20 Apr 2012listing compliance notice▼ BadMajor
PETROHAWK ENERGY CORP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Nov 2011financial restatement▼ BadMajor
On November 8, 2011 the board concluded that the 2010 annual financial statements and several interim statements (June and September 2010, March and June 2011) should no longer be relied upon, because the May 2010 transfer of the Haynesville gathering system to the KinderHawk joint venture (about $917 million for a 50% stake) was wrongly booked as a sale. About $155 million of the $719.4 million deferred gain was recognized in 2010 and $95 million in the first half of 2011. Petrohawk plans to restate, and will miss the November 9 deadline for its third-quarter report. The filing says there is no evidence of fraud, the change does not affect the joint venture's commercial arrangements or net cash flows, and the errors were found during transition after the BHP acquisition. The former auditor Deloitte also said its 2010 audit report should not be relied upon. This reopens the KinderHawk accounting from the earlier sales.
3 Oct 2011material agreement● Neutral
On September 27, 2011 Petrohawk gave notice cutting the commitments under its bank credit agreement (BNP Paribas as agent) from $2.5 billion to $25 million, effective October 3, 2011. The filing says this was voluntary, based on other sources of capital being available as a BHP subsidiary. This follows the BHP takeover and shrinks the revolving credit facility described earlier.
12 Sept 2011listing compliance notice▼ BadMajor
PETROHAWK ENERGY CORP deregistered its securities, ending its obligation to file reports with the SEC.
30 Aug 2011listing compliance notice● NeutralMajor
PETROHAWK ENERGY CORP's exchange filed to remove a class of its securities from listing.
26 Aug 2011business combination● NeutralMajor
The BHP takeover closed. The tender offer expired August 19, 2011 with about 293.9 million shares (about 97.4% of the total) tendered, and on August 25, 2011 the merger sub merged into Petrohawk, which is now a wholly owned BHP subsidiary. Each remaining share was converted into the right to receive $38.75 in cash, except shares held by BHP-side entities or by holders who properly demand appraisal. NYSE trading was suspended after August 25, 2011, and Petrohawk asked the NYSE to file the form to delist and deregister the shares. Three directors (Christmas, Irish, Merriman) resigned and the BHP-side directors took over, with Christmas and David Nelson then appointed by BHP's parent. KPMG replaced Deloitte as auditor, and the charter and bylaws were rewritten. This resolves the BHP offer thread.
24 Aug 2011business combination● NeutralMajor
BHP's buyer accepted the tendered shares on August 20, 2011, which gave BHP control of Petrohawk. BHP's designees (Yeager, Powell, Sahlberg, Smith) replaced six directors including CEO Floyd Wilson, and Deloitte was dismissed as auditor. The change of control also obliges Petrohawk to offer to buy back its 10.5% notes due 2014 ($600M) and 7.875% notes due 2015 ($800M) at 101% of principal within 30 days. Shares will leave the NYSE after the merger; funds came from BHP's cash, commercial paper and new $7.5 billion facilities.
22 Aug 2011business combination● NeutralMajor
BHP's side filed the final amendment reporting the same result: the offer expired August 19, 2011 with about 293.9 million shares (about 97.4%) tendered, all accepted for payment, with a short-form merger to follow at $38.75 cash per share, except for appraisal holders. It adds the August 21 press release as an exhibit and has no new terms.
22 Aug 2011business combination● NeutralMajor
The BHP offer expired at midnight on August 19, 2011 with about 293.9 million shares (about 97.4% of those outstanding) tendered, including about 36.0 million by guaranteed delivery. BHP's buyer accepted them for payment and plans a quick short-form merger in which remaining shares, except those of holders who properly demand appraisal, convert to $38.75 cash. This resolves the tender-offer thread; the merger itself was still to come.
19 Aug 2011business combination▲ Good
Petrohawk reported that on August 15, 2011 its bank lenders, led by BNP Paribas, agreed in advance to waive defaults under its revolving credit agreement that the BHP deal could otherwise trigger, such as a change in control and any call or redemption of its senior notes, and consented to the transactions. This removes a debt obstacle to closing; the filing gives no figures on the facility.
18 Aug 2011business combination▲ Good
Petrohawk's side of the filing repeats that U.S. national security review (CFIUS) notified both companies on August 17, 2011 that it had no concerns about the BHP deal, and adds the joint press release as an exhibit. Nothing else changes, including the $38.75 price.
