8 Mar 2016listing compliance notice▼ BadMajor
Whiting Holdings LLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
25 Feb 2016listing compliance notice● NeutralMajor
Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.
14 Oct 2015debt financing▼ BadMajor
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.
22 May 2015business combination● Neutral
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.
26 Mar 2015capital raising announcement● NeutralMajor
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.
5 Mar 2015debt financing● NeutralMajor
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.
22 Dec 2014debt financing● NeutralMajor
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.
12 Dec 2014debt financing● Neutral
On December 11, 2014, following the Kodiak acquisition, Whiting's 6.5% subordinated notes due 2018, 5.000% notes due 2019 and 5.750% notes due 2021 gained guarantees from Whiting Canadian Holding (the former Kodiak), Whiting Resources and Whiting US Holding. This extends more subsidiaries' backing to Whiting's existing noteholders. No new borrowing or amounts are stated.
8 Dec 2014asset acquisition disposition● NeutralMajor
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.
29 Oct 2014business combination● NeutralMajor
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.
20 Oct 2014debt financing● NeutralMajor
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.
28 Aug 2014debt financing● NeutralMajor
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.
19 Aug 2014business combination● NeutralMajor
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.
14 July 2014business combination● NeutralMajor
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.
4 Apr 2014debt financing▲ Good
On April 2, 2014, Whiting and Whiting Oil and Gas signed a sixth amendment to the credit agreement, moving the maturity date from April 15, 2016 to the earlier of April 2, 2019 or, with certain exceptions, 91 days before the maturity of certain permitted unsecured notes, which includes the 5.000% notes due March 15, 2019 unless redeemed earlier. The filing says the amendment changes the maturity date 'among other things' and does not detail the other changes.
31 Oct 2013business combination● Neutral
Whiting filed a registration statement for an offer to swap the $400 million of unregistered 5.750% senior notes due 2021 (issued September 26, 2013) for registered notes of the same series. This follows the registration commitment made in the September private placement. Whiting receives no proceeds, and the filing says the exchange is not a taxable event for U.S. federal income tax purposes. It changes nothing in Whiting's debt amount.
26 Sept 2013debt financing● NeutralMajor
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.
12 Sept 2013debt financing● NeutralMajor
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.
19 July 2013asset acquisition disposition▲ GoodMajor
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.
28 June 2013listing compliance notice● NeutralMajor
Whiting Holdings LLC's exchange filed to remove a class of its securities from listing.
24 June 2013material agreement▲ GoodMajor
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.
22 Oct 2012debt financing▲ Good
Whiting Petroleum amended its credit agreement again, raising lender commitments from $1.5 billion to $2.0 billion and the borrowing base from $1.5 billion to $2.5 billion. It may seek to raise commitments to up to $2.5 billion with lender consent. The next scheduled redetermination is May 1, 2013, and other terms were not materially changed.
13 Oct 2011debt financing▲ Good
Whiting Petroleum amended its credit agreement to raise the borrowing base from $1.1 billion to $1.5 billion until May 1, 2012. Other terms were not materially changed. This builds on the October 2010 credit facility, and the lenders can still reduce the base at later redeterminations.
18 Oct 2010debt financing● NeutralMajor
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.
24 Sept 2010debt financing● NeutralMajor
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.
17 Aug 2010business combination● NeutralMajor
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.