Whitehawk to acquire PHX Minerals for $4.35 per share

WhiteHawk Income Corporation and PHX Minerals (PHX) announced they have entered into a definitive agreement under which WhiteHawk will acquire PHX in an all-cash transaction that values PHX at $4.35 per share, or total value of approximately $187 million, including PHX’s net debt. Through the transaction, WhiteHawk will add approximately 1.8 million gross unit acres of premier natural gas mineral and royalty assets, significantly expanding its footprint in the core of the Haynesville Shale in East Texas / North Louisiana and diversifying its portfolio into the SCOOP / STACK region in Oklahoma. Under the terms of the merger agreement, PHX stockholders will receive $4.35 in cash, net to the holder thereof, without interest thereon and subject to any applicable tax withholding, for each share of PHX common stock owned. “We are excited to announce this transaction with WhiteHawk, which will provide compelling and certain value to all PHX stockholders,” said Chad L. Stephens, President and CEO of PHX. “PHX’s Board of Directors conducted a robust strategic alternatives process to maximize value for our stockholders, and we unanimously determined the transaction with WhiteHawk achieves this objective. This transaction is also a testament to the PHX team’s work to evolve our business and build a best-in-class natural gas minerals portfolio, and I thank them for their dedication.” Following the close of the transaction, WhiteHawk will own royalty interests across approximately 3.1 million gross unit acres, with cash flow from approximately 10,163 producing wells, 368 wells-in-progress, 330 permitted wells and more than 7,250 undeveloped locations across its portfolio, on a pro forma basis. The transaction is expected to close by early in the third quarter 2025 and is subject to customary closing conditions, including the tender into the Offer of a minimum amount of PHX’s common stock and other conditions as set forth in the merger agreement. The transaction has been unanimously approved by PHX’s Board of Directors. Following the completion of the transaction, PHX will no longer trade on the New York Stock Exchange.