As filed with the Securities and Exchange Commission on September 14, 2011
Registration Nos. 333-161912 through 333-161912-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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)
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
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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(c) 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. 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 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 |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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*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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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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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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HK Energy Marketing, LLC |
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Delaware |
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1311 |
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None |
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Hawk Field Services, LLC |
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Oklahoma |
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1311 |
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None |
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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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Proliq, Inc. |
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New Jersey |
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1311 |
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22-1516527 |
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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 |
(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-3 (Registration No. 333-161912), filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2009 (the “Registration Statement”), which registered the offering of an indeterminate number or amount of debt securities, preferred stock, par value $0.001 per share, common stock, par value $0.001 per share, depository shares, warrants and guarantees of debt securities (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 certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 and 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 certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 and 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 P-H ENERGY, LLC PETROHAWK HOLDINGS, LLC WINWELL RESOURCES, L.L.C. WSF, INC. KCS RESOURCES, LLC KCS ENERGY SERVICES, INC. ONE TEC, LLC ONE TEC OPERATING, LLC HAWK FIELD SERVICES, LLC MEDALLION CALIFORNIA PROPERTIES COMPANY PROLIQ, INC. HK TRANSPORTATION, LLC (F/K/A KAISER TRADING, LLC) | |
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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 |
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 Petrohawk Holdings, LLC Winwell Resources, L.L.C. WSF, Inc. |
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KCS Resources, LLC KCS Energy Services, Inc. One Tec, LLC One Tec Operating, LLC Hawk Field Services, LLC Medallion California Properties Company Proliq, Inc. HK Transportation, LLC (f/k/a Kaiser Trading, LLC) Director of: Petrohawk Operating Company WSF, Inc. KCS Energy Services, Inc. Medallion California Properties Company Proliq, Inc. |
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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 Winwell Resources, L.L.C. WSF, Inc. KCS Resources, LLC KCS Energy Services, Inc. One Tec, LLC One Tec Operating, LLC Hawk Field Services, LLC Medallion California Properties Company 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 |
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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 (principal accounting officer) of: |
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/s/ C. Byron Charboneau |
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C. Byron Charboneau |
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Petrohawk Operating Company P-H Energy, LLC Petrohawk Holdings, LLC Winwell Resources, L.L.C. WSF, Inc. KCS Resources, LLC KCS Energy Services, Inc. One Tec, LLC One Tec Operating, LLC Hawk Field Services, LLC Medallion California Properties Company Proliq, Inc. HK Transportation, LLC (f/k/a Kaiser Trading, LLC) |