Each one in plain English, with the numbers worked through for a shareholder.
21 Apr 2006material agreement● NeutralMajor
On April 20-21, 2006 Petrohawk agreed to acquire KCS Energy, Inc. for $9.00 cash plus 1.65 Petrohawk shares per KCS share, about 84 million Petrohawk shares and $450 million in total. Floyd Wilson stays Chairman, President and CEO, and the nine-person board would have five Petrohawk and four KCS nominees. The combined company would have about 1 Tcfe of proved reserves (about 68% developed, 82% gas). It needs approval from both companies' shareholders, regulatory approvals and an effective registration statement; KCS owes a $45 million termination fee in specified cases, and insiders holding about 4% of Petrohawk and 3% of KCS have signed voting agreements. This is a much larger deal than Mission and will heavily dilute existing shareholders.
Ospraie Management, LLC, Ospraie Holding I, L.P., Ospraie Management, Inc., Dwight Anderson reported no remaining PETROHAWK ENERGY CORP shareholding in its periodic institutional filing.
On February 3, 2006 Petrohawk and its subsidiary Petrohawk Properties, LP agreed to sell certain Gulf of Mexico federal-waters oil and gas interests to Northstar GOM, LLC for $52.5 million cash, effective January 1, 2006, with closing expected in March 2006. The filing does not identify which fields are sold, so it is unclear whether this includes the Breton Sound or West Broussard interests on the books.
2 Feb 2006asset acquisition disposition● NeutralMajor
On January 27, 2006 Petrohawk closed the Winwell stock purchase ($208.0 million cash) and the asset purchase ($86.2 million cash), both announced in December (the Winwell price rose from $175M, per adjustments). The properties are in the Elm Grove and Caspiana fields in North Louisiana, with about 106 Bcfe of the company's internally estimated proved reserves and about 16 MMcfe per day of production. To support it, the revolver's borrowing base rose to $400 million (maximum $600 million) and the second-lien term loan commitment to $300 million, with an extra $75 million incremental commitment. The 13 million shares at $14.50 were sold on February 1, 2006 for about $180.8 million net of placement fees, with registration rights requiring a resale registration within 75 days. This completes the December acquisitions and the January share sale.
On January 25, 2006 Petrohawk agreed to privately sell 13,000,000 new shares at $14.50 each (about $188.5 million gross), with placement agents paid $0.5945 per share. It also agreed to buy back 3,322,441 shares from EnCap and affiliates at the net per-share proceeds of that offering. The filing does not state what the proceeds are for; the Winwell and asset purchases from December are an inference. Net, shares outstanding rise by about 9.7 million, and EnCap's stake is reduced.
On December 14, 2005 Petrohawk agreed to buy all the shares of Winwell Resources, Inc. for $175 million cash, and separately to buy assets from Redley Company, Burris Run Company and Red Clay Minerals for $86.67 million cash, both subject to adjustments. Both are expected to close in January 2006. This is a new round of acquisitions after the Mission deal; the filing does not say how they will be funded.
EnCap Energy Capital Fund IV, L.P, EnCap IV-B Acquisitions, L.P, EnCap IV-B Acquisitions GP, LLC, EnCap Energy Capital Fund IV-B L.P, EnCap Equity Fund IV GP, L.P, EnCap Investments L.P, EnCap Investments GP, L.L.C, RNBD GP LLC, David B. Miller, D. Martin Phillips, Gary R. Petersen reported a PETROHAWK ENERGY CORP shareholding of 3,320,993 shares (4.80% of votes) in a periodic institutional filing.
3 Aug 2005asset acquisition disposition● NeutralMajor
The Mission Resources merger closed effective July 28, 2005: Petrohawk issued about 19.565 million shares and paid about $137.7 million in cash to Mission's former holders (slightly more than the ~19.234M shares and ~$135.4M cash in the earlier terms). To go with it, the revolver was restated with a $280 million borrowing base (maturing July 28, 2009) and the second-lien term loan was raised from $50M to $75M, with an option for $75M more within 45 days. Petrohawk assumed Mission's 9 7/8% senior notes due 2011 and must offer to repurchase them at 101% because of the merger. Two Mission directors joined the board, making nine, and shareholders approved larger incentive plans (employee plan 2.75M to 4.25M shares; director plan 200,000 to 400,000). This resolves the Mission merger thread and adds debt and share dilution.
PHAWK, LLC, EnCap Energy Capital Fund IV, L.P, EnCap IV-B Acquisitions, L.P, EnCap IV-B Acquisitions GP, LLC, EnCap Energy Capital Fund IV-B L.P, EnCap Equity Fund IV GP, L.P, EnCap Investments L.P, EnCap Investments GP, L.L.C, RNBD GP LLC, David B. Miller, D. Martin Phillips, Gary R. Petersen, Robert L. Zorich, FCW, LLC reported a PETROHAWK ENERGY CORP shareholding of 6,963,410 shares (16.40% of votes) in a periodic institutional filing.
