STOCK PURCHASE AGREEMENT
EXHIBIT 10.30
Execution
Copy
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated effective as of January 10,
2006 by and among Petrohawk Energy Corporation, a Delaware corporation (the “Company”), and
the entities listed on Schedule I to this Agreement (each a “Holder” and
collectively, the “Holders”).
WHEREAS, the Company intends to enter into a placement agreement (the “Placement
Agreement”) with Xxxxxx Brothers Inc. and Friedman, Billings, Xxxxxx & Co., Inc., as placement
agents (collectively, the “Placement Agents”) pursuant to which the Company is offering to
sell to accredited investors for cash pursuant to a private placement memorandum (the “Private
Offering”), a number of shares of its common stock, par value $0.001 per share (“Common
Stock”) sufficient to result in net proceeds to the Company (after placement agents’ fees,
before offering expenses and the repurchase of any Common Stock from Holders as provided herein,
“Net Proceeds”) of $166,000,000 (the “Target Offering Amount”). The closing of such offer
and sale is hereinafter referred to as the “Initial Offering Closing” and the date of such
Initial Offering Closing is hereinafter referred to as the “Initial Offering Closing Date”;
and
WHEREAS, on the Initial Offering Closing Date (contemporaneously with the Initial Offering
Closing), each Holder desires to sell to the Company, and the Company desires to purchase from each
Holder, all of the shares of Common Stock set forth opposite such Holder’s name on Schedule
I hereto under the heading “Shares” (such shares being hereinafter referred to as the
“Shares” and such purchase and sale being hereinafter referred to as the
“Purchase”), if the entire Target Offering Amount is raised in the Private Offering and
subject to proportionate reduction in the event the shares of common stock to be sold by the
Company to the Placement Agents upon the Initial Offering Closing yields Net Proceeds less than the
Target Offering Amount; and
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF COMMON STOCK;
CLOSINGS
CLOSINGS
On the basis of the representations and warranties contained herein and subject to the terms
and conditions hereof:
1.1. Delivery of EnCap Certificates. Prior to the time the Placement Agreement is
executed, each Holder will deliver to the Company the certificate or certificates representing the
Shares owned by such Holder (the “EnCap Certificates”), duly endorsed in blank or
accompanied by separate stock powers so endorsed with all signatures guaranteed by a commercial
bank or trust company having an office or correspondent in the United States or a member firm of
the New York Stock Exchange.
1.2. Closing.
(a) Closing Date. At the time the Placement Agreement is executed by the
Company, and not before, the Company shall become obligated to purchase, and each Holder
will become obligated to sell hereunder, subject to satisfaction or waiver of the conditions
set forth herein, the Shares, which purchase and sale (the “EnCap Closing”) will
take place at the offices of the Company on the Initial Offering Closing Date
contemporaneously with the Initial Offering Closing.
(b) Purchase and Sale of Shares. At the EnCap Closing, each Holder will sell
to the Company, and the Company will purchase from each Holder, a number of such Holder’s
Shares, at a price equal to the Net Proceeds to be received by the Company from the Private
Offering divided by the number of shares sold by the Company in the Private Offering (the
“Per Share Price”), determined as follows:
(i) 100% of such Holder’s Shares as reflected on Schedule I, if the
Private Offering yields Net Proceeds equal to or greater than the Target Offering
Amount; and
(ii) if the Private Offering yields Net Proceeds less than the Target Offering
Amount, a number of shares equal to the number of Shares owned by Holder as set
forth on Schedule I, multiplied by a fraction, the numerator of which shall
be the actual Net Proceeds to the Company raised in the Private Offering at the
Initial Offering Closing, and the denominator of which is the Target Offering
Amount.
(c) Payment. On the EnCap Closing Date, the Company shall pay to each Holder
the Per Share Price for each Share to be purchased by the Company from such Holder in the
Purchase by wire transfer of immediately available funds to an account designated in writing
by such Holder to the Company at least one business day prior to the Initial Offering
Closing Date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
EACH HOLDER
EACH HOLDER
Each Holder represents and warrants to the Company, with respect to itself only, as follows:
2.1. Existence and Power. Each Holder has been duly organized and is validly existing
and in good standing under the laws of its jurisdiction of formation or organization, with the
requisite power and authority to execute and deliver this Agreement and consummate the transactions
and perform each of its obligations contemplated hereunder.
