11 July 2022listing compliance notice▼ BadMajor
Whiting Holdings LLC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 July 2022business combination● NeutralMajor
The Oasis merger closed on July 1, 2022. Oasis was renamed Chord Energy Corporation (Nasdaq: CHRD), and Whiting was merged into a Chord subsidiary and is now Whiting Holdings LLC. Each Whiting share was converted into $6.25 in cash plus 0.5774 Chord shares, and former Whiting holders own about 53% of Chord. Whiting's credit agreement with JPMorgan was terminated, repaid in full and its liens released. Whiting stock stopped trading on the NYSE, and Whiting Holdings intends to file a Form 15 to suspend its SEC reporting. This resolves the merger thread and the exit credit facility, and the Series A and B warrants were assumed by Chord with adjusted terms.
1 July 2022listing compliance notice● NeutralMajor
Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.
14 June 2022business combination● Neutral
Whiting disclosed that it had received seven stockholder demand letters and was aware of six lawsuits claiming the merger proxy statement was missing information. Whiting says the claims are without merit but added extra disclosures to the proxy to head off delay. These include that Citi, its adviser, had earned $4 million in advisory fees and $2.2 million in underwriting fees from Oasis and an Oasis affiliate in the prior 24 months and none from Whiting, a point the board concluded was not a conflict. The June 28, 2022 meetings are not expected to move.
24 May 2022business combination● NeutralMajor
Whiting filed its final proxy statement for the Oasis merger and began mailing it on May 24, 2022. Both companies' stockholder meetings are set for June 28, 2022. Whiting holders are asked to approve the merger, which pays $6.25 cash plus 0.5774 Oasis shares per Whiting share. Whiting and Oasis holders would own about 53% and 47% of the combined company, and the filing puts the offer at about $84.47 per Whiting share based on the May 18 Oasis price, versus $89.68 at the March 4 price. The Whiting board unanimously recommends voting for. This moves the merger thread from announcement to the shareholder vote.
8 Mar 2022business combination● NeutralMajor
The 8-K gives the terms of the Oasis merger announced the day before. Each Whiting share would convert into 0.5774 Oasis shares plus $6.25 in cash. Whiting's warrants would be assumed by Oasis and adjusted, and a $98 million termination fee applies in certain circumstances. The deal needs both companies' stockholder approvals and antitrust clearance, among other conditions. Either side can terminate if it has not closed by October 7, 2022. The combined company would have a ten-member board split five and five, be based in Houston, and have Lynn Peterson as Executive Chair and Daniel Brown as CEO. This fills in the exchange terms that were missing from the March 7 announcement.
7 Mar 2022business combination▲ GoodMajor
On March 7, 2022, Whiting and Oasis Petroleum announced a merger agreement, described in their joint press release as a $6.0 billion merger of equals. The press release headline says the combined company would have 972K net Williston Basin acres and 167.8 thousand Boepd of combined fourth-quarter 2021 production, with about $65MM of annual cost savings expected. Lynn Peterson would be Executive Chair and Danny Brown President and CEO. This is a new thread after the 2020 emergence from bankruptcy. It still needs approval from both companies' shareholders and the closing conditions are unmet, and the filing itself carries no exchange ratio or other terms in the visible text.
2 Sept 2020listing compliance notice● NeutralMajor
Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.
2 Sept 2020listing compliance notice● NeutralMajor
Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.
1 Sept 2020business combination▼ BadMajor
On September 1, 2020, the plan took effect and Whiting emerged from Chapter 11. Old common stock was cancelled in exchange for 3% of the new common stock (diluted by the warrants and the management incentive plan) plus Series A warrants (up to 4,837,821, exercise price $73.44, four years) and Series B warrants (up to 2,418,910, exercise price $83.45, five years). Old notes and their indentures were cancelled, and a new $750M reserve-based credit facility maturing April 1, 2024 was signed with JPMorgan as agent, with $324.67M initially available. The shareholder rights plan from March 2020 was terminated. This closes the bankruptcy thread.
17 Aug 2020bankruptcy or receivership▼ BadMajor
On August 14, 2020, the Bankruptcy Court confirmed Whiting's Chapter 11 plan, which the company expected to take effect around September 1, 2020. Existing shareholders get 3% of the new common stock plus Series A warrants (up to 10% of new stock) and Series B warrants (up to 5%), while noteholders and other general unsecured claimants get 97%. The existing stock, 91,642,480 shares outstanding at August 13, 2020, is to be cancelled. The credit facility is to be refinanced through a new exit revolver of up to $1.5B with $750M initial commitments, rather than repaid in cash as the earlier term sheet said. A management incentive plan of 7.70% of the new stock is also planned. The filing also has an Item 5.02 section that was cut off and is not covered here.
