WhiteHawk Minerals Corp 8-K, filed Nov 2, 2026
WhiteHawk Minerals Corp. (WHK)
About this 8-K
WhiteHawk Minerals Corp filed this 8-K on November 2, 2026, reporting on events of October 27, 2026.
On October 27, 2026, WhiteHawk Minerals Corp. amended its credit agreement to delete Series D references, permit Series E and Series F issuance, and require the first $50.0 million of Series F net proceeds to redeem Series E in full. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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
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(Exact name of Registrant as Specified in Its Charter)
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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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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. |
Third Amendment to Credit Agreement
On October 27, 2026, WhiteHawk Income Operating Partnership L.P. (the “Borrower”), a subsidiary of Whitehawk Minerals Corp. (the “Company”), entered into the Third Amendment (the “Third Amendment”) to Amended and Restated Credit Agreement, dated as of May 25, 2026 (as previously amended, the “Credit Agreement”), among the Company, as Parent, the Borrower, WhiteHawk Income OP GP LLC, as general partner of the Borrower, the guarantors party thereto, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto.
The Third Amendment amends the Credit Agreement to, among other things, (i) remove reference to the Company’s Series D Preferred Stock, (ii) expressly permit the filing of the certificates of designations for the Company’s Series E Preferred Stock and Series F Preferred Stock and (iii) expressly permit the issuance of the Company’s Series E Preferred Stock and Series F Preferred Stock, with the issuance of such Series F Preferred Stock conditioned on the first $50.0 million of net cash proceeds from such issuance being applied to redeem the Series E Preferred Stock in full.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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10.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
‡ Incorporated by reference.
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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WhiteHawk Minerals Corp. |
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Date: |
November 2, 2026 |
By: |
/s/ Daniel Herz |
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Daniel Herz |
Execution Version
Third Amendment to
Amended and Restated Credit Agreement
dated as of October 27, 2026
among
WhiteHawk Minerals Corp.
(formerly known as WhiteHawk Income Corporation)
as Parent,
WhiteHawk Income Operating Partnership L.P.
as Borrower,
Capital One, National Association,
as Administrative Agent and
Issuing Bank
and
The Lenders Party Hereto
_________________________
Capital One, National Association,
as Joint Lead Arranger and Sole Bookrunner
U.S. Bank National Association,
as Joint Lead Arranger
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) dated as of October 27, 2026, is among WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (the “Borrower”); WhiteHawk Minerals Corp. (formerly known as WhiteHawk Income Corporation), a Delaware corporation (the “Parent”); WhiteHawk Income OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Borrower (the “General Partner”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); the Lenders party hereto; and Capital One, National Association, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as the Issuing Bank.
R E C I T A L S
A. The Borrower, the Parent, the General Partner, the Administrative Agent, as administrative agent, the Issuing Bank, and the lenders party thereto are parties to that certain Amended and Restated Credit Agreement dated as of May 25, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).
B. The Borrower has requested and the Administrative Agent and the Lenders party hereto have agreed to amend the Credit Agreement, subject to the terms and conditions of this Third Amendment.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
“Series E Preferred Shares” means the 50,000 shares of preferred stock designated as “Series E Preferred Stock” pursuant to Section 1 of the Certificate of Designations of Preferred Stock of WhiteHawk Minerals Corp., dated as of September 23, 2026, as the same may from time to time be amended or modified to the extent permitted by Section 9.17.
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“Series F Preferred Shares” means the 100,000 shares of preferred stock designated as “Series F Preferred Stock” pursuant to Section 1 of the Certificate of Designations of Preferred Stock of WhiteHawk Minerals Corp., dated as of September 15, 2026, as the same may from time to time be amended or modified to the extent permitted by Section 9.17.
