Each one in plain English, with the numbers worked through for a shareholder.
20 Jan 2011debt financing● Neutral
On January 14, 2011 Petrohawk agreed to sell Barclays an extra $400 million of its 7 1/4% notes due 2018, adding to the $825 million issued in August 2010, at 100.175% of face for net proceeds of about $400.5 million. It plans to use part of the money to redeem all of its 7 1/8% notes due 2012, with the rest for general purposes, which may include repaying the credit facility. Closing was expected January 31, 2011.
28 Dec 2010asset acquisition disposition● NeutralMajor
On December 22, 2010 Petrohawk sold its Fayetteville Shale gas properties (the position agreed in 2007) to an affiliate of XTO Energy for $575 million in cash before adjustments, effective October 1, 2010, and XTO agreed to buy the Fayetteville midstream assets for about $75 million, expected to close in the first quarter of 2011. A second credit amendment clarifies permitted asset sale provisions, and the oil and gas borrowing base is now about $1.55 billion (down from $1.75 billion) after the sale. This resolves the Fayetteville open thread; the pro forma shows about $129 million of debt paydown from the upstream proceeds.
Effective November 8, 2010 Petrohawk amended its August 2010 credit agreement, setting the borrowing base on its oil and gas properties at about $1.75 billion. The amendment let new lenders into the $2.0 billion facility and reallocated each lender's commitments.
The $825 million 7 1/4% notes due 2018 closed on August 17, 2010, and about $689 million of the proceeds was used to buy back $652.7 million (about 84.9%) of the 9 1/8% notes due 2013 that holders tendered. Petrohawk will redeem the remaining $115,985,000 on September 20, 2010 at 104.563% of face, and expects about $84.5 million of charges in the third quarter of 2010. Remaining 2013 note holders also lose protective covenants through the amended indenture. It must also offer to exchange the new notes for registered ones (file within 90 days, effective within 270 days) or face extra interest.
On August 3, 2010 Petrohawk agreed to sell $825 million of 7 1/4% Senior Notes due 2018 to initial purchasers led by Barclays Capital in a private placement, at 100% of face value, for net proceeds of about $809.3 million. The filing does not state the use of proceeds here (the next filing links it to buying back the 2013 notes).
On August 2, 2010 Petrohawk replaced its October 2009 credit agreement with a Fifth Amended and Restated $2.0 billion revolver, with an initial available borrowing base of about $1.05 billion. Borrowing costs are slightly lower (LIBOR plus 2.00-3.00% versus 2.25-3.25%) and maturity extends from July 1, 2013 to July 1, 2014. It remains secured by first-priority liens on substantially all assets, with the same 2.5x interest coverage and 1.0x current ratio covenants.
27 May 2010asset acquisition disposition▲ GoodMajor
On May 21, 2010 Petrohawk closed the KinderHawk joint venture: it put its Haynesville Shale gathering and treating business into the new company, and Kinder Morgan's affiliate contributed $921 million in cash, which was paid out to Petrohawk (higher than the $875 million first announced). Each side owns 50%, Petrohawk must deliver at least 50% of projected production from covered wells for five years, and each side must fund up to $201.3 million of further capital contributions across 2010-2011, less amounts spent before closing. This resolves the pending joint venture thread; the pro forma balance sheet shows long-term debt falling by $579 million, which the filing's adjustment note ties to the proceeds.
On May 24, 2010 Petrohawk said its Kinder Morgan Haynesville midstream joint venture ($875 million) and the $320 million Terryville Field sale had closed, bringing 2010 asset sales to about $1.37 billion against a $1 billion target. It also lowered 2010 production guidance to 650-660 MMcfe/d from 670-680 and gave 2010-2012 capital spending guidance, with 2010 at $2,130 million.
