UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): September 8, 2010
Whiting Petroleum Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
1-31899
|
|
20-0098515 |
| |
|
|
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
1700 Broadway, Suite 2300, Denver, Colorado 80290-2300
(Address of principal executive offices, including ZIP code)
(303) 837-1661
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))
|
On September 8, 2010, Whiting Petroleum Corporation (the “Company”) announced it has completed
the previously announced redemption of all its $150 million aggregate principal amount of 7 1/4%
Senior Subordinated Notes due 2012 (the “2012 Notes”) at a redemption price equal to 100.00% of the
principal amount and all its $220 million aggregate principal amount of 7 1/4% Senior Subordinated
Notes due 2013 (the “2013 Notes” and together with the 2012 Notes, the “Notes”) at a redemption
price equal to 101.8125% of the principal amount. The total cash paid was approximately $383.5
million which included accrued and unpaid interest up to but not including the redemption date.
The Company financed the redemption of the Notes with borrowings under its credit agreement and
cash on hand. The Company may from time to time refinance such borrowings with longer term debt.
As a result of the redemption of the Notes, the Company expects to incur in the third quarter of
2010 a cash charge of approximately $4.0 million related to the redemption premium for the 2013
Notes and a non-cash charge of approximately $2.2 million related to the acceleration of debt
discounts and unamortized debt issuance costs. A copy of the related press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking Statements
This report contains statements that we believe to be “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements other than
historical facts, including, without limitation, statements regarding our future financial
position, business strategy, projected revenues, earnings, costs, capital expenditures and debt
levels, and plans and objectives of management for future operations, are forward-looking
statements. When used in this report, words such as we “expect,” “intend,” “plan,” “estimate,”
“anticipate,” “believe” or “should” or the negative thereof or variations thereon or similar
terminology are generally intended to identify forward-looking statements. Such forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, such statements.
These risks and uncertainties include, but are not limited to: declines in oil or natural gas
prices; impacts of the global recession and tight credit markets; our level of success in
exploitation, exploration, development and production activities; adverse weather conditions that
may negatively impact development or production activities; the timing of our exploration and
development expenditures, including our ability to obtain CO2; inaccuracies of our
reserve estimates or our assumptions underlying them; revisions to reserve estimates as a result of
changes in commodity prices; risks related to our level of indebtedness and periodic
redeterminations of the borrowing base under our credit agreement; our ability to generate
sufficient cash flows from operations to meet the internally funded portion of our capital
expenditures budget; our ability to obtain external capital to finance exploration and development
operations and acquisitions; our ability to identify and complete acquisitions and to successfully
integrate acquired businesses; unforeseen underperformance of or liabilities associated with
acquired properties; our ability to successfully complete potential asset dispositions; the impacts
of hedging on our results of operations; failure of our properties to yield oil or gas in
commercially viable quantities; uninsured or underinsured losses resulting from our oil and gas
operations; our inability to access oil and gas markets due to market conditions or operational
impediments; the impact and costs of compliance with laws and regulations governing our oil and gas
operations; our ability to replace our oil and natural gas reserves; any loss of our senior
management or technical personnel; competition in the oil and gas industry in the regions in which
we operate; risks arising out of our hedging transactions; and other risks described under the
caption “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2009.
We assume no obligation, and disclaim any duty, to update the forward-looking statements in this
report.
-2-