Section 9.17 Amendments to Organizational Documents. None of the Parent, the General Partner or the Borrower will, and the Borrower will not permit any of the other Credit Parties to, directly or indirectly amend, modify or otherwise change, or permit any amendment, modification or other change to (pursuant to a waiver or otherwise), any organizational or governing document of the Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries (including by the filing or modification of any certificate of designations) or certificate of formation or articles of incorporation, or any agreement or arrangement (including any shareholders’ agreement) entered into, with respect to any of its Equity Interests), or enter into any new agreement with respect to any of its Equity Interests, except: (a) the Parent may file (i) the certificate of designations with respect to the Series E Preferred Shares and (ii) the certificate of designations with the respect the Series F Preferred Shares, (b) the Parent may amend or otherwise modify the certificates of designations for the Series B Preferred Shares, the Series E Preferred Shares and the Series F Preferred Shares, in each case, solely to the extent such amendments or modifications do not adversely affect the Administrative Agent or the Lenders (it being understood that any amendment, modification or change, or waiver or consent to (x) Section 5, Section 6(a), Section 6(b) or any provision relating to the assignment or termination thereof of the Certificate of Designations of Series B Preferred Stock of the Parent, dated as of February 1, 2024, (y) Section 5, Section 6 or any provision relating to the assignment or termination thereof of the Certificate of Designations of Preferred Stock of the Parent, dated as of September 23, 2026, for the Series E Preferred Shares and (z) Section 5, Section 6 or any provision relating to the assignment or termination thereof of the Certificate of Designations of Preferred Stock of the Parent, dated as of September 15, 2026, for the Series F Preferred Shares, in each case, shall adversely affect the Administrative Agent and the Lenders); and (c) any such amendments, modifications (other than amendments or modifications to the Parent’s certificates of designations with respect to the Series B Preferred Shares, the Series E Preferred Shares and the Series F Preferred Shares, which amendments and modifications shall only be permitted to the extent provided in clause (b) above) or changes or any such agreements or arrangements that do not materially adversely affect any right, privilege or interest of the Administrative Agent or the Lenders under the Loan Documents or in the Collateral.
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The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming compliance with the conditions set forth in this Section 3 or the waiver of such conditions as agreed to by the Lenders. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their proper and duly authorized officer(s) as of the day and year first above written.
BORROWER: |
WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership
By: WhiteHawk Income OP GP LLC, its general partner |
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By: /s/ Jeffrey Slotterback Name: Jeffrey Slotterback Title: Chief Financial Officer and Secretary |
PARENT: |
WhiteHawk MINERALS CORP. (formerly known as WhiteHawk Income CORPORATION), a Delaware corporation |
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By: /s/ Jeffrey Slotterback Name: Jeffrey Slotterback Title: Chief Financial Officer and Secretary |
GENERAL PARTNER: |
WhiteHawk Income OP GP LLC, a Delaware limited liability company |
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By: /s/ Jeffrey Slotterback Name: Jeffrey Slotterback Title: Chief Financial Officer and Secretary |
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
GUARANTORS: WHITEHAWK MANAGEMENT LLC, a Delaware limited liability company
By: /s/ Jeffrey Slotterback
Name: Jeffrey Slotterback
Title: Chief Financial Officer and Secretary
WHITEHAWK ENERGY SERVICES, LLC, a Delaware limited liability company
By: /s/ Jeffrey Slotterback
Name: Jeffrey Slotterback
Title: Chief Financial Officer and Secretary
WHITEHAWK VF LLC, a Delaware limited liability company
By: /s/ Jeffrey Slotterback
Name: Jeffrey Slotterback
Title: Chief Financial Officer and Secretary
WHITEHAWK INCOME MARCELLUS LLC, a Delaware limited liability company
By: /s/ Jeffrey Slotterback
Name: Jeffrey Slotterback
Title: Chief Financial Officer and Secretary
WHITEHAWK ACQUISITION, LLC, a Delaware limited liability company
By: /s/ Jeffrey Slotterback
Name: Jeffrey Slotterback
Title: Chief Financial Officer and Secretary
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
WHITEHAWK INCOME HAYNESVILLE LLC, a Delaware limited liability company
By: /s/ Jeffrey Slotterback
Name: Jeffrey Slotterback
Title: Chief Financial Officer and Secretary
PHX MINERALS LLC, a Delaware limited liability company
By: /s/ Jeffrey Slotterback
Name: Jeffrey Slotterback
Title: Chief Financial Officer and Secretary
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
ADMINISTRATIVE AGENT, ISSUING BANK AND A LENDER: |
CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and a Lender |
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By: /s/ David Lee Garza Name: David Lee Garza Title: Director |
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
LENDER: |
U.S. BANK NATIONAL ASSOCIATION, as a Lender
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By: /s/ Alex Pedrinan Title: Vice President |
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
LENDER: |
FLAGSTAR BANK, N.A., as a Lender
By: /s/ Meghan Jackson Title: SVP
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[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
LENDER: |
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Dalton Harris Title: Authorized Officer
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[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
LENDER: |
TRUIST BANK, as a Lender By: /s/ Joe Cooper Title: Vice President
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[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
LENDER: |
EAST WEST BANK, as a Lender
By: /s/ Aaron Sizemore Title: Managing Director
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[Signature Page to Third Amendment to Amended and Restated Credit Agreement]