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): August 11, 2008
PETROHAWK ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-33334
|
|
86-0876964 |
|
|
|
|
|
|
| (State or other jurisdiction of
|
|
Commission
|
|
(I.R.S. Employer |
| incorporation or organization)
|
|
File Number
|
|
Identification No.) |
| |
|
|
|
|
| 1000 Louisiana, Suite 5600 |
|
|
|
|
| Houston, Texas
|
|
|
|
77002 |
|
|
|
|
|
|
| (Address of principal executive offices)
|
|
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (832) 204-2700
(Former name, former address and former fiscal year, 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:
| 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 August 11, 2008, Petrohawk Energy Corporation (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell an aggregate
of 25,000,000 shares of its common stock, $0.001 par value (the “Common Stock”) to the several
underwriters named in the Underwriting Agreement (the “Underwriters”). Pursuant to the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional
3,750,000 shares of Common Stock at the public offering price less underwriting discounts and
commissions.
The Company has been notified that the Underwriters have exercised in full their option to
purchase additional shares of Common Stock. The Company expects that the closing of the transaction
under the Underwriting Agreement, including closing on shares of Common Stock subject to the
Underwriters’ option to purchase additional shares, will occur on or about August 15, 2008, subject
to customary closing conditions.
The net proceeds from the sale of the Common Stock to be sold pursuant to the Underwriting
Agreement (including Common Stock to be sold pursuant to the Underwriters’ option to purchase
additional shares) are estimated to be approximately $733 million (after deducting underwriting
discounts and commissions and estimated expenses).
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference. The description of the Underwriting Agreement in this Current Report on Form
8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:
| |
|
|
| Exhibit No. |
|
Item |
| |
1.1
|
|
Underwriting Agreement, dated August 11, 2008, among the Company and Lehman
Brothers Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the several underwriters named therein. |
|
|
|
5.1
|
|
Opinion of Thompson & Knight LLP as to the validity of the Common Stock. |
|
|
|
23.1
|
|
Consent of Thompson & Knight LLP (included in exhibit 5.1) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly
authorized.
| |
|
|
|
|
| |
PETROHAWK ENERGY CORPORATION
|
|
| Date: August 14, 2008 |
By: |
/s/ C. Byron Charboneau
|
|
| |
|
C. Byron Charboneau |
|
| |
|
Vice President - Chief Accounting Officer and
Controller |
|