Whiting Petroleum Corporation Announces Exchange Offer for 6.25% Senior Notes Due 2023
Whiting Petroleum Corporation (NYSE: WLL) today announced that it has
commenced an offer to exchange all of its outstanding, unregistered
6.25% Senior Notes due 2023 (the "Original Notes") for new, registered
6.25% Senior Notes due 2023 (the "New Notes").
The terms of the New Notes to be issued in the exchange offer are
substantially identical to those of the Original Notes, except that the
New Notes will not have securities law transfer restrictions, and the
registration rights relating to the Original Notes and the New Notes
will not provide for the payment of additional interest under
circumstances relating to the timing of the exchange offer.
The exchange offer will expire at 5:00 p.m. New York City time, on July
1, 2015, unless extended by Whiting Petroleum Corporation. Valid tenders
of the Original Notes must be made, and may be withdrawn at any time,
before the exchange offer expires.
Documents describing the terms of the exchange offer, including the
prospectus and transmittal materials for making tenders, may be obtained
from the exchange agent, The Bank of New York Mellon Trust Company,
N.A., by overnight delivery or mail at The Bank of New York Mellon Trust
Company, N.A., Corporate Trust Operations, Reorganization Unit, 111
Sanders Creek Parkway, East Syracuse, NY 13057, or by facsimile (for
eligible institutions only) at (504) 212-1610, Attention: Corporate
Trust Operations Reorganizations Unit with confirmation by telephone at
(315) 414-3349.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. The exchange offer is being
made only pursuant to a prospectus and the related letter of transmittal
and only to such persons and in such jurisdictions as is permitted under
applicable law.
About Whiting Petroleum Corporation
Whiting Petroleum Corporation, a Delaware corporation, is an independent
oil and gas company that explores for, develops, acquires and produces
crude oil, natural gas and natural gas liquids primarily in the Rocky
Mountain and Permian Basin regions of the United States. The Company’s
largest projects are in the Bakken and Three Forks plays in North
Dakota, the Niobrara play in northeast Colorado and its Enhanced Oil
Recovery field in Texas. The Company trades publicly under the symbol
WLL on the New York Stock Exchange.
Forward-Looking Statements
This news release contains statements that we believe to be
“forward-looking statements” within the meaning of Section 21E of the
Securities Exchange Act of 1934. 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 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 and achieve anticipated benefits from the
transaction; and other risks described under the caption “Risk Factors”
in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2015 and 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.
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