The tender offer and consent solicitation are being made pursuant to the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement from Petrohawk dated June 8, 2006, and a consent and letter of transmittal, which have more details including a description of the terms of the tender offer and consent solicitation.
Petrohawk is commencing the tender offer and consent solicitation in anticipation of completing its previously announced merger with KCS Energy, Inc. The closing of the merger is a condition to Petrohawk's obligation to accept for purchase and pay for any Notes tendered in the tender offer. An additional condition includes the receipt of the required number of consents necessary to implement the proposed amendments to the indenture.
The tender offer is scheduled to expire at 5:00 pm EDT on July 7, 2006, unless extended. The consent date is June 21, 2006. Holders must tender their Notes and deliver their consents by 5:00 pm EDT that day, unless extended by Petrohawk, to qualify for payment of total consideration on the payment date, which includes the consent payment.
The total consideration for each $1,000 principal amount of the Notes tendered and accepted for purchase pursuant to the tender offer will be determined on the basis of a yield to April 1, 2008, equal to the sum of (i) the yield (based on the bid sale price) of the 4 5/8% U.S. Treasury Security due March 31, 2008, as calculated by Credit Suisse Securities (USA) LLC in accordance with standard market practice as of 10:00 a.m. on June 22, 2006, plus (ii) a fixed spread of 50 basis points. Holders who tender their Notes following such time but prior to the expiration date will be eligible to receive the total consideration less the $30 consent payment. In addition, Petrohawk also will pay accrued and unpaid interest up to, but not including, the payment date on all Notes accepted in the tender offer. The payment date is expected to occur promptly after the Notes are accepted by Petrohawk for purchase, with Petrohawk having an early purchase option.
Petrohawk has retained Credit Suisse Securities (USA) LLC to serve as the Dealer Manager for the tender offer and the Solicitation Agent for the consent solicitation. Computershare Trust Company, N.A. has been selected to serve as depositary for the tender offer and Georgeson Shareholder Communications, Inc. has been selected to serve as Information Agent for the tender offer. Requests for documents may be directed to Georgeson Shareholder Communications, Inc. by telephone at 800-279-7074 or 212-440-9800, or in writing at 17 State Street, 10th Floor, New York, NY 10004. Questions regarding the tender offer may be directed to Credit Suisse Securities (USA) LLC by telephone at 800-820-1653 or 212-538-0652, or in writing at Eleven Madison Avenue, New York, NY 10010.
This press release does not constitute an offer to purchase or a solicitation of acceptance of the tender offer, which may be made only pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and related consent and letter of transmittal. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offer shall be deemed made on behalf of Petrohawk by Credit Suisse or one or more registered brokers or dealers under the laws of such jurisdiction.
Petrohawk Energy Corporation is an independent oil and gas company engaged in the acquisition, development, production and exploration of natural oil and gas properties located in North America. Petrohawk's properties are concentrated in the East Texas/North Louisiana, Gulf Coast, South Texas, Permian Basin, Anadarko and Arkoma regions.
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