Whiting Announces Private Offering of $750 Million in Aggregate Principal Amount of Senior Notes Due 2026
December 12 2017 - 7:30AM
Business Wire
Whiting Petroleum Corporation (NYSE: WLL) announced that it has
commenced a private unregistered offering to eligible purchasers of
$750 million aggregate principal amount of senior notes due 2026.
Whiting expects to use the net proceeds from the offering, together
with borrowings under the Whiting Oil and Gas Corporation credit
agreement, to redeem all of its 5.000% senior notes due 2019 (the
“2019 Notes”) and pay related fees and expenses, including the
redemption premium and accrued interest on the 2019 Notes.
The offering is being made only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), and to non-U.S. persons in
compliance with Regulation S under the Securities Act. The 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. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act. This press
release does not constitute a notice of redemption for purposes of
the redemption provisions of the indenture governing the 2019
Notes.
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, 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; 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; the potential impact of
changes in laws, including tax reform, that could have a negative
effect on 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 year 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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Whiting Petroleum CorporationEric K. HagenVice President,
Investor Relations303.837.1661Eric.Hagen@whiting.com
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