5 July 2005material agreement termination● NeutralMajor
On June 30, 2005 Petrohawk and PHAWK, LLC (the EnCap-linked holder) agreed to convert PHAWK's $35 million 8% convertible note, originally dated May 25, 2004, into 8,750,000 common shares, about a year before the earliest conversion date of May 25, 2006. Petrohawk paid PHAWK a premium of $2,410,621.73 (the interest to May 25, 2006, discounted at 10%). The note was converted that day, so the debt is gone and shareholders are diluted by 8.75 million new shares. One disinterested director (Robert C. Stone Jr.) approved it because six of seven directors have interests in PHAWK.
Petrohawk filed Amendment No. 2 to its Mission merger registration statement. The visible cover and notice text matches Amendment No. 1: same consideration (about 19.234 million shares and $135.4 million cash), same amended-agreement structure, same proposals and June 13, 2005 record date. Meeting dates are still blank and the statement is not yet declared effective; any other changes are in the truncated text and not visible here.
Petrohawk filed Amendment No. 1 to its Mission merger registration statement. The merger agreement has now been amended, and the structure changed: Merger Sub merges into Mission, which survives and then immediately merges into Petrohawk (previously Mission merged into Merger Sub). Share and cash amounts are unchanged (about 19.234 million shares and $135.4 million cash), the Petrohawk annual meeting moved to the Four Seasons Hotel, and the record date is set at June 13, 2005. The merger still awaits effectiveness and shareholder votes.
Petrohawk filed Mission Resources' audited financial statements for 2004 (and pro forma information, per the filing's description) in connection with the pending merger. Mission's 2004 results shown: oil and gas revenues of $128.7 million, net income of $2.9 million, and long-term debt of $170 million (a $25 million term loan, $15 million revolver and $130 million of 9 7/8% senior notes due 2011). This is supporting disclosure on the pending merger and announces no new terms.
Petrohawk filed its registration statement (Form S-4) for the Mission Resources merger signed April 3, 2005. It covers up to 21,935,083 new Petrohawk shares and says Petrohawk will issue about 19.234 million shares and pay about $135.4 million cash, with possible upward adjustment of up to about 1.8 million shares and $12.7 million cash if more Mission shares are issued. Petrohawk shareholders will vote on the share issuance, raising authorized common stock from 75 million to 125 million shares, and raising the employee incentive plan from 2.75 million to 4.25 million shares and the director plan from 200,000 to 400,000 shares, plus electing two directors and ratifying Deloitte. Meeting dates are blank and the document is not yet effective, so this advances the open merger approval thread without completing it.
Petrohawk filed a press release giving an operational update on its first-quarter 2005 drilling results. The filing text itself contains no drilling figures; the details are only in the attached press release, which is not included here.
PHAWK, LLC, EnCap Energy Capital Fund IV, L.P, EnCap Energy Capital Fund IV-B, L.P, EnCap Equity Fund IV GP, L.P, EnCap Investments L.P, EnCap Investments GP, L.L.C, RNBD GP LLC, David B. Miller, D. Martin Phillips, Gary R. Petersen, Robert L. Zorich, FCW, LLC, Floyd C. Wilson reported a PETROHAWK ENERGY CORP shareholding of 8,355,090 shares (18.50% of votes) in a periodic institutional filing.
On April 3-4, 2005 Petrohawk agreed to acquire Mission Resources Corporation for about $135 million cash and about 19.2 million Petrohawk shares (roughly 60% stock, 40% cash), with the per-share price adjusting to Petrohawk's stock price. At the April 1 close of $11.53 this implied $8.60 or 0.7458 Petrohawk shares per Mission share. It needs approval by both companies' shareholders, regulatory approvals and an effective registration statement; Mission owes a $12.5 million termination fee in specified cases, and holders of about 32% of Mission have agreed to vote in favor. Petrohawk shareholders face further dilution from the new shares issued.
PHAWK, LLC, EnCap Energy Capital Fund IV, L.P, EnCap Energy Capital Fund IV-B, L.P, EnCap Equity Fund IV GP, L.P, EnCap Investments L.P, EnCap Investments GP, L.L.C, RNBD GP LLC, David B. Miller, D. Martin Phillips, Gary R. Petersen, Robert L. Zorich, FCW, LLC, Floyd C. Wilson reported a PETROHAWK ENERGY CORP shareholding of 10,126,757 shares (22.60% of votes) in a periodic institutional filing.
3 Mar 2005asset acquisition disposition▲ GoodMajor
On February 25, 2005 Petrohawk completed its roughly $53 million cash purchase of Proton Oil & Gas, funded from its existing credit facility, which added about 28 Bcfe of proved reserves. The same day it completed the roughly $80 million cash sale of Wynn-Crosby royalty properties to Brown Drake Royalties, covering about 26 Bcfe and about 5 MMcfe/day.
