Whiting Petroleum Corporation (NYSE: WLL) announced today
that it plans to undertake a reverse stock split of Whiting’s
common stock at a ratio ranging from any whole number between
1-for-2 to 1-for-6, as determined by Whiting’s Board of Directors,
and a reduction in the number of authorized shares of its common
stock as set forth in the chart below based on the reverse
stock split ratio that is selected.
Ratio
Number of Shares ofCommon Stock
Authorized
1:2 450,000,000 1:3 300,000,000 1:4 225,000,000 1:5 180,000,000 1:6
150,000,000
The reverse stock split will reduce the number of Whiting shares
of common stock outstanding and is expected to increase the per
share trading price of the common stock, which may improve
marketability and facilitate its trading.
When the reverse stock split becomes effective, each number of
shares between two to six (depending on the reverse stock split
ratio selected by the Whiting’s Board of Directors) shares of
Whiting’s common stock will automatically be converted into one
share of common stock. Whiting does not anticipate issuing
fractional shares as a result of the reverse stock split;
stockholders entitled to receive fractional shares as a result of
the reverse stock split will receive cash payments in lieu of such
shares.
The reverse stock split will not change the proportionate equity
interests or voting rights of holders of common stock, subject to
the treatment of fractional shares.
Whiting will hold a special meeting of stockholders in the
fourth quarter of 2017 to seek approval of a proposal to authorize
the reverse stock split and authorized share reduction. The
affirmative vote of the holders of a majority of the shares
entitled to vote at the special meeting is required to adopt and
approve such proposal. Holders of record of Whiting’s common stock
as of the close of business on September 18, 2017, will be entitled
to notice of and to vote at the special meeting. Whiting has filed
a preliminary proxy statement regarding the special meeting with
the U.S. Securities and Exchange Commission (the “SEC”).
The reverse stock split is subject to market and other customary
conditions, including stockholder approval. Whiting reserves the
right, at its sole discretion, to abandon the reverse stock split
and authorized share reduction at any time prior to filing the
applicable certificate of amendment with the Secretary of State of
the State of Delaware.
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 region of the United
States. The Company’s largest projects are in the Bakken and Three
Forks plays in North Dakota and Niobrara play in northeast
Colorado. The Company trades publicly under the symbol WLL on the
New York Stock Exchange. For further information, please visit
http://www.whiting.com.
Important Information about the Reverse Stock Split
Proposal
This communication may be deemed to be solicitation material in
connection with the proposal to be submitted to Whiting’s
stockholders at its special meeting seeking approval to effect a
reverse stock split and a reduction in the number of authorized
shares of its common stock (the “Reverse Split Proposal”). In
connection with the Reverse Split Proposal, Whiting has filed a
preliminary proxy statement on Schedule 14A with the SEC.
Stockholders are urged to read the preliminary proxy statement and
all other relevant documents filed with the SEC when they become
available, including the definitive proxy statement, because they
will contain important information about the Reverse Split
Proposal.
Investors and security holders will be able to obtain the
documents when available free of charge at the SEC’s website,
www.sec.gov. In addition, stockholders may obtain free copies of
the documents filed with the SEC when available at Whiting’s
website, www.whiting.com. Information contained on such websites or
that can be accessed through such websites does not constitute a
part of this press release.
Participants in the Solicitation
Whiting and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Whiting’s
stockholders in respect to the Reverse Split Proposal. Information
about the directors and executive officers of Whiting is set forth
in Whiting’s preliminary proxy statement, which was filed with the
SEC on September 7, 2017. Investors may obtain additional
information regarding the interests of Whiting and its directors
and executive officers in the Reverse Split Proposal by reading the
preliminary proxy statement and, when it becomes available, the
definitive proxy statement relating to the special meeting.
Forward-Looking Statements
This news release contains statements that we believe to be
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and 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:
the possibility that stockholder approval for the Reverse Split
Proposal may not be obtained; the possibility that the Reverse
Split Proposal may not have its intended effects; the possibility
that factors unrelated to the reverse stock split may impact the
per share trading price of Whiting’s common stock; declines in, or
extended periods of low oil, NGL or natural gas prices; our level
of success in exploration, development and production activities;
risks related to our level of indebtedness, ability to comply with
debt covenants 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;
revisions to reserve estimates as a result of changes in commodity
prices, regulation and other factors; adverse weather conditions
that may negatively impact development or production activities;
the timing of our exploration and development expenditures;
inaccuracies of our reserve estimates or our assumptions underlying
them; 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; federal and state initiatives relating to
the regulation of hydraulic fracturing and air emissions;
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; the potential impact of changes in laws, including tax
reform, that could have a negative effect on the oil and gas
industry; 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; and other risks
described under the caption “Risk Factors” in Item 1A of our Annual
Report on Form 10-K for the period ended December 31, 2016. We
assume no obligation, and disclaim any duty, to update the
forward-looking statements in this news release.
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version on businesswire.com: http://www.businesswire.com/news/home/20170907005397/en/
Whiting Petroleum CorporationEric K. Hagen,
303-837-1661Vice President, Investor
RelationsEric.Hagen@whiting.com
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