PHX Minerals completes merger with WhiteHawk Income, delists from NYSE

PHX Minerals Inc. (NYSE:PHX), a $165 million market cap company with a strong financial health rating according to InvestingPro, announced Monday it has completed its merger with WhiteHawk Income Corporation, resulting in PHX becoming a wholly owned subsidiary of WhiteHawk. The transaction was finalized in accordance with the previously disclosed Agreement and Plan of Merger, as reported in a press release statement filed with the Securities and Exchange Commission. Analysis from InvestingPro suggests the stock was trading above its Fair Value at the time of the merger.

The merger followed a cash tender offer by WhiteHawk Merger Sub, Inc., a subsidiary of WhiteHawk Income, to acquire all outstanding shares of PHX common stock at $4.35 per share, which coincided with the stock's 52-week high. The offer expired at midnight New York City time at the end of June 20, with approximately 73.7% of PHX shares validly tendered and not withdrawn. An additional 0.1% of shares were tendered by guaranteed delivery. The aggregate consideration paid was approximately $187 million, not including transaction fees and expenses. Before the merger, PHX demonstrated robust fundamentals with an impressive 83.5% gross profit margin and healthy liquidity, maintaining a current ratio of 1.8.

On Monday, PHX was merged with and into WhiteHawk Merger Sub, with PHX surviving as a subsidiary of WhiteHawk Income. As a result, each PHX share, other than certain excluded shares, was converted into the right to receive $4.35 in cash, subject to tax withholding. Outstanding time-based and performance-based restricted stock, as well as deferred compensation units for non-employee directors, were converted to cash awards based on the merger consideration.

With the closing of the transaction, PHX notified the New York Stock Exchange that the merger was completed, and trading of PHX shares has been suspended. The NYSE has filed a notification of delisting with the SEC, and PHX intends to file to suspend its public reporting obligations. The company exits the public markets with a strong track record, having maintained dividend payments for 42 consecutive years. For detailed analysis of over 1,400 listed companies like PHX, investors can access comprehensive Pro Research Reports through InvestingPro.

The merger triggered changes in PHX leadership. The employment of Chief Financial Officer Ralph D’Amico and President and Chief Executive Officer Chad L. Stephens was terminated at the effective time of the merger. All members of the board of directors resigned, and Jeffrey Slotterback was appointed as the sole director. Following the merger, Daniel Herz was named Chief Executive Officer, Jeff Smith was named President, and Slotterback was appointed Chief Financial Officer and Secretary.

This information is based on a press release statement filed with the SEC.

In other recent news, PHX Minerals Inc. has announced a significant corporate move with its acquisition by WhiteHawk Energy, LLC. The all-cash deal values PHX Minerals at $4.35 per share, a price that aligns with the revised target set by Texas Capital Securities. Following this announcement, Texas Capital downgraded PHX Minerals' stock rating from Buy to Hold, reflecting a shift in their investment outlook. The acquisition is expected to transition PHX Minerals into a privately-held company, removing its shares from public trading on the NYSE upon completion.

Additionally, PHX Minerals has made amendments to its corporate bylaws, as disclosed in a recent SEC filing. The changes, approved by the Board, remove the previous requirement for annual stockholder meetings to occur within six months following the fiscal year-end. This amendment provides greater flexibility in scheduling these meetings, allowing them to be held at any time or location as determined by the Board. The company's fiscal year-end remains December 31, and these changes are part of the Third Amended and Restated Bylaws. These developments highlight PHX Minerals' ongoing adjustments in both corporate governance and ownership structure.

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