WhiteHawk Minerals Corp. 8-K

What Happened

• WhiteHawk Minerals Corp. announced completion of its initial public offering on June 10, 2026, selling 7,700,000 shares of Class A common stock at $26.00 per share for gross proceeds of approximately $200.2 million. The Class A shares are listed on the NYSE under the symbol "WHK."
• The company completed an internalization transaction: WhiteHawk Income Operating Partnership L.P. (WhiteHawk OpCo) acquired ManagementCo, making ManagementCo a wholly owned subsidiary of OpCo and converting the company from externally to internally managed. The acquisition was effected under a Contribution Agreement dated June 9–10, 2026; as consideration, 3,750,000 OpCo common units and 3,750,000 shares of Class B common stock were issued (aggregate value equal to 75% of the stated Internalization Price of $130.0 million). An earnout equal to 25% of the Internalization Price (up to 1,250,000 OpCo units and equal number of Class B shares) is payable if certain Adjusted EBITDA targets are met.
• Other material items: redemption of all outstanding Series D preferred stock for about $39.9 million (completed June 10, 2026); amendment to the company’s revolving credit facility (June 10, 2026) that reallocates lender commitments and admits new lenders; change to the issuer named in the note purchase agreement; and new senior officer appointments effective at closing.

Key Details

• IPO: 7,700,000 Class A shares at $26.00/share; gross proceeds ≈ $200.2 million; NYSE ticker WHK (completed June 10, 2026).
• Internalization consideration: 3,750,000 OpCo units + 3,750,000 Class B shares (75% of $130.0M Internalization Price = $97.5M implied through filing language); up to 1,250,000 additional units/shares (25% = $32.5M earnout) subject to Adjusted EBITDA targets.
• Series D preferred redeemed in full for ≈ $39.9 million (completed June 10, 2026).
• Executive appointments: Daniel Herz (CEO & President), Jeffrey Slotterback (CFO, Treasurer & Secretary), Stephen Pilatzke (Chief Accounting Officer), Michael Downs (COO).
• Credit and debt updates: First Amendment to the Amended and Restated Credit Agreement (RCF Amendment) effective June 10, 2026; reallocates commitments, adds lenders, and updates definitions and schedules. Specified Amendment to the Note Purchase Agreement changed the named Issuer to WhiteHawk Income Operating Partnership L.P.

Why It Matters

• The IPO provides significant new capital (≈ $200.2M gross) that can be used for growth, operations or debt repayment, and it establishes public equity trading under the ticker WHK.
• Internalization shifts the company from external to internal management and transfers control of ManagementCo to WhiteHawk OpCo, aligning management economics with the company via equity issued to the management contributor and an earnout tied to future EBITDA performance.
• The Series D redemption eliminates preferred-stock obligations (≈ $39.9M payout) and simplifies the capital structure ahead of the public listing.
• Changes to credit and note agreements and the admission of new lenders may affect the company’s liquidity and debt relationships; new executive leadership may influence strategy and execution going forward.

Documents referenced (Contribution Agreement, amended LPA, registration rights, credit amendment, charters) are filed as exhibits to the 8-K and are incorporated by reference.