[SC TO-T/A] PHX Minerals Inc. Amended Third-Party Tender Offer

Rhea-AI Filing Summary

WhiteHawk Merger Sub, Inc., a wholly-owned subsidiary of WhiteHawk Acquisition, Inc., has completed its cash tender offer for PHX Minerals Inc. (NYSE: PHX) at $4.35 per share. The offer expired at 12:00 a.m. (NYC time) on June 20, 2025 and was not extended.

According to the depositary, 28,806,761 shares—approximately 73.7 % of PHX’s outstanding common stock—were validly tendered and not withdrawn, comfortably exceeding the minimum condition. An additional 50,315 shares (≈0.1 %) were tendered via guaranteed delivery. As all conditions to the offer have been satisfied, the purchaser has accepted for payment all tendered shares.

With more than the threshold ownership required under DGCL §251(h), WhiteHawk intends to consummate a short-form merger with PHX “as promptly as practicable,” eliminating the need for a shareholder vote. Upon the merger’s effective time, each remaining PHX share (subject to customary exclusions such as appraisal demands and treasury shares) will convert into the right to receive the same $4.35 cash consideration, net of any required withholding taxes.

Following completion of the merger, PHX’s common stock will be delisted from the New York Stock Exchange and the company will become a wholly-owned subsidiary of WhiteHawk. No other changes to the previously filed Schedule TO were disclosed, and the amendment primarily serves to report the final tender results and attach the related June 21, 2025 press release as Exhibit (a)(5)(B).

Insights

M&A Specialist

TL;DR: Tender succeeded; merger now automatic, delivering $4.35 cash and delisting PHX.

The 73.7 % tender easily clears customary 50–66 % thresholds, activating DGCL §251(h) and enabling a short-form merger without further shareholder action. This removes execution risk and locks in the cash consideration for all remaining holders. From a transactional standpoint, WhiteHawk executed efficiently—no extension, rapid close, and immediate pathway to squeeze-out. Investors now face minimal timing risk; settlement of accepted shares typically occurs within two business days, and remaining shareholders will be cashed out upon merger close. The absence of any financing or regulatory conditions in the amendment reinforces certainty. For arbitrageurs, the spread to $4.35 should compress to carry cost levels. The inevitable NYSE delisting eliminates any residual trading optionality, making the deal straightforward cash value.

Portfolio Manager

TL;DR: Cash exit locked; upside capped, liquidity ends after merger.

With acceptance of 74 % of shares and section 251(h) mechanism, portfolio investors can mark PHX to $4.35 cash, subject only to routine settlement and closing timing. The trade now behaves like short-dated T-bill yield: low risk, minimal upside. Holders seeking ongoing exposure to mineral royalty assets must reallocate, as NYSE liquidity will disappear post-merger. For small-cap energy portfolios, proceeds can be redeployed; for index trackers, a removal event is imminent. No incremental value creation beyond the agreed price is signalled, so retaining residual shares offers little benefit unless pursuing appraisal—typically unattractive at this deal premium. Risk profile is now limited to technical closing mechanics.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

Schedule TO​

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

PHX Minerals Inc.

(Name of Subject Company (Issuer))

WhiteHawk Merger Sub, Inc.

a wholly owned subsidiary of

WhiteHawk Acquisition, Inc.

(Names of Filing Persons (Offerors))

WhiteHawk Income Corporation

(Names of Filing Persons (Other))

Common Stock, $0.01666 par value per share

(Title of Class of Securities)

69291A100

(CUSIP Number of Class of Securities)

Copies to:

Daniel Herz
Chief Executive Officer
WhiteHawk Income Corporation
2000 Market Street, Suite 910
Philadelphia, PA 19103
Telephone: (610) 484-3412

Copy to:

James R. Griffin, Esq.
Claudia Lai, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
Telephone: (214) 749-7779

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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Check the appropriate boxes below to designate any transactions to which the statement relates:

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Third-party tender offer subject to Rule 14d-1.

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Issuer tender offer subject to Rule 13e-4.

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Going-private transaction subject to Rule 13e-3.

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Amendment to Schedule 13D under Rule 13d-2.

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Check the following box if the filing is a final amendment reporting the results of the tender offer:   ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed with the Securities and Exchange Commission by WhiteHawk Merger Sub, Inc., a Delaware corporation (“Purchaser”), WhiteHawk Acquisition, Inc., a Delaware corporation (“Parent”), and WhiteHawk Income Corporation, a Delaware corporation (“WhiteHawk”) on May 22, 2025, pursuant to Rule 14d-1 under the Securities and Exchange Act of 1934, as amended, in connection with Purchaser’s offer to purchase all of the issued and outstanding shares of common stock, par value $0.01666 per share (the “Shares”), of PHX Minerals Inc., a Delaware corporation (“PHX”), at a purchase price of $4.35 per share (the “Offer Price”), net to the seller in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions of the Offer to Purchase, dated May 22, 2025, and the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which as they may be amended or supplemented from time to time, together constitute the “Offer”).

This Amendment No. 1 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 1 by reference.

Items 1 through 9 and Item 11.

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following:

“The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City Time, at the end of June 20, 2025 (such date and time, the “Expiration Time”), without being extended. Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), has advised that, as of the Expiration Time: (i) 28,806,761 Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that are not yet delivered in settlement or satisfaction of such guarantee) had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 73.7% of the aggregate number of issued and outstanding Shares as of the Expiration Time. Accordingly, the number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer. In addition, the Depositary has advised that, as of the Expiration Time, 50,315 Shares have been tendered by Notice of Guaranteed Delivery, representing approximately 0.1% of the aggregate number of then issued and outstanding Shares.

As a result of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns at least the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the stockholders of PHX. Pursuant to Section 251(h) of the DGCL, subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Parent and Purchaser intend to complete the acquisition of PHX through the Merger as promptly as practicable without a meeting of stockholders of PHX in accordance with the terms of the Merger Agreement. At the effective time of, and as a result of, the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares owned by any stockholders who have properly demanded their appraisal rights in accordance with Section 262 of the DGCL, (ii) Shares owned directly by PHX (or any wholly owned subsidiary of PHX), Parent, Purchaser or any of their respective affiliates and (iii) PHX Restricted Shares) will be converted into the right to receive the Offer Price, in cash, without interest thereon and subject to any required tax withholding.

Following the Merger, the Shares will no longer be listed on the New York Stock Exchange.”

ITEM 12.   Exhibits.

Item 12 is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	​	​	Description	​
(a)(5)(B)	​	​	Press release issued by WhiteHawk Income Corporation on June 21, 2025.	​

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 23, 2025

WhiteHawk Merger Sub, Inc.

By:

/s/ Jeffrey Slotterback

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Name: Jeffrey Slotterback

Title:  President

WhiteHawk Acquisition, Inc.

By:

/s/ Jeffrey Slotterback

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Name: Jeffrey Slotterback

Title:  President

WhiteHawk Income Corporation

By:

/s/ Jeffrey Slotterback

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Name: Jeffrey Slotterback

Title:  Chief Financial Officer