Whiting Petroleum Corporation Announces Completion of Offering of Convertible Senior Notes Due 2020 and Senior Notes Due 2023
Whiting Petroleum Corporation (NYSE: WLL) today announced that it
completed its previously announced private unregistered offerings of
$1.25 billion aggregate principal amount of 1.25% convertible senior
notes due 2020 (the “convertible notes”) and $750 million aggregate
principal amount of 6.25% senior notes due 2023 (the “senior notes”).
The amount of convertible notes includes the sale of $250 million
aggregate principal amount of convertible notes pursuant to the exercise
of the initial purchasers’ option in full to purchase additional
Whiting also announced by separate press release that it completed its
previously announced registered public offering of 35,000,000 shares of
its common stock for total net proceeds of approximately $1.0 billion,
after deducting underwriter’s discounts and commissions.
Whiting received approximately $3.0 billion in aggregate net proceeds
from the offerings. Whiting used the net proceeds from the offerings to
repay all of the amounts outstanding under its credit agreement and will
use the remainder for its general corporate purposes.
Prior to January 1, 2020, the convertible notes will be convertible only
upon the occurrence of certain events and during certain periods, and
thereafter, at any time until the second scheduled trading day
immediately preceding the maturity date of the convertible notes. The
convertible notes will be convertible at an initial conversion rate of
25.6410 shares of Whiting’s common stock per $1,000 principal amount of
the convertible notes. Upon conversion, Whiting may satisfy its
conversion obligation by paying or delivering, as applicable, cash,
shares of its common stock or a combination of cash and shares of its
common stock, at its election.
The offering of convertible notes was made only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). The senior notes offering
was made only to qualified institutional buyers in reliance on Rule 144A
under the Securities Act and to non-U.S. persons in compliance with
Regulation S under the Securities Act. The convertible notes, the shares
of Whiting’s common stock issuable upon conversion of the convertible
notes, if any, and the senior notes have not been registered under the
Securities Act and, unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be any
sale of these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
Copyright Business Wire 2015
Source: Business Wire
(March 27, 2015 - 8:17 PM EDT)
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