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.
(Amendment
No. 2)
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 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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$12,158,162,297
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$
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1,411,563
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*
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The transaction valuation is an
estimate calculated solely for purposes of determining the
amount of the filing fee. The transaction valuation is equal to
the sum of (a) an amount equal to $38.75, the per share
tender offer price, multiplied by the sum of 303,892,075, the
number of shares of common stock issued and outstanding
(including 2,227,908 shares of restricted stock), plus
(b) an amount equal to 9,866,952, the number of shares of
common stock that were reserved for issuance pursuant to stock
option and stock appreciation rights plans, multiplied by
$38.75. No shares of common stock were held by the issuer in its
treasury. The foregoing share figures have been provided by the
issuer to the offerors and are as of July 15, 2011, the
most recent practicable date.
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**
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The amount of the filing fee is
calculated in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, as amended, and Fee
Advisory #5 for fiscal year 2011, issued December 22, 2010,
by multiplying the transaction valuation by 0.0001161.
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þ
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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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$1,411,563
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Filing Party:
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Purchaser, Parent and
BHP Billiton Limited
(each as defined below)
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Form or Registration No.:
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Schedule To
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Date Filed:
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July 25, 2011
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o Check
the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ third-party
tender offer subject to
Rule 14d-1.
o issuer
tender offer subject to
Rule 13e-4.
o going-private
transaction subject to
Rule 13e-3.
o amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
o Rule 13e-4(i)
(Cross-Border Issuer Tender Offer).
o Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer).
This Amendment No. 2 (this Amendment) amends
and supplements Item 11 in the Tender Offer Statement on
Schedule TO, filed on July 25, 2011 (the
Schedule TO) with the Securities and Exchange
Commission by BHP Billiton Limited, a corporation organized
under the laws of Victoria, Australia (BHP Billiton
Limited), BHP Billiton Petroleum (North America) Inc., a
Delaware corporation (Parent) and a wholly owned
subsidiary of BHP Billiton Limited and North America
Holdings II Inc., a Delaware corporation
(Purchaser) and a wholly owned subsidiary of Parent,
as amended on July 27, 2011.
Except as otherwise indicated in this Amendment, the information
set forth in the Schedule TO remains unchanged. Capitalized
terms used but not defined herein have the meanings ascribed to
them in the Schedule TO.
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Item 11.
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Additional
Information.
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(a) The information set forth in the section of the Offer
to Purchase entitled The Merger Agreement; Other
Agreements Other Agreements Retention
Agreements is hereby amended by amending and restating the
last sentence thereof to read as follows:
In addition, following the execution of the Merger Agreement,
the Company entered into (i) a retention agreement with
Joan W. Dunlap, whose retention agreement is substantially
in the form of the 90 Day Executives Retention Agreement,
except that Ms. Dunlaps retention agreement does not
provide for Welfare Continuation as part of the Severance
Benefits, and (ii) a retention agreement with Charles E.
Cusack, whose retention agreement is substantially in the form
of the 2012 Executives Retention Agreements.
1
SIGNATURES
After due inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
NORTH AMERICA HOLDINGS II INC.
Name: David Powell
BHP BILLITON PETROLEUM (NORTH AMERICA) INC.
Name: David Powell
BHP BILLITON LIMITED
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By:
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/s/ David
A. Williamson
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Name: David A. Williamson
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Title:
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Head of Group Legal and Chief Compliance Officer
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Dated: July 28, 2011