On February 26, 2009, Petrohawk Energy Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), pursuant to which the Company agreed to sell an aggregate of 22,000,000 shares of its common stock, $0.001 par value (the "Common Stock") to the several underwriters named in the Underwriting Agreement (the "Underwriters"). Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an additional 3,300,000 shares of Common Stock at the public offering price less underwriting discounts and commissions.
The Company expects that the closing of the transaction under the Underwriting Agreement will occur on or about March 4, 2009, subject to customary closing conditions.
The net proceeds from the sale of the Common Stock to be sold pursuant to the Underwriting Agreement (assuming no exercise of the underwriters' option to purchase additional shares) are estimated to be approximately $376.1 million (after deducting underwriting discounts and commissions and estimated expenses).
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit No.      Item
1.1              Underwriting Agreement, dated February 26, 2009, between the Company
                 and Barclays Capital Inc., as representative of the several
                 underwriters named therein.
5.1              Opinion of Thompson & Knight LLP as to the validity of the Common
                 Stock.
23.1             Consent of Thompson & Knight LLP (included in exhibit 5.1)