UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2024 |
PHX MINERALS INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-31759 |
73-1055775 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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1320 South University Drive Suite 720 |
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Fort Worth, Texas |
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76107 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (405) 948-1560 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, $0.01666 par value |
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PHX |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 18, 2024, PHX Minerals Inc., a Delaware corporation (the “Company”), entered into a Sixth Amendment (the “Sixth Amendment”) to Credit Agreement dated as of September 1, 2021 (as amended, the “Credit Agreement”), by and among the Company, the lenders party thereto, and Independent Bank, as Administrative Agent and L/C Issuer. Pursuant to the terms of the Sixth Amendment, among other changes, (a) the maturity date was extended from September 1, 2025 to September 1, 2028 and (b) the borrowing base under the credit facility set forth in the Credit Agreement was reaffirmed at $50 million, which constitutes the periodic redetermination of the borrowing base for June 1, 2024 and is not deemed an unscheduled redetermination.
The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
Exhibit No. |
Title of Document |
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10.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PHX MINERALS INC. |
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Date: |
April 18, 2024 |
By: |
/s/ Chad L. Stephens |
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Chad L. Stephens |
Exhibit 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT is dated April 18, 2024, by and among PHX MINERALS INC., a Delaware corporation (referred to herein as the “Borrower”), successor by merger to PHX Minerals Inc., an Oklahoma corporation, each lender party hereto as set forth in Schedule 2.1 attached (collectively, the “Lenders” and individually, a “Lender”), and INDEPENDENT BANK, as Administrative Agent and L/C Issuer.
RECITALS:
A. Borrower, Administrative Agent, and Lenders entered into the Credit Agreement dated as of September 1, 2021, as amended by the First Amendment dated December 6, 2021, the Second Amendment dated May 18, 2022, the Third Amendment dated December 7, 2022, the Fourth Amendment dated May 5, 2023, and the Fifth Amendment dated November 6, 2023 (as amended and as further amended, restated, supplemented and/or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), for the purpose and consideration therein expressed, whereby Lenders made loans to Borrower as therein provided; and
B. Borrower, Administrative Agent and Lenders desire to amend the Existing Credit Agreement to modify same in accordance herewith;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Existing Credit Agreement, in consideration of the loans and other extensions of credit which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
DEFINITIONS AND REFERENCES
Section 1.1 Terms Defined in the Existing Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Existing Credit Agreement shall have the same meanings whenever used in this Fifth Amendment.
Section 1.2 Amendments to Definitions. The definitions from Section 1.1 of the Credit Agreement set forth below are hereby amended to read as follows:
“Maturity Date” means September 1, 2028, or as such date may be accelerated in accordance with the Credit Agreement and the other Loan Documents, or extended from time to time with the consent of Lenders.
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Sixth Amendment to Credit Agreement |
Page 1 of 9 |
Section 1.3 New Definitions. Section 1.1 of the Credit Agreement is hereby amended to add the following new definitions:
“Sixth Amendment” means that certain Sixth Amendment to Credit Agreement dated as of April 18, 2024, by and among Borrower, Administrative Agent and the Lenders.
Section 1.4 Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Sixth Amendment shall have the meanings assigned to them in this Section 1.2.
“Amendment Documents” means this Sixth Amendment and all other Loan Documents executed and delivered in connection herewith. All of the Amendment Documents shall be deemed to constitute Loan Documents.
“Credit Agreement” (or “this Agreement” wherever referred to within the Existing Credit Agreement) means the Existing Credit Agreement as amended by this Sixth Amendment, and as the same may hereafter be further amended, restated, modified and/or otherwise supplemented from time to time.
ARTICLE II.
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Section 2.1 Borrowing Base Notification. From the date of this Sixth Amendment to, but excluding, the next redetermination of the Borrowing Base, as set forth in the Existing Credit Agreement, as amended hereby, the Borrowing Base shall be reaffirmed at Fifty Million Dollars ($50,000,000.00). The foregoing adjustment of the Borrowing Base constitutes the periodic redetermination of the Borrowing Base under Section 2.6(b) of the Existing Credit Agreement for June 1, 2024, and is not an Unscheduled Redetermination. Borrower, Administrative Agent and Lenders hereby agree that this provision satisfies all notification requirements as set forth in the Credit Agreement.
