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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): January 27, 2006
PETROHAWK ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-25717
(Commission File Number)
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86-0876964
(I.R.S. Employer
Identification No.) |
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1100 Louisiana, Suite 4400
Houston, Texas
(Address of principal executive offices)
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77002
(Zip Code) |
Registrants telephone number, including area code: (832) 204-2700
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 (see General
Instruction A.2):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
In connection with the transactions disclosed in Item 2.01 below, effective as of January 27,
2006, we amended our Amended and Restated Senior Revolving Credit Agreement dated as of July 28,
2005, with BNP Paribas, as administrative agent for the lenders, Bank of America, N.A. and Harris
Nesbitt Financing, Inc., each as syndication agent for the lenders; and JP Morgan Chase Bank, N.A.
and Wells Fargo Bank, N.A. as co-documentation agents for the lenders. The amendment increased the
maximum credit amount to $600,000,000 and increased the borrowing base to $400,000,000. The
amendment permitted the transactions described in Item 2.01 below and our repurchase of 3,322,441
shares of our common stock from EnCap Investments, L.P. and certain of its affiliates (the EnCap
Transaction). The terms of our repurchase are set forth more fully in our Form 8-K filed on
January 31, 2006.
The foregoing summary of certain terms of the amendment is qualified in its entirety by
reference to the Second Amendment to Amended and Restated Senior Revolving Credit Agreement
attached as Exhibit 10.1.
Effective as of January 27, 2006, we also amended our Amended and Restated Second Lien Term
Loan Agreement dated as of July 28, 2005, with BNP Paribas, as administrative agent for the
lenders. The amendment increased the maximum commitment amount to $300,000,000 and provided for an
additional incremental commitment in the amount of $75,000,000 in connection with the transactions
disclosed in Item 2.01. The amendment also permitted the transactions described in Item 2.01 below
and provided for the EnCap Transaction.
The foregoing summary of certain terms of the amendment is qualified in its entirety by
reference to the Second Amendment to Amended and Restated Second Lien Term Loan Agreement attached
as Exhibit 10.2.
In connection with the amendments to the loan agreements described above, we also entered into
a Supplement and Amendment to Amended and Restated Guarantee and Collateral Agreement (Revolver)
dated as of January 27, 2006 and a Supplement and Amendment to Amended and Restated Guarantee and
Collateral Agreement (Term Loan) dated as of January 27, 2006,
to which all of our subsidiaries are parties and have pledged all or
substantially all of their assets as collateral for the loans.
The foregoing descriptions of the Supplement and Amendment to Guarantee (Revolver) and the
Supplement and Amendment to Guarantee (Term Loan) are qualified in their entirety by reference to
Exhibits 10.3 and 10.4, respectively, attached hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 27, 2006, we completed our acquisition of all of the issued and outstanding common
stock of Winwell Resources, Inc. (Winwell) pursuant to a Stock Purchase Agreement dated as of
December 14, 2005. We paid aggregate consideration of $208,032,170 in cash. Also on January 27,
2006, we completed our acquisition of certain assets pursuant to an Asset Purchase Agreement, as
amended, with Redley Company, Burris Run Company and Red Clay Minerals made and entered into as of
December 14, 2005. The aggregate consideration paid in the asset purchase transaction was
$86,235,735 in cash. In these transactions, we acquired oil and gas properties with approximately
106 Bcfe of internally estimated proved reserves. We estimate the acquired properties currently
have production of approximately 16 Mmcfe per day. The acquired properties are located in the Elm
Grove and Caspiana fields in North Louisiana.
Item 3.02 Unregistered Sale of Equity Securities
On February 1, 2006 we issued and sold 13,000,000 shares of our common stock for $14.50 per
share, for an aggregate offering amount of $188,500,000. We received approximately $180,771,500 in
proceeds from the offering after placement agents fees and before offering expenses. The common
stock was offered and sold pursuant to the private placement exceptions from registration provided
in Regulation D, Rule 506, under Section 4(2) of the Securities Act of 1933, as amended, (the
Act), and Regulation S of the Act. Shares of the common stock were offered and sold only to
accredited investors (as defined in Rule 501(a) of the Act) and non-United States persons
pursuant to offers and sales that occur outside the United States within the meaning of Regulation
S under the Act.
