Each one in plain English, with the numbers worked through for a shareholder.
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).
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.
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.
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.
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.
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.
