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):

FEBRUARY 4, 2005

 

PETROHAWK ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-25717

 

86-0876964

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

1100 Louisiana, Suite 4400, Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(832) 204-2700

(Registrant’s telephone number, including area code)

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 1.01                                             Entry into a Material Definitive Agreement

 

On February 4, 2005, we entered into a Stock Purchase Agreement with Natural Gas Partners VI, L.P., William J. Scarff, David D. Hlebichuck, Proton Oil & Gas Corporation (“POGC”) and Proton Energy, L.L.C. to purchase all of the issued and outstanding common stock of POGC for a purchase price of $53 million in cash, which we plan to finance through our existing credit facility.  Upon acquisition of the POGC common stock, we will obtain control over POGC’s wholly owned subsidiary, Proton Energy, L.L.C., which owns various oil and gas interests in South Texas and South Louisiana, including estimated proved reserves of 28 Bcfe.  The agreement has an economic effective date of January 1, 2005 and is expected to close on or before February 25, 2005.  The purchase is subject to customary closing conditions and adjustments for a transaction of this type.

 

 

 

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 who is duly authorized.

 

 

PETROHAWK ENERGY
CORPORATION

 

 

Date:  February 10, 2005

By:

/s/ Shane M. Bayless

 

 

Shane M. Bayless

 

Vice President-Chief Financial
Officer and Treasurer

 

 

End of Filing

 

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