As filed with the Securities and Exchange Commission on September 14, 2011
Registration No. 333-169291 through 333-169291-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PETROHAWK ENERGY CORPORATION*
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1311
(Primary Standard Industrial Classification Code Number)
86-0876964
(I.R.S. Employer Identification No.)
1000 Louisiana, Suite 5600
Houston, Texas 77002
(832) 204-2700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David D. Powell
Vice President
Petrohawk Energy Corporation
1000 Louisiana, Suite 5600
Houston, Texas 77002
(832) 204-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Copy to:
Thomas P. Giblin, Jr.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
Approximate date of commencement of proposed sale of the securities to the public: Not Applicable
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) | ||
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o
* Includes certain subsidiaries of Petrohawk Energy Corporation identified on the following page.
*ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS(a)
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EXACT NAME OF ADDITIONAL |
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STATE OR OTHER |
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PRIMARY STANDARD |
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I.R.S. EMPLOYEE |
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Petrohawk Operating Company |
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Texas |
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1311 |
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75-2472880 |
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P-H Energy, LLC |
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Texas |
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1311 |
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None |
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Petrohawk Holdings, LLC |
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Delaware |
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1311 |
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20-3066517 |
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Hawk Field Services, LLC |
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Oklahoma |
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4922 |
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None |
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Petrohawk Properties, LP |
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Texas |
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1311 |
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None |
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Winwell Resources, L.L.C. |
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Louisiana |
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1311 |
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72-1277420 |
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WSF, Inc. |
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Louisiana |
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1311 |
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72-1169871 |
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KCS Resources, LLC |
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Delaware |
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1311 |
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76-0413320 |
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KCS Energy Services, Inc. |
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Delaware |
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1311 |
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76-0516389 |
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Medallion California Properties Company |
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Texas |
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1311 |
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76-0267470 |
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One Tec, LLC |
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Texas |
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1311 |
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None |
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One Tec Operating, LLC |
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Texas |
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1311 |
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None |
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Proliq, Inc. |
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New Jersey |
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1311 |
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22-1516527 |
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HK Energy Marketing, LLC |
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Delaware |
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1311 |
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None |
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HK Transportation, LLC (f/k/a Kaiser Trading, LLC) |
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Oklahoma |
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1311 |
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None |
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Big Hawk Services, LLC |
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Delaware |
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7359 |
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30-0661631 |
(a) Bison Ranch LLC, formerly a subsidiary guarantor, was dissolved effective as of May 25, 2011.
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of Petrohawk Energy Corporation, a Delaware corporation (the “Company”) and the additional subsidiary guarantors listed on the cover page hereof (the “Guarantors”), on Form S-4 (Registration No. 333-169291), filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2010 (the “Registration Statement”), which registered the offering of $825,000,000 of the Company’s 7.25% Senior Notes due 2018 and the Guarantors’ guarantees of such Senior Notes (collectively, “Securities”).
On August 25, 2011, pursuant to the Agreement and Plan of Merger, dated as of July 14, 2011 (the “Merger Agreement”), by and among BHP Billiton Limited, a corporation organized under the laws of Victoria, Australia (“BHP Billiton Limited”), BHP Billiton Petroleum (North America) Inc., a Delaware corporation, North America Holdings II Inc., a Delaware corporation (“Merger Sub”), and the Company, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned indirect subsidiary of BHP Billiton Limited (the “Merger”). As a result of the Merger, the Company and the Guarantors have terminated all offerings of their Securities pursuant to this Registration Statement.
In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company and the Guarantors in the Registration Statement to remove from registration by means of a post-effective amendment any Securities which remain unsold at the termination of the offering, the Company and the Guarantors hereby remove and withdraw from registration all Securities of the Company and the Guarantors registered pursuant to the Registration Statement that remain unsold as of the date hereof.
SIGNATURE
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on this 14th day of September 2011.