2.2. Authority; Enforceability. The execution and delivery of this Agreement by the
Holder and the consummation by the Holder of each of the transactions and the performance by the
Holder of each of its obligations contemplated herein have been duly and properly authorized
by all necessary action on the part of the Holder. This Agreement has been duly executed and
delivered by the Holder and constitutes the valid and legally binding obligation of such Holder,
enforceable against such Holder in accordance with its terms, subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
2.3. Ownership of Common Stock. The Holder is the record and beneficial owner of the
number of Shares set forth opposite such Holder’s name on Schedule I to this Agreement, and
such shares of Common Stock are free and clear of all mortgages, pledges, security interests,
liens, claims, encumbrances, equities or other restrictions (collectively, the “Liens”).
Upon payment for the shares of Common Stock to be sold by such Holder in accordance with the terms
and conditions of this Agreement, the Company will acquire good and valid title to such shares free
and clear all Liens.
2.4. No Conflicts. The execution and delivery of this Agreement by the Holder and the
consummation by the Holder of each of the transactions and the performance by the Holder of each of
its obligations contemplated herein (a) do not conflict with or violate (whether with or without
notice or a lapse of time or both), require the consent of any Person to or otherwise result in a
material detriment to the Holder under its organizational documents or any agreement to which it is
a party or any law or order applicable to it, in each case in a manner that could reasonably be
expected to materially hinder or impair the completion of any of the transactions contemplated
hereby or have a material adverse effect on the business, properties, condition (financial or
otherwise), liabilities or prospects of the Holder; and (b) do not impose any penalty or other
onerous condition on the Holder that could reasonably be expected to materially hinder or impact
the completion of any of the transactions contemplated hereby. As used herein, the term
“Person” means a natural person, corporation, limited liability company, venture,
partnership, trust, unincorporated organization, association or other entity.
2.5. No Governmental Approvals. No approval from any Governmental Entity is required
by or with respect to the Holder in connection with the execution and delivery by the Holder of
this Agreement or the consummation by the Holder of the transactions contemplated herein, except
for any such approval the failure of which to be made or obtained (a) has not impaired and could
not reasonably be expected to impair the ability of the Holder to perform its obligations under
this Agreement in any material respect and (b) could not reasonably be expected to delay in any
material respect or prevent the consummation of any of the transactions contemplated herein. As
used herein, the term “Governmental Entity” means any agency, bureau, commission,
authority, department, official, political subdivision, tribunal or other instrumentality of any
government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local or
(iii) domestic or foreign.
2.6. Independent Investigation. Holder (a) has the requisite knowledge,
sophistication and experience in order to fairly evaluate a disposition of the shares of Common
Stock to be sold by such Holder hereunder, including the risks associated therewith, and (b) has
adequate information, and has made its own independent investigation of the Company, to make an
informed decision regarding the sale of such shares of Common Stock pursuant to this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY
THE COMPANY
The Company hereby represents and warrants to each Holder as follows:
3.1. Existence and Power. The Company has been duly organized and is validly existing
and in good standing as a corporation under the laws of the State of Delaware, with the requisite
corporate power and authority to execute and deliver this Agreement and consummate the transactions
and perform each of its obligations hereunder.
3.2. Authority; Enforceability. The execution and delivery of this Agreement by the
Company and the consummation by the Company of each of the transactions and the performance by the
Company of each of its obligations contemplated herein have been duly and properly authorized by
all necessary corporate action on the part of the Company. This Agreement has been duly executed
and delivered by the Company and constitutes the valid and legally binding obligation of the
Company, enforceable against it in accordance with its terms, subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
3.3. No Conflicts. The execution and delivery of this Agreement by the Company and
the consummation of each of the transactions and the performance of each of the obligations
contemplated herein (a) do not conflict with or violate (whether with or without notice or a lapse
of time or both), require the consent of any Person to or otherwise result in a material detriment
to the Company under its organizational documents or any agreement to which it is a party or any
law or order applicable to it, in each case in a manner that could reasonably be expected to
materially hinder or impair the completion of any of the transactions contemplated herein or have a
material adverse effect on the business, properties, condition (financial or otherwise),
liabilities or prospects of the Company, other than consents that have been obtained by the Company
prior to the date hereof; and (b) do not impose any penalty or other onerous condition on the
Company that could reasonably be expected to materially hinder or impact the completion of any of
the transactions contemplated herein.
