WhiteHawk Minerals Completes SJM II Acquisition; Raises $50M Series E

What Happened
WhiteHawk Minerals Corp. announced on September 25, 2026 that it closed the SJM II Acquisition, acquiring mineral and royalty interests in the Marcellus and Haynesville basins. The original agreed purchase price was $105.0 million; the company paid approximately $96.8 million at closing after customary adjustments. The acquisition was funded with proceeds from a newly issued Series E Preferred Stock offering, a previously announced private placement of Class A common stock (closed Sept 21, 2026), and cash on hand.

Key Details

• Closing date: September 25, 2026; sellers: Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC.
• Purchase price: $105.0M agreed; ~ $96.8M paid at closing (after adjustments).
• Series E Preferred: 50,000 shares sold for aggregate gross proceeds of $50.0M; purchaser group includes CEO Daniel Herz.
  • Dividend schedule: 10% annual (issuance–Mar 31, 2027), 12% (Apr 1, 2027–Dec 31, 2028), 14% thereafter; paid monthly.
  • Redemption: company may redeem at $1,000/share plus accrued dividends; holders entitled to a minimum 1.08x return of invested capital on payment of dividends and liquidation/redemption proceeds.
  • Series E ranks senior to Class A and Class B common stock. Certificate of Designations filed with Delaware on Sept 25, 2026 (effective upon filing).
• Credit facility amendment: Second Amendment to the Amended and Restated Credit Agreement increased elected commitments/borrowing base from $150.0M to $175.0M and reallocated commitments among lenders; Capital One, N.A. remains Administrative Agent.
• Financial disclosures: audited and interim carve‑out financials for the acquired businesses and unaudited pro forma condensed combined financials were filed with the 8‑K/A.

Why It Matters
This deal adds producing mineral and royalty assets in two major U.S. shale basins and is presented as accretive by the company; the acquisition was largely financed by a $50M preferred issuance and equity proceeds rather than all‑cash on hand. The Series E preferred carries high, mandatory dividend obligations and seniority over common stock, which could affect available cash for common dividends and capital priorities. The increased $175M borrowing base gives WhiteHawk more revolving capacity to support operations and future activity. Retail investors should note the concrete financing terms, the CEO’s participation in the Series E offering, and the company’s forward‑looking caution about commodity and operational risks disclosed in the filing.