UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR Section 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.
PETROHAWK ENERGY CORPORATION
(Name of Subject Company (Issuer))
NORTH AMERICA HOLDINGS II INC.
a wholly owned subsidiary of
BHP BILLITON PETROLEUM (NORTH AMERICA) INC.
a wholly owned subsidiary of
BHP BILLITON LIMITED
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
716495106
(CUSIP Number of Class of Securities)
Kirsten K. Gray
Vice President Group Legal
BHP Billiton Limited
180 Lonsdale Street
Melbourne Victoria 3000
Australia
+61 1300 55 47 57
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
James C. Morphy
Krishna Veeraraghavan
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
CALCULATION OF FILING FEE
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Transaction Valuation |
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Amount of Filing Fee |
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Not Applicable*
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Not Applicable* |
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before
the commencement of a tender offer. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing. |
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Amount Previously Paid:
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N/A |
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Form or Registration No.:
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N/A |
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Filing Party:
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N/A |
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Date Filed:
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N/A |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
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| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer). |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
This filing relates solely to preliminary communications made before the commencement of a
planned offer (the “Offer”) by North America Holdings II Inc. (“Purchaser”), a Delaware corporation
and wholly owned subsidiary of BHP Billiton Petroleum (North America) Inc. (“Parent”), a Delaware
corporation and wholly owned subsidiary of BHP Billiton Limited, a corporation organized under the
laws of Victoria, Australia (“BHP Billiton Limited”), to purchase all of the shares of common
stock, par value $0.001, per share, of Petrohawk Energy Corporation (the “Company”) that are issued
and outstanding, to be commenced pursuant to the Agreement and Plan of Merger, dated July 14, 2011,
by and among BHP Billiton Limited, Parent, Purchaser and the Company.
The Offer has not yet commenced, and this communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of the Company or any other
securities. On the commencement date of the Offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related documents, will be filed with
the United States Securities and Exchange Commission (the “SEC”). The offer to purchase shares of
the Company’s common stock will only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT
REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by
Purchaser, Parent and BHP Billiton Limited, and the solicitation/recommendation statement will be
filed with the SEC by the Company. Investors and security holders may obtain a free copy of these
statements (when available) and other
documents filed with the SEC at the website maintained by the SEC at www.sec.gov. or by directing
such requests to MacKenzie Partners, Inc. at 212-929-5500 or toll-free at 800-322-2885.