3.4. No Governmental Approvals. No approval from any Governmental Entity is required
by or with respect to the Company in connection with the execution and delivery by the Company of
this Agreement or the consummation by the Company of the transactions contemplated herein, except
for any such approval the failure of which to be made or obtained (a) has not impaired and could
not reasonably be expected to impair the ability of the Company to perform its obligations under
this Agreement in any material respect and (b) could not reasonably be expected to delay in any
material respect or prevent the consummation of any of the transactions contemplated herein.
ARTICLE IV
CONDITIONS TO CLOSING
4.1. Conditions to Obligations of the Company. The obligation of the Company to
purchase the shares of Common Stock hereunder is subject to the satisfaction or waiver on or prior
to the Initial Offering Closing Date of each the following conditions:
(a) No action, claim, suit, hearing, complaint, demand, injunction, litigation,
judgment, arbitration, order, decree, ruling or governmental investigation or proceeding
shall be pending or threatened by any Governmental Entity, and no such Governmental Entity
shall have issued any injunction, judgment or order, which shall remain in effect, that
would prevent the consummation of the transactions contemplated herein.
(b) Each Holder shall have performed in all material respects all of its obligations
hereunder required to be performed by it on or prior to the Initial Offering Closing Date.
(c) The representations and warranties of each Holder contained in this Agreement and
in any certificate or other writing delivered by each Holder pursuant hereto shall be true
and correct in all material respects on and as of the date hereof and on and as of the
Initial Offering Closing Date, as though made on and as of such date.
(d) The Company shall have received a certificate signed by a duly authorized
representative of each Holder to the effects set forth in Section 4.1(b) and (c) above.
(e) In the event that less than all of each Holder’s Shares are repurchased hereunder,
each Holder shall have executed and delivered to the Placement Agents a lock-up agreement in
the form negotiated by the Company and the Placement Agents for execution by significant
stockholders of the Company.
(f) The Initial Offering Closing has occurred.
4.2. Conditions of Obligations of Holders. The obligation of each Holder to sell the
shares of Common Stock hereunder is subject to the satisfaction or waiver on or prior to the
Initial Offering Closing Date of each the following conditions:
(a) No action, claim, suit, hearing, complaint, demand, injunction, litigation,
judgment, arbitration, order, decree, ruling or governmental investigation or proceeding
shall be pending or threatened by any Governmental Entity, and no such Governmental Entity
shall have issued any injunction, judgment or order, which shall remain in effect, that
would prevent the consummation of the transactions contemplated herein.
(b) The Company shall have performed in all material respects all of its obligations
hereunder required to be performed by it on or prior to the Initial Offering Closing Date.
(c) The representations and warranties of the Company contained in this Agreement and
in any certificate or other writing delivered by the Company pursuant hereto shall be true
and correct in all material respects on and as of the date hereof and on and as of the
Initial Offering Closing Date, as though made on and as of such date.
(d) Each Holder shall have received a certificate signed by a duly authorized officer
of the Company to the effects set forth in Section 4.2(b) and (c) above.
ARTICLE V
GOVERNMENTAL FILINGS
Each Holder shall make all filings with any Governmental Entity required by such Holder in
connection with the execution and delivery by such Holder of this Agreement and the consummation by
such Holder of the transactions contemplated herein, including without limitation, all filings with
the Securities and Exchange Commission required pursuant to the Securities Exchange Act of 1934, as
amended.
ARTICLE VI
GENERAL PROVISIONS
6.1. Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,
If to the Holders, to:
EnCap Investments L.P.