18 Aug 2011business combination▲ Good
BHP and Petrohawk announced on August 17, 2011 that the U.S. national security review (CFIUS) found no concerns with the deal, clearing a regulatory step. BHP also disclosed that on August 18, 2011 it signed new unsecured bank facilities totalling $7.5 billion (a $5 billion 364-day term loan and a $2.5 billion 364-day revolver) to help fund the purchase, alongside cash and its U.S. commercial paper program. The $38.75 price is unchanged.
15 Aug 2011business combination▲ Good
Petrohawk's own filing reports the same August 12, 2011 agreement in principle to settle the Delaware and Texas state-court shareholder suits over added disclosures, with dismissal with prejudice. It is subject to court approval and to completion of the BHP offer and merger, and there is no assurance it will be approved.
15 Aug 2011business combination▲ Good
On August 12, 2011 Petrohawk, its directors and BHP entities signed a memorandum of understanding to settle the Delaware and Texas state-court shareholder suits, in exchange for added disclosures made in Amendment No. 3. The suits would be dismissed with prejudice, but the settlement needs final paperwork, approval by the Harris County court, and completion of the offer and merger, and defendants deny wrongdoing. This partly resolves the litigation thread, though the settlement is not final.
10 Aug 2011business combination● Neutral
BHP's side amended its offer document with Petrohawk's management forecasts (for example 2011 revenue of $2,144 million and free cash flow of negative $1,758 million, turning positive in 2014). It also corrected background details of the negotiation, including Wilson's $40.00 ask and BHP's $38.75 counter, and added the compensation committee's approval of the retention arrangements. The $38.75 offer price is unchanged.
10 Aug 2011business combination● Neutral
Petrohawk added detail on how the BHP deal came about. BHP's adviser Barclays contacted CEO Floyd Wilson in May 2011. The board hired Goldman Sachs on June 20, 2011. A June 16 meeting weighed BHP's June 14 proposal against staying independent, noting that BHP had about $16 billion of cash, that its proposal had no financing contingency, and that a competing bid was seen as unlikely. The board also discussed risks of staying independent, including low gas prices and having to outspend cash flow for several years. Wilson countered at $40.00 per share and sought a lower termination fee and shorter match period (the rest of the filing is truncated). The compensation committee also approved the executive retention arrangements. It also notes that in late 2010 Petrohawk had extended talks, including about a sale of the whole company, with another company under a confidentiality agreement that would not stop it from making a competing proposal. This expands the background but does not change the $38.75 price.
28 July 2011business combination● Neutral
BHP's side filed the matching amendment adding the Dunlap and Cusack retention agreements to its offer document. Nothing changes in the $38.75 price or the offer terms.
28 July 2011business combination● Neutral
Petrohawk amended its offer response to say that, after the merger agreement was signed, it also entered retention agreements with Joan W. Dunlap and Charles E. Cusack, on terms similar to those of the earlier executive retention agreements (Dunlap's without continued welfare benefits). It also deleted one paragraph and renamed a heading. There is no change to the $38.75 price or the offer terms.
27 July 2011business combination▼ Bad
Petrohawk updated its BHP tender-offer response to list the shareholder lawsuits: four in Delaware Chancery Court and three in Harris County, Texas, naming the company and its directors, with BHP entities also named in some. They allege the board failed to maximize value and agreed to overly restrictive deal protections, and seek to block the deal, or undo it if completed, plus damages; Petrohawk says they are without merit. This repeats the litigation BHP disclosed on July 27 from Petrohawk's side, naming the cases.
27 July 2011business combination▼ BadMajor
BHP amended its tender offer filing to disclose that Petrohawk and its directors face purported class action lawsuits over the deal in Delaware Chancery Court and Harris County, Texas, with BHP entities also named in several. The suits allege the board failed to maximize value and agreed to overly restrictive deal protections, and seek to block the deal, or rescind it if completed, plus damages. BHP says the suits are without merit. It also made minor corrections to officer and ownership details. This is a new legal risk to the transaction.
25 July 2011business combination● NeutralMajor
Petrohawk's formal response to BHP's tender offer, as the board's recommendation filing: the offer is $38.75 cash per share and expires at midnight New York time on August 19, 2011, unless extended. Once a majority of shares are tendered and paid for, BHP can designate directors to the board (up to eight if it is at its maximum size of eleven), and untendered shares would be cancelled and converted into $38.75 in the merger. The text provided is truncated, so the board's reasoning and the Goldman Sachs opinion are not visible here. Shareholders' final treatment is still pending.
