Whiting Announces Private Offerings of $1.0 Billion Aggregate Principal Amount of Convertible Senior Notes Due 2020 and $750 Million in Aggregate Principal Amount of Senior Notes Due 2023
Whiting Petroleum Corporation (NYSE: WLL) announced that it has
commenced private unregistered offerings to eligible purchasers of $1.0
billion aggregate principal amount of convertible senior notes due 2020
(or up to $1.15 billion aggregate principal amount if the initial
purchasers exercise in full their option to purchase additional
convertible senior notes) and $750 million aggregate principal amount of
senior notes due 2023. The convertible senior notes will be convertible
at the holder's option in certain circumstances. Upon conversion,
Whiting will 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.
Whiting also announced today by separate press release that it has
commenced a registered public offering of 35,000,000 shares of its
common stock. Whiting expects to grant the underwriter in that offering
a 30-day option to purchase up to an additional 5,250,000 shares if the
underwriter exercises in full its option to purchase additional shares
of common stock. Nothing contained herein shall constitute an offer to
sell or the solicitation of an offer to buy the common stock.
Whiting expects to use the net proceeds from the offerings to repay all
or a portion of the amount outstanding under its credit agreement and
any remainder for general corporate purposes.
The offering of convertible senior notes and any shares of Whiting’s
common stock issuable upon conversion of the convertible senior notes is
being 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 is being 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 senior notes, the shares of Whiting’s
common stock issuable upon conversion of the convertible senior 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.
Forward-Looking Statements
This news release contains statements that we believe to be
“forward-looking statements” within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All
statements other than historical facts, including, without limitation,
statements regarding our future financial position, business strategy,
projected revenues, earnings, costs, capital expenditures and debt
levels, and plans and objectives of management for future operations,
are forward-looking statements. When used in this news release, words
such as we “expect,” “intend,” “plan,” “estimate,” “anticipate,”
“believe” or “should” or the negative thereof or variations thereon or
similar terminology are generally intended to identify forward-looking
statements. Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
those expressed in, or implied by, such statements.
These risks and uncertainties include, but are not limited to: declines
in oil, NGL or natural gas prices; our level of success in exploration,
development and production activities; risks related to our level of
indebtedness and periodic redeterminations of the borrowing base under
our amended credit agreement; impacts to financial statements as a
result of impairment write-downs; our ability to successfully complete
asset dispositions and the risks related thereto; adverse weather
conditions that may negatively impact development or production
activities; the timing of our exploration and development expenditures;
our ability to obtain sufficient quantities of CO2 necessary
to carry out our enhanced oil recovery projects; inaccuracies of our
reserve estimates or our assumptions underlying them; revisions to
reserve estimates as a result of changes in commodity prices, regulation
and other factors; risks relating to any unforeseen liabilities of ours;
our ability to generate sufficient cash flows from operations to meet
the internally funded portion of our capital expenditures budget; our
ability to obtain external capital to finance exploration and
development operations and acquisitions; federal and state initiatives
relating to the regulation of hydraulic fracturing; the potential impact
of federal debt reduction initiatives and tax reform legislation being
considered by the U.S. Federal Government that could have a negative
effect on the oil and gas industry; our ability to identify and complete
acquisitions and to successfully integrate acquired businesses;
unforeseen underperformance of or liabilities associated with acquired
properties; the impacts of hedging on our results of operations; failure
of our properties to yield oil or gas in commercially viable quantities;
availability of, and risks associated with, transport of oil and gas;
our ability to drill producing wells on undeveloped acreage prior to its
lease expiration; shortages of or delays in obtaining qualified
personnel or equipment, including drilling rigs and completion services;
uninsured or underinsured losses resulting from our oil and gas
operations; our inability to access oil and gas markets due to market
conditions or operational impediments; the impact and costs of
compliance with laws and regulations governing our oil and gas
operations; our ability to replace our oil and natural gas reserves; any
loss of our senior management or technical personnel; competition in the
oil and gas industry; cyber security attacks or failures of our
telecommunication systems; our ability to successfully integrate Kodiak
Oil & Gas Corp. after its acquisition on December 8, 2014 and achieve
anticipated benefits from the transaction; and other risks described
under the caption “Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2014. We assume no obligation, and disclaim
any duty, to update the forward-looking statements in this news release.
Copyright Business Wire 2015