24 Apr 2020material agreement▼ BadMajor
On April 23, 2020, Whiting signed a restructuring support agreement with some holders of its 2020, 2021, 2023 and 2026 notes and filed its Chapter 11 plan and disclosure statement. The plan turns the earlier term sheet into a signed agreement: the credit facility is refinanced or repaid in cash, noteholders and other general unsecured claimants get 97% of the reorganized equity, and existing shareholders get 3% plus warrants. It is not yet confirmed, and the filing says there is no assurance it will be completed on these terms.
20 Apr 2020listing compliance notice▼ BadMajor
On April 14, 2020, the NYSE told Whiting its stock no longer meets listing standards because the average closing price was below $1.00 over 30 trading days. Whiting has six months to get back above that level, and the shares stay listed meanwhile with a .BC marker. The company says it intends to cure this, including through the capital structure after its Chapter 11 restructuring, and the shares face suspension and delisting if it does not.
1 Apr 2020bankruptcy or receivership▼ BadMajor
On April 1, 2020, Whiting and certain subsidiaries filed voluntary Chapter 11 cases in the Southern District of Texas, which accelerated the debt: $189.1M of 2020 notes, $773.6M of 2021 notes, $408.3M of 2023 notes, $1.0B of 2026 notes and $1.1B under the credit facility. A term sheet agreed in principle with some noteholders would give noteholders 97% of the reorganized equity and existing shareholders 3% plus warrants, with the credit facility repaid or refinanced in cash. This is a proposed deal, not yet confirmed, and the filing says there is no assurance it will be completed on those terms. It also reports a revised 2020 pay program for employees and executives, director William Hahne's resignation, Chief Strategy Officer Timothy Sulser's departure, and cancellation of the May 1 annual meeting. This ends the earlier credit-agreement and notes structure from 2018.
30 Mar 2020listing compliance notice▲ GoodMajor
the exchange certified Whiting Holdings LLC's securities for listing, clearing them to begin trading.
16 Sept 2019debt financing● Neutral
On September 13, 2019, Whiting and Whiting Oil and Gas signed a First Amendment to the April 2018 credit agreement with JPMorgan as agent. It allows the company to buy back or redeem its senior notes at no more than par plus accrued interest and any make-whole premium, provided unused availability stays at least the greater of $100M or 15% of commitments and total debt to EBITDAX is no more than 3.25 to 1.0 after the transaction. The filing does not say whether any repurchase is planned.
25 May 2018business combination● Neutral
Whiting filed a registration statement on May 25, 2018 for an offer to swap the $1.0B of 6.625% Senior Notes due 2026 (issued Dec 27, 2017 without registration) for identical notes registered with the SEC. This delivers the registered exchange offer promised in the December 2017 notes; the company receives no proceeds and the new notes have substantially identical terms, apart from no transfer restrictions and no additional-interest provision. The expiry date is blank in the draft and the offer is not yet effective.
13 Apr 2018debt financing● NeutralMajor
On April 12, 2018, Whiting and Whiting Oil and Gas signed a Seventh Amended and Restated Credit Agreement with JPMorgan as agent, replacing the prior credit agreement. The initial borrowing base is $2.4B, with commitments elected at $1.75B, maturing April 12, 2023; $234.2M of loans and letters of credit were outstanding. Covenants require current ratio of at least 1.0x and total debt to EBITDAX of at most 4.0x, with a first lien on borrowing-base properties. Compared with the 2016 facility (borrowing base $2.6B, commitments $2.5B, senior secured debt/EBITDAX max 3.0x), commitments are lower and the leverage test is now on total debt.
27 Dec 2017debt financing● NeutralMajor
On December 27, 2017, Whiting completed a $1.0B private offering of 6.625% senior unsecured notes due January 15, 2026, receiving about $987.5M net. It gave irrevocable notice to redeem all its 5.000% notes due 2019 on January 26, 2018; the press release says proceeds are expected to fund that redemption and related costs. Whiting must also try to complete a registered exchange offer for the new notes (effective within 365 days). This replaces the 2019 notes with longer-dated debt.
6 Sept 2017asset acquisition disposition● NeutralMajor
On September 1, 2017, Whiting completed the Fort Berthold sale to RimRock Oil & Gas Williston, LLC for $500M cash, subject to closing adjustments (the closing description names Dunn and McLean counties). This completes the sale agreed on August 14. Pro forma figures show long-term debt reduced by $500M and oil and gas properties net down about $927M.
15 Aug 2017material agreement● NeutralMajor
On August 14, 2017, Whiting Resources Corporation agreed to sell producing oil and gas properties in the Fort Berthold Indian Reservation area (Dunn, McLean and Mountrail Counties, North Dakota) to Rimrock Oil & Gas Williston, LLC for $500M cash. The sale was effective September 1, 2017 and expected to close that day. This is a second major asset sale after North Ward Estes in 2016.
12 Dec 2016capital raising announcement▼ BadMajor
On December 9, 2016, Whiting gave notice that it will force conversion of $716.8M of the mandatory convertible notes on December 19, 2016, after holders had voluntarily converted $4.2M. About 77.6M shares will be issued to retire all $721.0M of these notes (including $467.8M of the 2020 series). This is the closing out of the June/July 2016 mandatory convertible exchange; the share count is below the 104.0M to 111.7M estimated in July, though the filing does not explain the gap (the earlier voluntary conversions and the August exchange are possible but unconfirmed contributors).
