WhiteHawk Income Corporation (WhiteHawk), a natural gas mineral and royalty company, has signed a definitive agreement to acquire PHX Minerals in an all-cash transaction, expanding its natural gas assets.
The deal values PHX at $4.35 per share, amounting to a total value of approximately $187m, inclusive of PHX’s net debt.
The acquisition will see WhiteHawk significantly expand its footprint in the Haynesville Shale in east Texas/north Louisiana and diversify into the SCOOP/STACK region in Oklahoma.
This will add roughly 1.8 million gross unit acres of prime natural gas mineral and royalty assets to WhiteHawk’s portfolio.
PHX stockholders are set to receive $4.35 in cash for each share of PHX common stock they own, without interest and subject to applicable tax withholding.
This offer represents a 21.8% premium over PHX’s closing share price on 7 May 2025, and premiums of 15.7% and 12.2% over the 30 and 60-day volume-weighted average share prices, respectively.
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By GlobalDataUpon completion of the transaction, WhiteHawk’s holdings will include royalty interests across approximately 3.1 million gross unit acres, with cash flow from more than 10,163 producing wells.
Also included in the royalty interest are 368 wells-in-progress, 330 permitted wells and more than 7,250 undeveloped locations across its portfolio, on a pro forma basis.
The company will also see an increase in exposure to key operators in the Haynesville Shale, as well as new top operators in the SCOOP/STACK region.
WhiteHawk will initiate a cash tender offer to acquire all outstanding shares of PHX at the same price of $4.35 per share.
Following the tender offer, a second-step merger will acquire any remaining shares. WhiteHawk currently owns around 2.5% of PHX’s outstanding common stock.
PHX president and CEO Chad L. Stephens said: “We are excited to announce this transaction with WhiteHawk, which will provide compelling and certain value to all PHX stockholders.
“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 transaction has received unanimous approval from PHX’s Board of Directors and is expected to close early in the third quarter of 2025, subject to customary closing conditions. Post-acquisition, PHX will cease trading on the New York Stock Exchange.
The acquisition is set to be financed through a combination of new equity and additional debt under WhiteHawk’s existing senior secured notes.
Stephens Inc. and Weil, Gotshal & Manges are advising WhiteHawk, while RBC Capital Markets Intrepid Partners and Blank Rome are advising PHX.
WhiteHawk’s chairman and CEO Daniel C. 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 United States.
“PHX’s assets are underpinned by over 6,500 producing wells and significant undeveloped inventory that will increase and diversify our cash flows while providing potential upside. This transaction reflects our strategy to grow with assets that provide cash flow generation with no capital expenditures.”
In related news, WhiteHawk Energy previously announced the acquisition of additional natural gas mineral and royalty assets in the Marcellus Shale for $118m, doubling its interest in the region and enhancing its position in Washington and Greene counties in Pennsylvania.
