An artistic representation of the ongoing investigation into the sale of PHX Minerals to WhiteHawk Income Corporation.
Kahn Swick & Foti is investigating the proposed sale of PHX Minerals Inc. to WhiteHawk Income Corporation for $4.35 per share. This transaction raises concerns over the adequacy of the offer, which values PHX at approximately $187 million. The investigation follows a significant after-hours spike in PHX’s stock price. Issues around shareholder value and the sale process have surfaced, leading KSF and Halper Sadeh LLC to assess the fairness of the transaction, which could reshape the natural gas sector significantly.
Oklahoma City – Kahn Swick & Foti, LLC, led by former Louisiana Attorney General Charles C. Foti, Jr., is investigating the proposed sale of PHX Minerals Inc. (NYSE: PHX) to WhiteHawk Income Corporation at a price of $4.35 per share. This transaction, which values PHX at approximately $187 million including net debt, raises questions about the adequacy of the cash consideration and whether it accurately reflects the company’s value.
This investigation comes on the heels of the announcement that shareholders of PHX will receive $4.35 per share as part of the proposed sale. The deal is structured as a tender offer, indicating urgency for shareholders to evaluate their options. Under current market conditions, the offer represents a premium of 21.8% over PHX’s closing share price of $3.57 on May 7, 2025.
PHX shares saw a nearly 20% jump in after-hours trading following the news of the acquisition. The deal would increase WhiteHawk’s portfolio significantly, giving it access to PHX’s 1.8 million gross unit acres of natural gas mineral and royalty assets situated primarily in the Haynesville Shale and SCOOP-STACK plays of the Midcontinent region.
As part of the transaction, WhiteHawk plans to merge these assets with its existing 1.3 million gross unit acres, resulting in a combined total of 3.1 million gross unit acres. The merged company is projected to manage cash flows from approximately 10,163 producing wells, including 368 wells currently in progress and more than 7,250 undeveloped locations.
The Board of Directors at PHX believes this transaction maximizes shareholder value after conducting a thorough strategic alternatives process. Nevertheless, concerns have been raised regarding the sale process, prompting KSF to investigate the fairness of the transaction. Alongside this investigation, Halper Sadeh LLC has also stepped in to examine whether the sale is equitable and if the PHX Board complied with its fiduciary responsibilities.
For shareholders looking for further information, KSF encourages them to reach out to Managing Partner Lewis S. Kahn via email or toll-free phone. Additionally, Halper Sadeh LLC is urging stakeholders to learn about their legal rights and options concerning the proposed sale.
The cash consideration of $4.35 per share stands out as a significant premium compared to historical trading prices, representing a 15.7% increase over the 30-day volume-weighted average price of $3.76 and a 12.2% rise over the 60-day average of $3.88 as of May 7, 2025. Moreover, the offer also reflects a 23.9% premium over PHX’s unaffected share price of $3.51 on October 14, 2024, which was the last trading day before the proposal from WhiteHawk.
The completion of the acquisition is anticipated for the third quarter of 2025, contingent on the fulfillment of standard closing conditions. Upon completing the transaction, PHX shares will be delisted from the New York Stock Exchange, signifying a significant shift for shareholders and the company alike.
As the investigation progresses, affected shareholders remain focused on ensuring their interests are adequately represented in this lucrative acquisition. The implications of this deal could reshape the market landscape within the natural gas sector in the coming years.
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