25 July 2011business combination● NeutralMajor
On July 25, 2011 BHP's subsidiary formally launched its $38.75-per-share cash tender offer for all Petrohawk shares, valued at about $12.16 billion on 303,892,075 shares outstanding plus 9,866,952 shares reserved for options and appreciation rights. The cover page does not state the expiration date, which Petrohawk's own filing sets at midnight August 19, 2011 unless extended. This is the step announced on July 15; shareholders' final treatment is still pending.
20 July 2011business combination● Neutral
Petrohawk filed a short pre-commencement notice that simply points to the July 20, 2011 8-K on the BHP merger agreement. It adds no new information.
20 July 2011business combination● NeutralMajor
Petrohawk's formal report on the July 14, 2011 merger agreement with BHP Billiton: $38.75 cash per share via a tender offer, then a merger for any untendered shares at the same price (shareholders who properly demand appraisal are excluded). The offer needs a majority of shares tendered, U.S. antitrust and CFIUS clearance, and has no financing condition; Petrohawk owes BHP a $395 million fee if the agreement ends under specified circumstances. Seven executives (Wilson, Mize, Herod, Holcombe, Stoneburner, Helm, Elkouri) signed retention agreements effective only when BHP accepts shares; for example Wilson gets a $2,000,000 retention bonus at that point and a later $3,000,000 consulting fee. This confirms the terms of the July 15 announcement.
15 July 2011business combination● Neutral
BHP Billiton filed preliminary materials (press release, presentation, call transcripts and the July 14, 2011 merger agreement) ahead of its planned $38.75-per-share cash tender offer for Petrohawk. The tender offer had not yet begun; this filing carries no new terms beyond the July 15 announcement.
15 July 2011business combination▲ GoodMajor
On July 14-15, 2011 Petrohawk agreed to be acquired by BHP Billiton for $38.75 per share in cash through a tender offer, valuing the equity at about $12.1 billion. The board unanimously recommends that shareholders accept. The tender offer is expected to start by July 25, 2011 and needs a majority of shares tendered plus U.S. antitrust and CFIUS clearance. Shares not tendered would be converted into the same $38.75 in the merger, and closing is expected in the third quarter of 2011. This is a proposed deal, not yet completed, so shareholders' treatment is not yet final.
6 July 2011asset acquisition disposition● NeutralMajor
On July 1, 2011 Petrohawk closed the sale of its remaining 50% of KinderHawk to Kinder Morgan and 25% of EagleHawk, for about $920 million ($836 million after closing adjustments). Petrohawk keeps control of EagleHawk and still consolidates it. A fourth credit amendment permits the transfers, keeps the oil and gas borrowing base at $1.8 billion and cuts the midstream part to zero. The pro forma statements show long-term debt falling by $364 million for the KinderHawk sale. This completes the deal announced May 4.
20 May 2011debt financing● Neutral
On May 17, 2011 Petrohawk agreed to sell $600 million of 6.25% senior notes due 2019 at face value, for net proceeds of about $589 million; the deal closed May 20, 2011. Lenders waived a credit-agreement rule that would have cut the borrowing base for new debt, so it stays at $1.9 billion. Petrohawk must also register the notes for exchange within 90 days of May 20, or pay extra interest. The filing does not state a use of proceeds.
10 May 2011material agreement● NeutralMajor
On May 4, 2011 Petrohawk agreed to sell its remaining 50% of the KinderHawk gathering joint venture to a Kinder Morgan affiliate, and 25% of a new Eagle Ford gathering company called EagleHawk to another Kinder Morgan affiliate, for about $920 million combined, subject to adjustments. EagleHawk will hold the gathering and treating assets for the Hawkville and Black Hawk fields, and Petrohawk's Eagle Ford production will be dedicated to it. Closing was expected around July 1, 2011, subject to third-party consents. This sells the KinderHawk stake first sold in half in May 2010.
3 Feb 2011debt financing● Neutral
The $400 million add-on of 7 1/4% notes due 2018 closed on January 31, 2011. Petrohawk must file an exchange-offer registration within 90 days and have it effective within 270 days, or pay extra interest. On February 1 it gave notice that it will redeem all $272.375 million of its 7 1/8% notes due 2012 on March 17, 2011 at 100% of face plus accrued interest, funded partly by the new notes. This carries out the plan in the January 20 filing.