Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
Whiting Holdings LLC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Citadel Advisors LLC, Citadel Advisors Holdings II LP, Citadel GP LLC, Kenneth Griffin reported a Whiting Holdings LLC shareholding of 2.40% of votes in a periodic institutional filing.
Viking Global Investors LP, Viking Global Performance LLC, Viking Global Equities LP, Viking Global Equities II LP, VGE III Portfolio Ltd., Viking Long Fund GP LLC, Viking Long Fund Master Ltd., Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Liquid Portfolio Sub-Master LP, O. Andreas Halvorsen, David C. Ott, Daniel S. Sundheim reported no remaining Whiting Holdings LLC shareholding in its periodic institutional filing.
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.
Integrated Assets II LLC, Integrated Assets, Ltd, ICS Opportunities, Ltd, Cognizant Holdings, Ltd, Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC, Israel A. Englander disclosed a new substantial Whiting Holdings LLC shareholding (4.70% of votes).
Viking Global Investors LP, Viking Global Performance LLC, Viking Global Equities LP, Viking Global Equities II LP, VGE III Portfolio Ltd., Viking Long Fund GP LLC, Viking Long Fund Master Ltd., Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Liquid Portfolio Sub-Master LP, O. Andreas Halvorsen, David C. Ott, Daniel S. Sundheim disclosed a new substantial Whiting Holdings LLC shareholding (5.00% of votes).
Whiting filed a registration statement (Form S-4) to swap the $750M of unregistered 6.25% senior notes due 2023 issued March 27, 2015 for identical registered notes. This fulfils the registration rights obligation from the March 2015 financing. Terms are substantially the same, Whiting receives no proceeds, and the exchange is not taxable for U.S. federal income tax purposes. It does not change what Whiting owes.
30 Mar 2015capital raising announcement● NeutralMajor
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.
Citadel Advisors LLC, Citadel Advisors Holdings III LP, Citadel GP LLC, Kenneth Griffin disclosed a new substantial Whiting Holdings LLC shareholding (5.70% of votes).