On May 17, 2010 Petrohawk amended its October 2009 credit agreement so the KinderHawk joint venture can close, expressly permitting the transfer of the Haynesville gathering business and required capital contributions. The filing says the borrowing base is about $1.3 billion after the sale of interests in the Terryville and WEHLU fields (a sale not described in earlier filings here), and will be $1.05 billion once the joint venture closes, as the midstream portion falls to about $50 million.
On April 12, 2010 Petrohawk agreed to put its Haynesville Shale gathering and treating business in Northwest Louisiana into a new 50/50 joint venture, KinderHawk Field Services, with an affiliate of Kinder Morgan Energy Partners, which will contribute $875 million in cash, paid out to Petrohawk. Petrohawk must supply at least 50% of its projected Haynesville production for five years, pay a $0.34/Mcf gathering fee, and fund up to $201.3 million of capital contributions in 2010-2011. Closing is expected by the end of May 2010, subject to antitrust and other conditions.
5 Nov 2009asset acquisition disposition● NeutralMajor
On October 30, 2009 Petrohawk closed the sale of its Permian Basin properties for $376 million in cash before closing adjustments, with $37.6 million already received as a deposit. The buyer is described only as a privately-owned company; the agreement named Merit Management Partners I, L.P. The borrowing base was cut by $200 million to $1.18 billion, and $36 million was drawn on the revolver. The pro forma balance sheet shows $338.4 million received by a qualified intermediary, linking to the earlier open thread on like-kind exchange funds.
On October 14, 2009 Petrohawk replaced its September 2008 credit agreement with a Fourth Amended and Restated $2.0 billion revolver, with an initial available borrowing base of $1.38 billion that falls to $1.18 billion when the Permian sale closes. Borrowing costs rise sharply: LIBOR plus 2.25-3.25%, versus 1.25-2.00% before. The facility still matures July 1, 2013 and is secured by first-priority liens on substantially all assets.
On September 18, 2009 Petrohawk agreed to sell its Permian Basin properties to Merit Management Partners I, L.P. for $376 million in cash, subject to adjustments, with closing expected by October 30, 2009. The properties had 177 Bcfe of estimated proved reserves at December 31, 2008 and produce about 30 MMcfe/d. This is the Permian position earlier planned for an MLP that was delayed in January 2008; the filing does not say why it is being sold outright.
On August 5, 2009 Petrohawk agreed to sell 25,000,000 new common shares to underwriters led by Barclays Capital and J.P. Morgan, with a 30-day option for 3,750,000 more. Net proceeds are estimated at about $549.1 million excluding the option, with closing expected around August 11, 2009. This is another dilutive share issue after the February 2009 offering; the filing does not state the use of proceeds.
On June 10, 2009 Petrohawk ended its shareholder rights plan (the poison pill adopted October 14, 2008) four months before its October 14, 2009 expiry. The rights are being de-registered and delisted, with no effect on the common stock. The company says it has no present intention of adopting a similar plan, and its policy would require a shareholder vote within 12 months of any new one. This follows the June 12 exchange notice about removing a class of securities from listing, which was these rights.
On February 26, 2009 Petrohawk agreed to sell 22,000,000 new common shares, with a 30-day option for 3,300,000 more. Net proceeds are estimated at about $376.1 million excluding the option, with closing expected around March 4, 2009. This is another share issue that dilutes existing holders; the filing does not state the use of proceeds.
On January 22, 2009 Petrohawk agreed to sell $600 million of 10 1/2% senior notes due 2014. The notes were priced at 91.279% of face to yield 12 3/4%, with net proceeds of about $535.4 million, and the indenture is dated January 27, 2009. They are unsecured and rank behind the secured revolver, and the company must file an exchange-offer registration by April 27, 2009. The coupon is notably higher than the 7 7/8% notes sold in 2008. The filing does not state the use of proceeds.
On September 10, 2008 Petrohawk replaced its $1 billion revolver with a Third Amended and Restated credit agreement: a $1.5 billion facility with a $1.1 billion borrowing base, redetermined semi-annually, and drawn amounts maturing July 1, 2013. Borrowings are secured by first-priority liens on substantially all company assets, including subsidiary equity, and the agreement has covenants on working capital, interest coverage, dividends and debt.
