Sec Form 13D Filing - WhiteHawk Income Corporation filing for - 2025-06-23

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On June 21, 2025, Merger Sub accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer. On June 23, 2025, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a subsidiary of Parent. At the Effective Time, as a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned directly by the Issuer as treasury stock, Parent, Merger Sub or any of their respective affiliates, which Shares were automatically cancelled and ceased to exist, (ii) owned by any Stockholder who is entitled to demand and properly demanded the appraisal of such Shares in accordance with, and in compliance in all respects with the DGCL or (iii) that were Time-Based Restricted Shares or Performance-Based Restricted Shares, each as described in the Original 13D) were automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to applicable tax withholding. At the Effective Time, the 100 shares of common stock of Merger Sub that were outstanding immediately prior to the Effective Time were converted into and became 100 shares of common stock of the Surviving Corporation. Upon the closing of the Merger, the Shares that previously traded under the ticker symbol "PHX", ceased trading on, and are being delisted from, the New York Stock Exchange. In connection with the merger, each member of the Board of Directors of the Issuer resigned from the Board of Directors of the Issuer, including any committee thereof. At the Effective Time, the size of the Board of Directors of the Issuer was reduced to one member, and Jeffrey Slotterback was appointed as the sole member of the Board of Directors of the Issuer. At the Effective Time, the officers of Merger Sub immediately prior to the Effective Time became the officers of the Issuer following the Effective Time. In connection with the Offer, WhiteHawk LP tendered 946,606 Shares into the Offer. As a result, the Holding Parties no longer beneficially own any securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: As a result of the Merger and pursuant to the Merger Agreement, the Acquisition Parties and Mr. Herz acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially own 100% of the outstanding Shares.

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: As a result of the Merger and pursuant to the Merger Agreement, the Acquisition Parties and Mr. Herz have, for purposes of Rule 13d-3 promulgated under the Exchange Act, shared power to vote and dispose of 100% of the outstanding Shares.

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Except for the Merger Agreement, the Tender and Support Agreements, and the transactions described in this Amendment, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Exhibit 99.3 hereto or in this Item 5.

Item 5(d) of the Schedule 13D is hereby amended and restated in its entirety as follows: No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities of the Issuer reported on this Schedule 13D.

Inapplicable.

2.1 Agreement and Plan of Merger, dated as of May 8, 2025, by and among PHX Minerals Inc., WhiteHawk Acquisition, Inc., and WhiteHawk Merger Sub, Inc., (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by PHX Minerals Inc. with the SEC on May 12, 2025). 2.2 Form of Tender and Support Agreement (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by PHX Minerals Inc. with the SEC on May 12, 2025). 99.1 Joint Filing Agreement, dated as of May 15, 2025, by and among WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz). 99.2 Form of Letter Agreement (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz). 99.3 Schedule of Information required by Item 2 of Schedule 13D (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz). 99.4 Schedule of Supporting Stockholders (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz).