8-K
filed June 23, 2025, 7:59 PM ET
CIK 0000315131
M&A
confidence high
sentiment neutral
materiality 1.00
PHX MINERALS INC.: M&A transaction — PHX Minerals acquired by WhiteHawk in $187M all-cash deal; shares delisted
PHX MINERALS INC.
- Tender offer closed with 73.7% of shares tendered; remaining shares acquired in merger at $4.35/sh.
- Aggregate consideration ~$187M; PHX becomes wholly owned subsidiary of WhiteHawk.
- NYSE listing suspended; PHX to file Form 15 to suspend SEC reporting.
- CEO Chad Stephens, CFO Ralph D'Amico, and all board members resigned; new leadership appointed.
- PHX became guarantor of WHIC's note purchase agreement; prior credit agreement terminated.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
PHX MINERALS INC. incurred guarantee with U.S. Bank Trust Company, National Association, as administrative agent.
- Instrument
- guarantee
- Counterparty
- U.S. Bank Trust Company, National Association, as administrative agent
- Event
- incurrence
Exact text from the filing
On June 23, 2025, after giving effect to the transactions contemplated by the Merger Agreement, PHX became a guarantor of the indebtedness under that certain Note Purchase Agreement, dated as of September 17, 2024 (as amended including in connection with the consummation of the transactions contemplated by the Merger Agreement, the “Amended Note Purchase Agreement”), by and among WHIC, the holders party thereto and U.S. Bank Trust Company, National Association, as administrative agent.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Steven L. Packebush resigned as Director at PHX MINERALS INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Chad L. Stephens resigned as Director at PHX MINERALS INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Glen A. Brown resigned as Director at PHX MINERALS INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Chad L. Stephens was terminated as President and Chief Executive Officer at PHX MINERALS INC..
- Action
- terminated
- Role
- President and Chief Executive Officer
Exact text from the filing
the employment of each of Ralph D’Amico, the Company’s Chief Financial Officer and Executive Vice President and Chad L. Stephens, the Company’s President and Chief Executive Officer was terminated at the effective time of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Daniel Herz was appointed as Chief Executive Officer at PHX MINERALS INC..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Daniel Herz appointed as Chief Executive Officer of the Company, Jeff Smith appointed as President of the Company, and Jeffrey Slotterback appointed as Chief Financial Officer and Secretary of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Lee M. Canaan resigned as Director at PHX MINERALS INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeff Smith was appointed as President at PHX MINERALS INC..
- Action
- appointed
- Role
- President
Exact text from the filing
Daniel Herz appointed as Chief Executive Officer of the Company, Jeff Smith appointed as President of the Company, and Jeffrey Slotterback appointed as Chief Financial Officer and Secretary of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mark T. Behrman resigned as Director at PHX MINERALS INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffrey Slotterback was appointed as Director at PHX MINERALS INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jeffrey Slotterback was appointed as the sole member of the Board of Directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
John H. Pinkerton resigned as Director at PHX MINERALS INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffrey Slotterback was appointed as Chief Financial Officer and Secretary at PHX MINERALS INC..
- Action
- appointed
- Role
- Chief Financial Officer and Secretary
Exact text from the filing
Daniel Herz appointed as Chief Executive Officer of the Company, Jeff Smith appointed as President of the Company, and Jeffrey Slotterback appointed as Chief Financial Officer and Secretary of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ralph D'Amico was terminated as Chief Financial Officer and Executive Vice President at PHX MINERALS INC..
- Action
- terminated
- Role
- Chief Financial Officer and Executive Vice President
Exact text from the filing
the employment of each of Ralph D’Amico, the Company’s Chief Financial Officer and Executive Vice President and Chad L. Stephens, the Company’s President and Chief Executive Officer was terminated at the effective time of the Merger.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PHX MINERALS INC.: Certificate of incorporation amended and restated in entirety pursuant to Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Company was amended and restated to read in its entirety as the certificate of incorporation attached as Exhibit B to the Merger Agreement
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PHX MINERALS INC.: Bylaws amended and restated in entirety to become the bylaws of Purchaser in effect immediately prior to the effective time of the Merger.
- Change
- bylaw amendment
Exact text from the filing
and the bylaws of the Company were amended and restated in their entirety as the bylaws of Purchaser in effect immediately prior to the effective time of the Merger.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PHX MINERALS INC. underwent a change of control involving WhiteHawk Acquisition, Inc. and WhiteHawk Merger Sub, Inc. for $187 million (closed 2025-06-23).
- Action
- change of control
- Counterparty
- WhiteHawk Acquisition, Inc. and WhiteHawk Merger Sub, Inc.
- Consideration
- $187 million
- Closing
- 2025-06-23
Exact text from the filing
form that will not trigger a tax or penalty under Section 409A of the Code. The aggregate consideration paid by Parent and Purchaser in the Offer and Merger was approximately $187 million, without giving effect to related transaction fees and expenses. Parent and Purchaser funded the consideration paid to stockholders in the Offer and pursuant to the Merger
View on SEC.gov
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