Whiting Petroleum Corp. Announces Results & Proration of its Tender Offer for its 1.25% Convertible Senior Notes Due 2020
September 27 2019 - 7:00AM
Business Wire
Whiting Petroleum Corporation (the “Company”) (NYSE: WLL) today
announced the results and proration of the Company’s previously
announced cash tender offer (the “Tender Offer”) to purchase up to
$300,000,000 aggregate principal amount of its outstanding 1.25%
Convertible Senior Notes due 2020 (the “Notes”). The Tender Offer
expired at 11:59 P.M., New York City time, on Thursday, September
26, 2019 (the “Expiration Date”).
As of the expiration of the Tender Offer, $523,733,000 aggregate
principal amount of the Notes, representing approximately 93.18% of
the total Notes outstanding, were validly tendered (and not validly
withdrawn) pursuant to the Tender Offer. Because the Tender Offer
is oversubscribed, the Notes have been accepted on a pro rata
basis. The proration factor for the Notes is approximately
57.33%.
The Company has accepted for purchase $300,000,000 aggregate
principal amount of the Notes that were validly tendered (and not
validly withdrawn) pursuant to the Tender Offer at the expiration
of the Tender Offer at a purchase price equal to $990 per $1,000
principal amount of Notes. Holders of record on September 15, 2019
of the Notes that were validly tendered at or prior to the
Expiration Date and accepted for purchase will receive accrued
interest, if any, from the last interest payment date up to, but
not including, the date the Company accepts and purchases any such
Notes. Payment for Notes that have been validly tendered (and not
validly withdrawn) and accepted for purchase pursuant to the Tender
Offer will be made on the settlement date. The Company expects the
settlement date to be September 30, 2019.
After settlement, approximately $262,075,000 aggregate principal
amount of the Notes will remain outstanding.
J.P. Morgan acted as the Dealer Manager for the Tender Offer.
D.F. King & Co., Inc. served as the Tender and Information
Agent for the Tender Offer.
This press release shall not constitute an offer to purchase, a
solicitation of an offer to purchase or a solicitation of an offer
to sell securities.
Forward-Looking
Statements
This news release contains statements that we believe to be
“forward-looking statements” as defined by the U.S. Securities and
Exchange Commission. 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; the geographic
concentration of our operations; the ability to achieve the
benefits of our organizational redesign and cost reduction
strategy; impacts to financial statements as a result of impairment
write-downs; federal and state initiatives relating to the
regulation of hydraulic fracturing and air emissions; 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; our ability to successfully complete asset
dispositions and the risks related thereto; 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 that could have a negative effect on the
oil and gas industry; our ability to replace our oil and natural
gas reserves; negative impacts from litigation and legal
proceedings; 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, 2018.
We assume no obligation, and disclaim any duty, to update the
forward-looking statements in this news release, except as required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190927005088/en/
Company Contact: Eric K. Hagen Title: Vice President, Corporate
Affairs Phone: 303-837-1661 Email: Eric.Hagen@whiting.com
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