Whiting Holdings LLC

Whiting Holdings LLC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

business combination

Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

business combination

Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

bankruptcy or receivership

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.

material agreement

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.

listing compliance notice

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.

bankruptcy or receivership

the exchange certified Whiting Holdings LLC's securities for listing, clearing them to begin trading.

listing compliance notice

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.

debt financing

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.

debt financing

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.

asset acquisition disposition

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.

material agreement

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).

capital raising announcement

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.

asset acquisition disposition

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

debt financing

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.

capital raising announcement

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.

capital raising announcement

Whiting Holdings LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

On October 13, 2015, Whiting and its subsidiary Whiting Oil and Gas amended its bank credit agreement (second amendment, following an April 27, 2015 first amendment). It extended a cap on senior secured debt of 2.5x EBITDAX and added a minimum EBITDAX-to-interest ratio of 2.25x, both through the quarter ending March 31, 2018. The 4.0x total debt cap is suspended while those apply. The borrowing base is set at $4.0B from November 1, 2015, down from the $4.5B in the earlier context, while commitments stay at $3.5B. The filing refers to collateral securing the facility, which differs from the earlier first-lien description only in wording.

debt financing

The March 2015 financing priced earlier closed on March 27, 2015 for the debt portions: $1.25B of 1.25% convertible notes due April 2020 (convertible at about $39.00 per share, cash/shares/mix at Whiting's choice) and $750M of 6.25% senior notes due April 2023. Both are unsecured and guaranteed by the subsidiaries. Whiting must try to register the 2023 notes for exchange within 270 days or pay up to 1.0% extra interest. The visible text does not state how the proceeds will be used.

capital raising announcement

In March 2015 Whiting priced three offerings: 35,000,000 common shares at $29.70 (plus a 5,250,000-share option), $1.25B of 1.25% convertible notes due 2020 (the $250M option was fully exercised), and $750M of 6.25% senior notes due 2023. All were expected to close March 27, 2015. The convertible notes convert at about $39.00 per share, and the filing says the banks involved are lenders under Whiting's credit agreement and will receive their pro rata share of proceeds. The share sale dilutes existing holders; the filing does not state the use of proceeds, though repaying lenders is an inference from that statement.

capital raising announcement

Whiting reported the results of its required 101%-of-par offer to buy back Kodiak's notes after the December 2014 acquisition. Holders had tendered $2.5M of the $800M 8.125% 2019 notes, $346.1M of the $350M 5.500% 2021 notes and $399.4M of the $400M 5.500% 2022 notes. Payment is due March 6, 2015, funded by revolver borrowings, so most of the 2021 and 2022 Kodiak debt shifts to the bank facility while nearly all the 2019 notes stay outstanding.

debt financing

On December 19, 2014, Whiting raised the revolver under its August 2014 credit agreement from $2.5 billion to $3.5 billion. The term loan stays up to $1.0 billion and the borrowing base stays at $4.5 billion. This enlarges the amount Whiting may borrow; the filing does not say how much is drawn.

debt financing

The Kodiak acquisition closed on December 8, 2014: each Kodiak share became 0.177 of a Whiting share, and Whiting issued about 47.5 million shares. Whiting now guarantees Kodiak's $1.55 billion of notes, the new credit agreement took effect with $1.5 billion borrowed (about $2.0 billion of capacity left), and Kodiak's Lynn Peterson and James Catlin joined Whiting's board. Kodiak note holders can require a repurchase at 101% of principal because the deal triggered a change of control. This resolves the open closing, credit-agreement and guarantee threads, and existing holders are diluted by the new shares.

asset acquisition disposition

Whiting filed its final joint proxy statement for the Kodiak deal, setting special meetings for Whiting stockholders and Kodiak securityholders on December 3, 2014 (record date October 14, 2014 for Whiting). Whiting holders keep their shares, and Kodiak holders are expected to own about 29% of Whiting fully diluted as of October 24, 2014. The 0.177 ratio was worth about $10.91 per Kodiak share on October 24, 2014, versus about $13.90 on July 11, 2014. This fills in the meeting and record dates left blank in the August preliminary proxy.

business combination

Holders of Kodiak's $800M 8.125% notes due 2019, $350M 5.500% notes due 2021 and $400M 5.500% notes due 2022 gave the consents Whiting sought, and supplemental indentures were signed October 17, 2014. These add a Whiting guarantee of the Kodiak notes, but the guarantee and the indenture changes only take effect if the Kodiak acquisition completes. This means Whiting would become responsible for those notes, about $1.55 billion in principal, after closing. The filing also mentions a cash payment for consents but gives no amount.