9 Aug 2016capital raising announcement● Neutral
On August 8, 2016, Whiting agreed to exchange $12.866M of its 2018 mandatory convertible notes and $25.430M of its 2019 mandatory convertible notes for common stock directly: 1.656M shares for the 2018 notes (they would otherwise convert into 1.470M) and 3.259M shares for the 2019 notes (otherwise 2.893M). Closing was expected August 12, 2016. This is a small continuation of the June/July conversion process, and these holders receive somewhat more shares than the notes' terms would have given.
2 Aug 2016asset acquisition disposition● NeutralMajor
On July 27, 2016, Whiting sold the North Ward Estes field in Ward and Winkler Counties, Texas to Four Corners Petroleum II, LLC for $300M cash, with the deal closing the same day (effective July 1, 2016). The buyer may also owe up to $100M more, at $100,000 per cent that average WTI futures prices from August 2018 to July 2021 exceed $50 (measured June 28, 2018), payable in cash or an 8% note due 2022. The credit facility's borrowing base fell from $2.75B to $2.6B (commitments unchanged at $2.5B). Whiting keeps operating the field through October 27, 2016 under a transition agreement. The filing shows pro forma long-term debt falling by about $300.4M. This is the sale of the enhanced oil recovery asset listed in the company's core areas.
5 July 2016capital raising announcement▼ BadMajor
The exchange announced June 22 closed on June 29 and July 1, 2016, at $1.093B in total (larger than the $1.065B announced): $687.9M of 2020 convertibles and $404.8M of other notes became new mandatory convertible notes of equal amount. The price was above the $8.75 threshold on 6 or 7 of the first seven days. Assuming the $9.60 average price continues, the notes would convert into about 104.0M shares, or 111.7M at the minimum prices. This resolves the pending exchange and confirms very large dilution.
23 June 2016capital raising announcement▼ BadMajor
On June 22, 2016, Whiting agreed to swap $1.065B of notes (including $687.9M of the 1.25% 2020 convertibles) for new mandatory convertible notes of the same amount, expected to close June 29. Four percent of the notes convert into stock each day of a 25-trading-day period when the daily average price is above $8.75, with minimum conversion prices of $8.75 to $9.45. At $12.10 this would be about 83.0M shares, and at the minimum prices about 114.8M shares, so dilution is far larger than the March swap. Whiting also expects Section 382 to limit its use of tax losses, with a material non-cash write-down of deferred tax assets in Q2 2016.
10 May 2016capital raising announcement▼ BadMajor
On May 10, 2016, Whiting gave notice that it will force conversion of $476.3M of the March 2016 convertible notes into stock on May 18; holders of $0.4M had already converted. In total about 41.8M new shares will be issued to retire all $476.7M of those notes, so the dilution flagged in March is now locked in. The 1.25% 2020 convertibles are not affected. If every holder had converted voluntarily, early conversion payments would have been about $41.9M; holders who do not convert voluntarily get no such payment.
28 Mar 2016debt financing▼ BadMajor
On March 25, 2016, Whiting amended its bank credit agreement with JPMorgan as agent: the borrowing base falls to $2.75B from May 1, 2016 (from $4.0B) and revolving commitments to $2.5B (from $3.5B). Whiting pays a margin 0.5 point higher and a 0.50% commitment fee, must give security over more accounts, and may issue up to $1.0B of second lien debt. The senior secured debt to EBITDAX limit is loosened to 3.0x (from 2.5x), and it may sell certain North Dakota gas gathering and processing plant interests without reducing the borrowing base. This continues the credit-agreement amendments of 2015.
23 Mar 2016capital raising announcement▼ BadMajor
The March 18 note swap closed on March 23, 2016: $476.7M of 2018, 2019, 2021 and 2023 notes were exchanged for the same amount of new convertible notes, which could convert into about 41.8M shares. Holders who convert within six months get a cash payment equal to 18 months of interest, and conversion prices are $11.50 (2018/2021/2023 series) and $11.00 (2019 series). This resolves the pending exchange; it means possible dilution for existing shareholders.
18 Mar 2016capital raising announcement▼ BadMajor
On March 18, 2016, Whiting agreed to swap $476.7M of its 2018, 2019, 2021 and 2023 notes for the same principal amount of new convertible notes, convertible at $11.00 to $11.50 per share into about 41.8M shares. The swap is expected to close March 23, 2016. The press release cites about 37.6M shares for the first $429.7M. Holders who convert early get cash payments equal to up to 18 months of interest, and Whiting can force conversion if its stock exceeds $10.25 for 20 of 30 trading days. This could dilute existing shareholders, and the conversion prices contrast with the roughly $39.00 conversion price on the 2020 convertibles issued in March 2015. The filing does not state why Whiting did the swap.