WhiteHawk Income has agreed to acquire New York Stock Exchange (NYSE)-listed natural gas mineral and royalty company PHX Minerals in an all-cash transaction valued at approximately $187m, including net debt.
The acquisition will see WhiteHawk pay $4.35 per share, providing PHX stockholders with a 21.8% premium based on the closing share price as of 7 May 2025.
The transaction is set to enhance WhiteHawk’s position in the natural gas mineral and royalty sector, expanding its presence in the Haynesville Shale region and diversifying into Oklahoma’s SCOOP/STACK region.
The consideration is a 15.7% and 12.2% increase over the 30- and 60-day volume weighted average prices as of 7 May 2025, respectively. Additionally, this offer represents a 23.9% premium over the unaffected share price from 14 October 2024.
Post-transaction, WhiteHawk will hold royalty interests over approximately 3.1 million gross unit acres and gain cash flow from over 10,000 producing wells and thousands of undeveloped locations.
The acquisition allows WhiteHawk to strengthen ties with key operators in the Haynesville Shale such as Comstock Resources and Aethon Energy while incorporating new operators like Continental Resources in the SCOOP/STACK region.
WhiteHawk chairman and CEO Daniel Herz said: “The acquisition of PHX is a significant milestone that more than doubles our gross unit acre footprint and producing natural gas wells in highly established basins with some of the country’s largest natural gas producers.
“PHX will allow us to expand our presence in the core Haynesville Shale and enter the SCOOP / STACK as well.
“Combined with our current 1.35 million gross unit acres in the core of the Marcellus Shale and Haynesville Shale, we will have meaningful exposure to the top natural gas basins in the US.”
WhiteHawk plans to initiate a cash tender offer for all PHX common stock at $4.35 per share. Any shares not acquired through this offer will be obtained via a second-step merger at the same price.
Currently, WhiteHawk possesses approximately 2.5% of PHX’s common stock, with directors and officers holding about 10% agreeing to tender their shares.
PHX Minerals operates primarily in Oklahoma, Texas, Louisiana, North Dakota, and Arkansas. The deal has received unanimous approval from PHX’s board of directors and is anticipated to close by early in Q3 2025, contingent on standard closing conditions including shareholder approval.
PHX president and CEO Chad Stephens said: “PHX’s board of directors conducted a robust strategic alternatives process to maximise 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.”
The acquisition is to be financed through a mix of new equity and increased debt under WhiteHawk’s senior secured notes.
Financial advisory services are being provided by Stephens for WhiteHawk, with legal advice from Weil, Gotshal & Manges. RBC Capital Markets is serving as lead financial adviser for PHX alongside Intrepid Partners as financial adviser and Blank Rome as legal adviser.