On August 11, 2008 Petrohawk agreed to sell 25,000,000 new common shares, and the underwriters exercised in full their option for 3,750,000 more. Net proceeds are estimated at about $733 million, with closing expected around August 15, 2008. This is another large share issue that dilutes existing holders; the filing does not state the use of proceeds.
On June 16, 2008 Petrohawk agreed to sell a further $300 million of 7 7/8% senior notes due 2015 to Merrill Lynch, treated as the same class as the $500 million issued May 13. Net proceeds of about $293.5 million are expected to fund the 2008 capital budget, acquisitions and working capital. After the May and June financings, pro forma total debt at March 31, 2008 would be about $1.83 billion, with about $800 million available under the revolver.
On May 13, 2008 Petrohawk issued the $500 million of 7 7/8% senior notes due 2015 agreed on May 9, under an indenture with U.S. Bank Trust National Association. The notes are unsecured, guaranteed by subsidiaries and rank behind the secured revolver. Holders can require repurchase at 101% on a change of control, and a registration rights agreement was signed. This completes the offering announced in the prior filing.
Petrohawk agreed to sell 25,000,000 new common shares (net proceeds about $632.4 million, with a 3,750,000-share option for the underwriters) and, separately, $500 million of 7 7/8% senior notes due 2015 sold at 100% (net about $489.5 million), both expected to close around May 13, 2008. The notes carry registration rights. The filing does not state how the proceeds will be used. The share sale dilutes existing holders and the notes add debt.
Effective February 5, 2008, a Fifth Amendment to the revolving credit agreement raised the borrowing base from $675 million to $1 billion, including a $100 million component that expires February 5, 2009. Borrowings above $900 million carry higher margins (2.00% LIBOR, 0.750% ABR), and a 2008 waiver lets the company hedge up to 70% of forecast production by swaps. This reverses the cut to $675 million made at the Gulf Coast sale closing.
On January 29, 2008 Petrohawk agreed to sell 18,000,000 new common shares to underwriters. The underwriters have exercised in full their option for 2,700,000 more shares, and net proceeds are estimated at about $296.3 million, with closing expected February 1, 2008. This adds shares to the count, diluting existing holders; the filing does not state the use of proceeds.
Petrohawk issued a press release with 2007 operating updates, a 2008 outlook and an updated 2008 capital budget; the figures are in the press release, which is not reproduced here. It also said that, citing market conditions, it has delayed its proposed IPO of units in a master limited partnership that would have held a substantial portion of its long-lived Permian Basin properties.
7 Dec 2007asset acquisition disposition● NeutralMajor
The Gulf Coast division sale to Milagro closed November 30, 2007 for $825 million ($700 million cash plus a $125 million 12% note). The properties produced about 100 Mmcfe/d and had 204 Bcfe of proved reserves at December 31, 2006. The revolver borrowing base fell from $900 million to $675 million, with $610 million drawn at November 30. Pro forma data show $650 million of the cash sitting with a qualified intermediary for possible like-kind exchanges. This resolves the October 15 sale agreement.
On November 26, 2007 Petrohawk agreed to buy about 24,000 net acres of Fayetteville Shale leases in Van Buren and Conway Counties, Arkansas, producing about 11 Mmcfe/d, for $343 million cash. The economic effective date is October 1, 2007, and closing is expected by December 31, 2007. This is a new area for the company and is separate from the Gulf Coast sale.
On October 15, 2007 Petrohawk agreed to sell its entire Gulf Coast division to Milagro Development I, LP for $825 million ($700 million cash plus a $125 million 12% note), effective July 1, 2007, with closing expected in Q4 2007. A Fourth Amendment lifts the revolver borrowing base to $900 million until closing, then cuts it to $675 million. This follows earlier Gulf of Mexico sales and moves the company away from the Gulf Coast assets it gained in the Mission and KCS deals.