0000 Xxxxxx Xxxxx Xxxx., Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000
0000 Xxxxxx Xxxxx Xxxx., Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000
With a copy (which shall not constitute notice) to:
Xxxxxxxx & Knight LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
If to the Company, to:
Petrohawk Energy Corporation
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
with copies (which shall not constitute notice) to:
Xxxxxx Xxxxxxx Law Firm L.L.C.
2000 Epic Center
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
2000 Epic Center
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
and
Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
All such notices, requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such
day is a business day in the place of receipt. Otherwise, any such notice, request or communication
shall be deemed not to have been received until the next succeeding business day in the place of
receipt. By notice given in accordance with this Section 6.1 to the other party, any party may
change its address for the receipt of notices under this Agreement.
6.2. Amendments and Waivers. Any provision of this Agreement may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment,
by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver
is to be effective. No failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege.
6.3. Successors and Assigns. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.
6.4. Governing Law. This Agreement shall be governed by and construed in accordance
with the law of the State of Delaware, without reference to its conflict of laws principles.
6.5. Section Headings. The captions and headings appearing at the beginning of the
various sections of this Agreement are for convenience of reference only and shall not be given any
effect whatsoever in the construction or interpretation of this Agreement.
6.6. Enforcement. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in any action instituted in any court of the United States
or any state thereof having jurisdiction over the parties and the matter, this being in addition to
any other remedy to which they are entitled at law or in equity.
6.7. Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
6.8. Termination.
(a) Notwithstanding any provision in this Agreement to the contrary, this Agreement
shall terminate in the event the Placement Agreement is terminated. If this Agreement is
terminated, the Company will have no obligation to purchase the Shares and the Holders will
have no obligation to sell the Shares hereunder, and no party will have any further
obligation hereunder except that the Company must promptly return the EnCap Certificates to
the Holders.
(b) Either the Company or the Holders may terminate this Agreement if the Placement
Agreement has not been executed and delivered by the parties thereto on or before January
31, 2006.
6.9. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Any party may execute this Agreement by the delivery of a facsimile signature, which
signature shall have the same force and effect as an original signature. Any party that delivers a
facsimile signature shall promptly thereafter deliver an originally executed signature to the other
party; provided, however, that the failure to deliver an original signature page shall not affect
the validity of any signature delivered by facsimile.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its
duly authorized officer as of the date first written above.
PETROHAWK ENERGY CORPORATION
By: |
||||
| Name: | ||||
| Title: | ||||
| ENCAP IV-B ACQUISITIONS, L.P. | ||
By:
|
EnCap IV-B Acquisitions GP, LLC, | |
| General Partner of EnCap IV-B Acquisitions, L.P. | ||
By:
|
EnCap Energy Capital Fund IV-B, L.P., | |
| Sole Member of EnCap IV-B Acquisitions GP, LLC | ||
By:
|
EnCap Equity Fund IV GP, L.P., | |
| General Partner of EnCap Energy Capital Fund IV-B, L.P. | ||
By:
|
EnCap Investments L.P., | |
| General Partner of EnCap Equity Fund IV GP, L.P. | ||
By:
|
EnCap Investments GP, L.L.C., | |
| General Partner of EnCap Investments L.P. | ||
By: |
||||
| Name: | ||||
| Title: | Senior Managing Director | |||
| ENCAP ENERGY CAPITAL FUND IV, L.P. | ||
By:
|
EnCap Equity Fund IV GP, L.P., | |
| General Partner of EnCap Energy Capital Fund IV, L.P. | ||
By:
|
EnCap Investments L.P., | |
| General Partner of EnCap Equity Fund IV GP, L.P. | ||
By:
|
EnCap Investments GP, L.L.C., | |
| General Partner of EnCap Investments L.P. | ||
By: |
||||
| Name: | ||||
| Title: | Senior Managing Director | |||
Execution Copy
Schedule I
to Stock Purchase Agreement
to Stock Purchase Agreement
| HOLDER | SHARES | |||
ENCAP IV-B ACQUISITIONS, L.P. |
1,047,157 | |||
ENCAP ENERGY CAPITAL FUND IV, L.P. |
2,275,284 | |||
TOTAL |
3,322,441 | |||