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PETROHAWK ENERGY CORPORATION | |
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By: |
/s/ David D. Powell |
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David D. Powell |
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Vice President |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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Name |
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Date |
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Title |
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September 14, 2011 |
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Director and Chief Executive Officer (principal executive officer) |
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/s/ J. Michael Yeager |
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J. Michael Yeager |
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September 14, 2011 |
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Director and Vice President (principal financial officer and principal accounting officer) |
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/s/ David D. Powell |
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David D. Powell |
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September 14, 2011 |
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Director |
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/s/ James W. Christmas |
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James W. Christmas |
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September 14, 2011 |
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Director |
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/s/ David J. Nelson |
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David J. Nelson |
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September 14, 2011 |
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Director |
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/s/ Jeffrey L. Sahlberg |
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Jeffrey L. Sahlberg |
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September 14, 2011 |
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Director |
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/s/ Nigel H. Smith |
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Nigel H. Smith |
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SIGNATURE
Pursuant to the requirements of the Securities Act, each of the registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on this 14th day of September 2011.
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PETROHAWK OPERATING COMPANY | |
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By: |
/s/ Larry Helm |
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Name: Larry Helm |
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Title: Executive Vice President – Finance & Administration |
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PETROHAWK PROPERTIES, LP
By: P-H Energy, LLC, its general partner | |
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By: |
/s/ Larry Helm |
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Name: Larry Helm |
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Title: Executive Vice President – Finance & Administration |
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HK ENERGY MARKETING, LLC | |
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By: |
/s/ Stephen W. Herod |
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Name: Stephen W. Herod |
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Title: President |
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BIG HAWK SERVICES, LLC | |
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By: |
/s/ Weldon Holcombe |
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Name: Weldon Holcombe |
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Title: President |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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Name |
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Date |
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Title |
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September 14, 2011 |
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Chief Executive Officer (principal executive officer) of: |
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/s/ Floyd C. Wilson |
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Petrohawk Operating Company |
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Floyd C. Wilson |
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P-H Energy, LLC Director of: Petrohawk Operating Company |
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September 14, 2011 |
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Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) of: |
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/s/ Mark J. Mize |
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Mark J. Mize |
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Petrohawk Operating Company P-H Energy, LLC Petrohawk Holdings, LLC Hawk Field Services, LLC Winwell Resources, L.L.C. WSF, Inc. KCS Resources, LLC KCS Energy Services, Inc. Medallion California Properties Company One Tec, LLC One Tec Operating, LLC Proliq, Inc. HK Transportation, LLC (f/k/a Kaiser Trading, LLC) Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) of HK Energy Marketing, LLC Treasurer (principal financial and principal accounting officer) of Big Hawk Services, LLC |
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September 14, 2011 |
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President (principal executive officer) of HK Energy Marketing, LLC |
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/s/ Stephen W. Herod |
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Stephen W. Herod |
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Executive Vice President - Corporate Development, Assistant Secretary and Director of: KCS Energy Services, Inc. Medallion California Properties Company Proliq, Inc. |
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September 14, 2011 |
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Vice President, Chief Accounting Officer and Controller |
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/s/ C. Byron Charboneau |
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(principal accounting officer) of: |
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C. Byron Charboneau |
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Petrohawk Operating Company P-H Energy, LLC Petrohawk Holdings, LLC Hawk Field Services, LLC Winwell Resources, L.L.C. WSF, Inc. KCS Resources, LLC KCS Energy Services, Inc. Medallion California Properties Company One Tec, LLC One Tec Operating, LLC Proliq, Inc. HK Transportation, LLC (f/k/a Kaiser Trading, LLC) |
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September 14, 2011 |
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President (principal executive officer) and Manager of Big Hawk Services, LLC |
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/s/ Weldon Holcombe |
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Weldon Holcombe |
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September 14, 2011 |
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Manager of Big Hawk Services, LLC |
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/s/ Rick Hejl |
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Rick Hejl |
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September 14, 2011 |
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Manager of Big Hawk Services, LLC |
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/s/ Greg McCain |
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Greg McCain |
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