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): May 18, 2022
PHX MINERALS INC.
(Exact name of registrant as specified in its charter)
| | |
DELAWARE | 001-31759 | 73-1055775 |
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
of incorporation) | | Identification No.) |
1601 NW Expressway, | | |
Suite 1100 | | |
Oklahoma City, OK | | 73118 |
(Address of principal executive offices) | | (Zip code) |
(405) 948-1560
(Registrant’s telephone number including area code)
Not Applicable
(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 (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant in Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01666 par value | | PHX | | 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 May 18, 2022, PHX Minerals Inc., a Delaware corporation (the “Company”), entered into a Second Amendment (the “Second 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 Second Amendment, among other changes, (a) the borrowing base under the credit facility set forth in the Credit Agreement (the “Credit Facility”) was increased from $32 million to $50 million, which adjustment constitutes the periodic redetermination of the borrowing base for June 1, 2022 and is not deemed an unscheduled redetermination, and (b) the interest rate benchmark was changed from LIBOR to the secured overnight financing rate (SOFR) published by the Federal Reserve Bank of New York.
Additional details with respect to the Credit Agreement were previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on September 3, 2021 and December 9, 2021.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second 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 with respect to the Second Amendment is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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.
| | PHX MINERALS INC. |
| | | |
| | By: | /s/ Chad L. Stephens |
| | | Chad L. Stephens |
| | | Chief Executive Officer |
| | | |
DATE: | May 19, 2022 | | |