We entered into a registration rights agreement for the benefit of the purchasers in the
private placement in which we have agreed to file and cause to be declared effective by the U.S.
Securities and Exchange Commission (the SEC) a registration statement covering resales of our
common stock as soon as reasonably practical and in any event within 75 days after the closing of
the offering. The registration rights agreement provides for liquidated damages if such
registration statement is not filed and declared effective by the SEC on or prior to the date 75
days after the closing of the offering of $.0048285 per share for each day of delay.
The foregoing summary of certain terms of the registration rights agreement is qualified in
its entirety by reference to the Registration Rights Agreement attached as Exhibit 10.5
Item 9.01 Financial Statements and Exhibits.
(a) |
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Financial Statements of Businesses Acquired. |
Audited financial statements of Winwell will be filed by amendment to this Current Report on
Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is
due.
(b) |
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Pro Forma Financial Information. |
Pro forma financial information giving effect to our acquisition of Winwell will be filed by
amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which
this Current Report on Form 8-K is due.
(d) |
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Exhibits. The following exhibits are filed as part of this current Report on Form 8-K: |
10.1 |
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Second Amendment to Amended and Restated Senior Revolving Credit Agreement effective as of
January 27, 2006 by and among Petrohawk Energy Corporation, as borrower, BNP Paribas, as
administrative agent, and the lenders party thereto. |
10.2 |
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Second Amendment to Amended and Restated Second Lien Term Loan effective as of January 27,
2006 by and among Petrohawk Energy Corporation, as borrower, BNP Paribas, as administrative
agent, and the lenders party thereto. |
10.3 |
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Supplement and Amendment to Amended and Restated Guarantee and Collateral Agreement
(Revolver) dated as of January 27, 2006 by Petrohawk Energy Corporation, in favor of BNP
Paribas, as administrative agent, for the banks and other financial institutions parties to
the Amended and Restated Senior Revolving Credit Agreement, as amended, supplemented or
modified from time to time. |
10.4 |
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Supplement and Amendment to Amended and Restated Guarantee and Collateral Agreement (Term
Loan) dated as of January 27, 2006 by Petrohawk Energy Corporation, in favor of BNP Paribas,
as administrative agent, for the banks and other financial institutions parties to the Amended
and Restated Second Lien Term Loan, as amended, supplemented or modified from time to time. |
10.5 |
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Registration Rights Agreement dated as of February 1, 2006 by Petrohawk Energy Corporation,
Lehman Brothers Inc. and Friedman, Billings, Ramsey & Co., Inc. |
SIGNATURE
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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PETROHAWK ENERGY CORPORATION
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By: |
/s/ Shane M. Bayless
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Executive Vice President- Chief Financial Officer and Treasurer |
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Date: February 2, 2006
EXHIBIT INDEX
10.1 |
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Second Amendment to Amended and Restated Senior Revolving Credit Agreement effective as of
January 27, 2006 by and among Petrohawk Energy Corporation, as borrower, BNP Paribas, as
administrative agent, and the lenders party thereto. |
10.2 |
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Second Amendment to Amended and Restated Second Lien Term Loan effective as of January 27,
2006 by and among Petrohawk Energy Corporation, as borrower, BNP Paribas, as administrative
agent, and the lenders party thereto. |
10.3 |
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Supplement and Amendment to Amended and Restated Guarantee and Collateral Agreement
(Revolver) dated as of January 27, 2006 by Petrohawk Energy Corporation, in favor of BNP
Paribas, as administrative agent, for the banks and other financial institutions parties to
the Amended and Restated Senior Revolving Credit Agreement, as amended, supplemented or
modified from time to time. |
10.4 |
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Supplement and Amendment to Amended and Restated Guarantee and Collateral Agreement (Term
Loan) dated as of January 27, 2006 by Petrohawk Energy Corporation, in favor of BNP Paribas,
as administrative agent, for the banks and other financial institutions parties to the Amended
and Restated Second Lien Term Loan, as amended, supplemented or modified from time to time. |
10.5 |
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Registration Rights Agreement dated as of February 1, 2006 by Petrohawk Energy Corporation,
Lehman Brothers Inc. and Friedman, Billings, Ramsey & Co., Inc. |