Petrohawk Energy Corporation Announces Tender Offer and Consent Solicitation for Its 9 1/8% Senior Notes Due 2013

HOUSTON, Aug. 3 /PRNewswire-FirstCall/ -- Petrohawk Energy Corporation (NYSE: HK) announced today that it has commenced a cash tender offer (the "Offer") for any and all of its approximately $769 million aggregate principal amount outstanding of 9 1/8% Senior Notes due 2013 (CUSIP Nos. 716495AB2 and 716495AA4) (the "Notes") and a solicitation of consents to certain proposed amendments to the indenture governing the Notes (the "Indenture").

The Offer is scheduled to expire at 11:59 p.m., New York City time, on August 30, 2010, unless extended or earlier terminated (the "Expiration Time"). Holders who validly tender their Notes and provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on August 16, 2010, unless extended (the "Consent Expiration") will be eligible to receive the Total Consideration (as defined below). Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (defined below).

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,048.13. The "Tender Offer Consideration" for each $1,000 principal amount of Notes is $1,018.13. The Tender Offer Consideration is the Total Consideration minus the Consent Payment of $30.00 per $1,000 principal amount of Notes. Holders tendering after the Consent Expiration will be eligible to receive only the Tender Offer Consideration. Holders whose Notes are purchased in the Tender Offer will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date.  Holders who validly tender their Notes before the Consent Expiration will be eligible to receive payment on the initial payment date, which is expected to be on or about August 17, 2010, and holders tendering after the Consent Expiration and prior to the Expiration Time will be eligible to receive payment on the final payment date which is expected to be August 31, 2010.

In connection with the tender offer, Petrohawk is soliciting consents to certain proposed amendments to eliminate substantially all of the restrictive covenants and certain events of default in the Indenture. Petrohawk is offering to make a consent payment (which is included in the Total Consideration described above) of $30.00 per $1,000 principal amount of Notes to holders who validly tender their Notes and deliver their consents prior to the Consent Expiration.  Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. No consent payments will be made in respect of Notes tendered after the Consent Expiration.

Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on August 16, 2010 (the "Withdrawal Time"), but generally not afterwards. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof.

The Offer is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments of the Indenture from holders of a majority in principal amount of the outstanding Notes, (2) execution of a supplemental indenture effecting the amendments, (3) consummation of new debt financings raising proceeds in an aggregate amount sufficient, together with other cash on hand, to fund the tender and (4) certain other customary conditions.

The complete terms and conditions of the Offer are described in the Offer to Purchase and Consent Solicitation Statement dated August 3, 2010, copies of which may be obtained from Global Bondholder Services, the depositary and information agent for the Offer, at (866) 294-2200 (US toll free) or, for banks and brokers, (212) 430-3774.

Petrohawk has engaged Barclays Capital to act as the exclusive dealer manager and solicitation agent in connection with the Offer. Questions regarding the Offer may be directed to (800) 438-3242 (US toll-free) and (212) 528-7581 (collect).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated August 3, 2010.

Petrohawk Energy Corporation is an independent energy company engaged in the acquisition, production, exploration and development of natural gas and oil with properties concentrated in North Louisiana and East Texas (Haynesville Shale), Arkansas (Fayetteville Shale) and South Texas (Eagle Ford Shale).

This press release contains forward-looking statements within the meaning of the federal securities laws. Petrohawk cautions you that any statements contained in this press release that are not strictly historical statements constitute forward-looking statements. Such forward looking statements include, but are not limited to, Petrohawk's use of the net proceeds from the offering and the size of the offering. These statements are based upon current beliefs or expectations and are subject to various risks and uncertainties, including those set forth in Petrohawk's filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (copies of which may be obtained from the SEC's website at http://www.sec.gov). Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. Petrohawk undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in Petrohawk's expectations.

http://www.petrohawk.com

SOURCE Petrohawk Energy Corporation