UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)

OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.

(Amendment No. 6)

 

PETROHAWK ENERGY CORPORATION

(Name of Subject Company (Issuer))

 

NORTH AMERICA HOLDINGS II INC.

a wholly owned subsidiary of

 

BHP BILLITON PETROLEUM (NORTH AMERICA) INC.

a wholly owned subsidiary of

 

BHP BILLITON LIMITED

(Names of Filing Persons (Offerors))

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

716495106

(CUSIP Number of Class of Securities)

 

Kirsten Gray
Vice President Group Legal
BHP Billiton Limited
180 Lonsdale Street
Melbourne Victoria 3000
Australia
+61 1300 55 47 57

(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

 

with copies to:

 

James C. Morphy
Krishna Veeraraghavan
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000

 

CALCULATION OF FILING FEE

 

 

 

 

 

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

þ third-party tender offer subject to Rule 14d-1.

 

o issuer tender offer subject to Rule 13e-4.

 

o going-private transaction subject to Rule 13e-3.

 

o amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  þ

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

 

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

 

 

This Amendment No. 6 (this “Amendment”) amends and supplements Items 4 and 12 in the Tender Offer Statement on Schedule TO, filed on July 25, 2011 with the Securities and Exchange Commission by BHP Billiton Limited, a corporation organized under the laws of Victoria, Australia (“BHP Billiton Limited”), BHP Billiton Petroleum (North America) Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of BHP Billiton Limited, and North America Holdings II Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent, as amended on July 27, 2011, July 28, 2011, August 10, 2011, August 15, 2011 and August 18, 2011 (as amended, the “Schedule TO”).

 

Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

 

 

The section of the Offer to Purchase entitled “Terms of the Offer” is hereby amended and supplemented by adding the following at the end thereof:

 

The Offer expired at 12:00 midnight, New York City time, at the end of Friday, August 19, 2011. On August 21, 2011, BHP Billiton issued a press release announcing that the Depositary has advised Purchaser that, as of the Expiration Date, approximately 293.9 million Shares had been validly tendered and not validly withdrawn pursuant to the Offer, including approximately 36.0 million Shares tendered by guaranteed delivery, which tendered shares represent approximately 97.4% of the total outstanding Shares. Purchaser has accepted for payment, and expects to promptly pay for, all Shares validly tendered and not validly withdrawn on or prior to the Expiration Date. As the final step of the acquisition process and following payment for all Shares validly tendered and not validly withdrawn on or prior to the Expiration Date, Parent and Purchaser expect to effect a short-form merger of Purchaser with and into Petrohawk under Delaware law as promptly as practicable. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares then owned by Parent, Petrohawk or any of their respective direct or indirect wholly owned subsidiaries, in each case other than on behalf of third parties, and (ii) Shares that are held by any stockholders who properly demand appraisal in connection with the Merger) will cease to be issued and outstanding and will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, less any applicable withholding taxes.

 

A copy of the press release issued by BHP Billiton announcing the expiration of the Offer and the intention to effect the Merger is filed as Exhibit (a)(5)(B) to the Schedule TO and is incorporated herein by reference.

 

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

SIGNATURES

 

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

NORTH AMERICA HOLDINGS II INC.

 

Name:   David Powell

Title:     Vice President

 

BHP BILLITON PETROLEUM (NORTH AMERICA) INC.

 

Name:   David Powell

Title:     Vice President

 

BHP BILLITON LIMITED

 

Name:   David A. Williamson

Title:     Head of Group Legal and Chief

              Compliance Officer

 

Dated: August 22, 2011

EXHIBIT INDEX