debt financing

On August 27, 2014, Whiting and Whiting Oil and Gas signed a Sixth Amended and Restated Credit Agreement with JPMorgan Chase as agent, taking effect only when the Kodiak acquisition closes and replacing the existing facility. It provides a revolver of up to $2.5 billion (maturing five years after closing) and a term loan of up to $1.0 billion (maturing December 31, 2015), under an initial $4.5 billion borrowing base, with proceeds for working capital, refinancing some Kodiak debt, deal costs and general purposes. It continues the secured first-lien structure with a parent guarantee, and requires total debt to EBITDAX of no more than 4.0 to 1.0.

debt financing

Whiting filed a preliminary proxy statement for the special meeting where its shareholders will vote on issuing shares for the Kodiak deal signed July 13, 2014; Whiting's board unanimously recommends voting for it. Existing Whiting holders keep their shares, and Kodiak holders are expected to own about 29% of Whiting on a fully diluted basis, so existing holders would be diluted to that extent. The 0.177 ratio was worth about $13.90 per Kodiak share on July 11, 2014, and the filing values the deal at about $3.99 billion for fee purposes. Meeting dates and record dates are still blank.

business combination

On July 13, 2014, Whiting signed an agreement to acquire Kodiak Oil & Gas Corp. Each Kodiak share will be exchanged for 0.177 of a Whiting common share, so existing Whiting holders keep their shares but Kodiak holders will receive new ones. Closing needs approval from both companies' shareholders, the Supreme Court of British Columbia, and US antitrust clearance, with no more than 5% of Kodiak shares dissenting. A $130.0 million termination fee applies in specified cases, and Kodiak's CEO Lynn Peterson and executive Vice President James Catlin are to join Whiting's board when the deal takes effect.

business combination

Whiting added another $400 million of 5.750% senior notes due 2021 through a private placement on September 26, 2013, priced at 101% of face value; these will be exchanged for registered notes and fit into the same series as the $800 million issued September 12. It also gave notice that it will redeem its $250 million 7.0% senior subordinated notes due 2014 on October 31, 2013, with the make-whole premium (about $4.1 million cash estimated in the press release) to be funded from the September 12 note proceeds.

debt financing

Whiting sold $1.1 billion of 5.000% senior notes due 2019 and $800 million of 5.750% senior notes due 2021 on September 12, 2013. It also told its bank agent it would cut credit facility commitments from $2.15 billion to $1.2 billion. After the offering proceeds were applied, the filing reports no borrowings and $1,197.0 million of available capacity, so the bank debt that stood at $1.5 billion in March 2013 is now repaid and replaced in part by unsecured notes.

debt financing

Whiting closed the sale of its Postle and NE Hardesty oil recovery fields in Oklahoma to BreitBurn on July 15, 2013, resolving the pending sale announced in June. The cash price was $859.8 million, with net proceeds of $836.9 million after selling costs and closing adjustments (both still subject to post-closing adjustments). Whiting will run the properties under a transition services agreement until October 31, 2013. The press release also says Q2 2013 production was 8.5 MMBOE, and that Postle will be included in results through the July 15 closing date.

asset acquisition disposition

Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

Whiting's subsidiary agreed to sell its Postle and NE Hardesty field enhanced oil recovery properties in Texas County, Oklahoma, to BreitBurn Operating L.P. for $859.8 million cash, effective April 1, 2013, with closing expected in July 2013. The properties made up about 8.6% of March 2013 production. Whiting expects net proceeds of about $850.6 million, to be used to repay part of its credit agreement debt (borrowings were $1.5 billion at March 31, 2013), and says it will redirect capital to core areas in the Northern Rockies, Central Rockies and Permian Basin. Closing is subject to conditions including antitrust waiting-period compliance.

material agreement

Whiting Petroleum and its subsidiary Whiting Oil and Gas signed a new Fifth Amended and Restated Credit Agreement with JPMorgan Chase as agent. It replaces the existing credit agreement with a revolving facility with a $1.1 billion borrowing base until May 1, 2011, and is due October 15, 2015. As of October 14, 2010, $190.0 million was borrowed, leaving $909.6 million available. The facility is secured by a first lien on the subsidiary's borrowing-base properties and restricts common dividends, except preferred stock dividends.

debt financing

Whiting Petroleum completed a public offering of $350 million of 6.5% Senior Subordinated Notes due October 1, 2018, guaranteed by its subsidiary Whiting Oil and Gas Corporation. The notes are unsecured and rank below the company's senior debt, adding to its borrowings. The filing does not say how the proceeds will be used.

debt financing

Whiting Petroleum Corporation filed a registration statement for an offer to swap up to 3,277,500 shares (95%) of its 6.25% Convertible Perpetual Preferred Stock for 2.3033 common shares plus $14.50 cash per preferred share. The offer is set to expire September 15, 2010 unless extended, and is subject to conditions including the registration statement becoming effective. The registration covers up to 7,549,065 new common shares and a maximum of $47,523,750 in cash. The offer could be scaled back if more is tendered than offered or if the New York Stock Exchange is likely to delist the preferred.

business combination