4//SEC Filing
PETROHAWK ENERGY CORP 4
Accession 0001209191-11-045721
CIK 0001059324operating
Filed
Aug 25, 8:00 PM ET
Accepted
Aug 26, 4:16 PM ET
Size
15.7 KB
Accession
0001209191-11-045721
Insider Transaction Report
Form 4
BHP Billiton Petroleum Holdings LLC
10% Owner
Transactions
- Purchase
Common Stock, par value 0.001 per share
2011-08-25$38.75/sh+43,738,426$1,694,864,008→ 100 total(indirect: See Footnote)
BHP BILLITON LTD
10% Owner
Transactions
- Purchase
Common Stock, par value 0.001 per share
2011-08-25$38.75/sh+43,738,426$1,694,864,008→ 100 total(indirect: See Footnote)
Transactions
- Purchase
Common Stock, par value 0.001 per share
2011-08-25$38.75/sh+43,738,426$1,694,864,008→ 100 total(indirect: See Footnote)
Transactions
- Purchase
Common Stock, par value 0.001 per share
2011-08-25$38.75/sh+43,738,426$1,694,864,008→ 100 total(indirect: See Footnote)
North America Holdings II Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value 0.001 per share
2011-08-25$38.75/sh+43,738,426$1,694,864,008→ 100 total(indirect: See Footnote)
Transactions
- Purchase
Common Stock, par value 0.001 per share
2011-08-25$38.75/sh+43,738,426$1,694,864,008→ 100 total(indirect: See Footnote)
Footnotes (4)
- [F1]This form is a joint filing by BHP Billiton Limited, BHP Billiton Petroleum International Pty. Ltd., a wholly owned subsidiary of BHP Billiton Limited ("PTY"), BHP Billiton Petroleum Holdings LLC, a wholly owned subsidiary of PTY ("LLC"), BHP Billiton Petroleum Holdings (USA) Inc., a subsidiary jointly owned by PTY and LLC ("USA"), BHP Billiton Petroleum (North America) Inc., a wholly owned subsidiary of USA ("Parent") and North America Holdings II Inc., a wholly owned subsidiary of Parent ("Merger Sub").
- [F2]Shares were held by Merger Sub. As Merger Sub is an indirect wholly owned subsidiary of each of BHP Billiton Limited, PTY, LLC and USA and a direct wholly owned subsidiary of Parent, each of BHP Billiton Limited, PTY, LLC, USA and Parent may be deemed to have acquired indirect beneficial ownership of the Shares.
- [F3]Reflects all of the outstanding shares of Petrohawk Energy Corporation ("Petrohawk") not acquired through the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of July 14, 2011, entered into by and among BHP Billiton, Parent, Merger Sub and Petrohawk (the "Merger Agreement"), which may be deemed to have been acquired by BHP Billiton, PTY, LLC, USA and Parent pursuant to the consumation of the Merger (as defined below).
- [F4]On August 25, 2011, Merger Sub was merged with and into Petrohawk, with Petrohawk being the surviving corporation as a direct wholly owned subsidiary of Parent sursuant to a "short-form merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of Petrohawk's previously outstanding stock held by the Reporting Persons were canceled. Prior to the Merger, Parent directly held, and therefore BHP Billiton Limited, PTY, LLC and USA may be deemed to have indirectly held, 100 shares of Purchaser, which represented all of the issued and outstnading capital stock of Purchaser. At the effective time of the Merger, each share of Purchaser was converted into a share of the surivving company's common stock.
Documents
Issuer
PETROHAWK ENERGY CORP
CIK 0001059324
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001059324
Filing Metadata
- Form type
- 4
- Filed
- Aug 25, 8:00 PM ET
- Accepted
- Aug 26, 4:16 PM ET
- Size
- 15.7 KB