Section 2.2 Commitment Percentage. The Committed Sum and Commitment Percentage of each Lender under the Revolver Facility are hereby amended to be as set forth in Schedule 2.1 to this Sixth Amendment; and Schedule 2.1 to the Existing Credit Agreement is hereby replaced by Schedule 2.1 to this Sixth Amendment.
Section 2.3 Renewal of Revolving Commitment. Borrower, Administrative Agent, and Lenders have agreed to renew and extend the Revolving Commitment through the Maturity Date (as defined in this Sixth Amendment), subject to the terms and conditions set forth in the Credit Agreement.
ARTICLE III.
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Sixth Amendment to Credit Agreement |
Page 2 of 9 |
CONDITIONS OF EFFECTIVENESS
Section 3.1 Effective Date. This Sixth Amendment shall become effective as of the date hereof when and only when:
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties of Borrower. In order to induce each Lender to enter into this Sixth Amendment, Borrower represents and warrants to Administrative Agent and each Lender that:
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Sixth Amendment to Credit Agreement |
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ARTICLE V.
MISCELLANEOUS
Section 5.1 Ratification and Affirmation. Borrower hereby acknowledges the terms of the Credit Agreement and ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect.
Section 5.2 Survival of Agreements. All of Borrower’s various representations, warranties, covenants and agreements in the Amendment Documents shall survive the execution and delivery thereof and the performance thereof, including the making or granting of the Loans and the delivery of the other Loan Documents, and shall further survive until all of the Obligations are paid in full to each Lender and all of Lenders’ obligations to Borrower are terminated.
Section 5.3 Authorization. The Lenders hereby authorize Administrative Agent to execute any and all amendments to any Loan Documents deemed necessary by Administrative Agent to evidence the extension of the term of the Loan as described herein.
Section 5.4 Interpretive Provisions. Sections 1.2 and 1.3 of the Existing Credit Agreement are incorporated herein by reference herein as if fully set forth.
Section 5.5 Loan Documents. The Amendment Documents are each a Loan Document, and all provisions in the Existing Credit Agreement pertaining to Loan Documents apply thereto.
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Sixth Amendment to Credit Agreement |
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Section 5.6 Governing Law. This Sixth Amendment shall be governed by, and construed in accordance with, the Laws of the State of Texas.
Section 5.7 Counterparts; Scans. This Sixth Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Sixth Amendment. The Amendment Documents may be validly executed by facsimile, scan, or other electronic transmission.
THIS SIXTH AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed as of the date first above written.
[The remainder of this page has been intentionally left blank.]
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Sixth Amendment to Credit Agreement |
Page 5 of 9 |
Signature Page to Sixth Amendment to Credit Agreement
BORROWER: |
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PHX MINERALS INC., |
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a Delaware corporation |
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By: /s/ Chad L. Stephens |
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Name: Chad L. Stephens |
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Title: President and Chief Executive Officer |
Signature Page to Sixth Amendment to Credit Agreement
ADMINISTRATIVE AGENT: |
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INDEPENDENT BANK |
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By: /s/ Philip M. Mortimer, CFA |
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Name: Philip M. Mortimer, CFA |
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Title: Senior Vice President |
LENDER: |
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INDEPENDENT BANK |
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By: /s/ Philip M. Mortimer, CFA |
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Name: Philip M. Mortimer, CFA |
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Title: Senior Vice President |
Exhibits and Schedules:
Schedule 2.1 - Lenders, Addresses, Commitment Percentages, and Committed Sums
Signature Page to Sixth Amendment to Credit Agreement
LENDER: |
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MIDFIRST BANK |
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By: /s/ W. Thomas Portman |
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Name: W. Thomas Portman |
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Title: Vice President |
Signature Page to Sixth Amendment to Credit Agreement
LENDER: |
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UMB BANK, n.a. |
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By: /s/ Zachary S. Leard |
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Name: Zachary S. Leard |
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Title: Vice President |
SCHEDULE 2.1 TO LOAN AGREEMENT
COMMITTED SUMS AND COMMITMENT PERCENTAGES
Lender |
Committed Sums |
Commitment Percentage |
Note Amount |
Independent Bank |
$ 25,000,000.00 |
50.000000% |
$ 50,000,000.00 |
MidFirst Bank |
$ 15,000,000.00 |
30.000000% |
$ 30,000,000.00 |
UMB Bank, n.a. |
$ 10,000,000.00 |
20.000000% |
$ 20,000,000.00 |
TOTAL |
$50,000,000.00 |
100.000000% |
$100,000,000.00 |