Each one in plain English, with the numbers worked through for a shareholder.
15 May 2008material agreement● Neutral
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.
On July 25, 2007 Petrohawk signed a Third Amendment to its revolving credit agreement, allowing it to redeem or repurchase up to a combined $375 million of its 9 1/8% notes due 2013 and 7 1/8% notes due 2012, subject to conditions. This only gives permission; the filing does not say any notes will be bought back.
Petrohawk reported 2006 results: record revenue of $201.9 million for Q4 and $587.8 million for the year, and 2006 net income of $116.6 million ($0.92 per diluted share). Proved reserves rose from 437 Bcfe to 1.076 Tcfe. The company credits the KCS merger and drilling in North Louisiana (Elm Grove, Terryville). It also applied to move its listing from NASDAQ (HAWK) to the NYSE under the symbol HK, with trading expected to start March 13, 2007.
TUDOR INVESTMENT CORPORATION, PAUL TUDOR JONES, II, JAMES J. PALLOTTA, TUDOR PROPRIETARY TRADING, L.L.C, THE TUDOR BVI GLOBAL PORTFOLIO LTD., THE RAPTOR GLOBAL PORTFOLIO LTD., THE ALTAR ROCK FUND L.P disclosed a new substantial PETROHAWK ENERGY CORP shareholding (5.10% of votes).
Petrohawk reported that its Q4 2006 net production rate was 318 Mmcfe/d, up 175% from Q4 2005 net of divested properties that were producing about 30 Mmcfe/d. It cited divestments, voluntary price-related shut-ins in early October and completion delays as affecting the quarter, and said divestments brought in about $135 million. It set a 2007 capital budget of about $575 million, with about 65% of 2007 production hedged at average floors of $7.22/Mmbtu gas and $63.05/Bbl oil. The company's address is now 1000 Louisiana, Suite 5600.
Petrohawk filed updated unaudited pro forma financials (as of June 30, 2006) and KCS's June 30, 2006 financials for the KCS merger that closed July 12, 2006. The pro forma figures show combined total assets of about $4.15 billion and long-term debt of about $1.38 billion, and pro forma six-month net income of about $100.4 million. They are illustrative only, and the purchase price allocation is preliminary. This follows up the July 17 8-K and adds no new transaction.
Effective August 11, 2006 the board raised pay for non-employee directors. Annual restricted stock grants go from 5,000 to 10,000 shares (15,000 for the Vice Chairman), new-director grants from 7,500 to 10,000 shares, and the annual cash retainer from $20,000 to $50,000 from September 30, 2006, plus committee fees (audit chair $15,000, compensation chair $7,500, reserves chair $5,000). Directors may take cash pay in stock.
On July 27, 2006 Petrohawk sold an extra $125 million of its 9 1/8% senior notes due 2013 at 101.125% of face value, for gross proceeds of about $140.6 million, and used the net proceeds to repay its senior credit agreement debt. A July 24 amendment to the revolver allowed the issue. This raises the 2013 notes to $775 million in total and shifts some borrowing from the bank facility to fixed-rate notes.
17 July 2006asset acquisition disposition● NeutralMajor
The KCS merger closed on July 12, 2006, with Petrohawk as the surviving company and successor to KCS's 7 1/8% notes due 2012. The same day, Petrohawk issued the 9 1/8% notes due 2013, signed a Second Amended and Restated Senior Revolving Credit Agreement, and accepted $124.236 million of the 9 7/8% 2011 notes (the Mission notes) in its tender offer, then stripped most protective covenants from the remaining notes. Shareholders approved the larger incentive plans (employee 7.05M shares, director 600,000), and Petrohawk signed two-year employment agreements with Wilson ($500,000 salary) and other executives, and a one-year agreement with William Hahne as COO. This resolves the KCS merger and the Mission notes repurchase thread; the cash and share terms were set earlier, and the visible text does not show the credit agreement's size.
On June 23, 2006 Petrohawk agreed to sell $650 million of 9 1/8% senior notes due 2013 to a group of banks led by Credit Suisse in a private placement, at 97.617% of face value. The notes are to be issued under an indenture dated July 12, 2006, with a promise to register them for resale. The filing does not state what the money is for (inference: the KCS merger cash and debt, which is not stated here). This adds significant new debt.
Amendment No. 1 to the KCS merger registration statement sets the dates: both Petrohawk and KCS shareholders vote on July 12, 2006 at Hotel Derek in Houston, with a May 30, 2006 record date and mailing from about June 5. Deal terms are unchanged ($9.00 plus 1.65 shares per KCS share; about 83.7 million shares and $450 million). This moves the KCS merger thread toward its vote.
On May 16, 2006 Petrohawk, KCS and Hawk Nest Corporation restated the merger agreement so KCS merges directly into Petrohawk, instead of a two-step merger through Hawk Nest. The restated agreement is effective as of April 20, 2006; the filing states no change to the price or other terms.
Petrohawk filed the registration statement (Form S-4) for the KCS Energy merger, registering up to 88 million shares for KCS holders. Each KCS share converts into $9.00 cash plus 1.65 Petrohawk shares, about 83.7 million shares and $450 million in total. Completion needs both companies' shareholder votes plus approval to raise authorized shares; the Petrohawk annual meeting also proposes lifting authorized common from 125 million to 300 million, the employee plan from 4.25M to 7.05M shares and the director plan from 400,000 to 600,000. This continues the KCS merger thread; meeting dates are still blank in this version.