SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
Whiting
Petroleum Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
1.25% Convertible Senior Notes due 2020
(Title of Class of Securities)
966387AL6
(CUSIP Number
of Class of Securities)
Bradley J. Holly
Chairman, President and Chief Executive Officer
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300
(303) 837-1661
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
Benjamin F. Garmer, III, Esq.
John K. Wilson, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400
Calculation
of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$297,000,000
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$35,996.40
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*
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Calculated solely for purposes of determining the amount of the filing fee. The calculation of the Transaction
Valuation assumes that all $300,000,000 aggregate principal amount of the Companys outstanding 1.25% Convertible Senior Notes due 2020 are purchased at the tender offer price of $990 per $1,000 principal amount of such notes.
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**
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The amount of the filing fee was calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended, and equals $121.20 for each $1,000,000 of the value of the transaction.
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☒
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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$35,996.40.
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Form or Registration No.:
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Schedule TO-I.
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Filing Party:
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Whiting Petroleum Corporation.
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Date Filed:
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August 29, 2019.
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Check the box if the filing relates solely to preliminary communications made before the commencement of
a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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