0001193125-16-789827.txt : 20161212 0001193125-16-789827.hdr.sgml : 20161212 20161209173502 ACCESSION NUMBER: 0001193125-16-789827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161209 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITING PETROLEUM CORP CENTRAL INDEX KEY: 0001255474 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200098515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31899 FILM NUMBER: 162044859 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2300 CITY: DENVER STATE: CO ZIP: 80290 BUSINESS PHONE: 303-837-1661 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: STE 2300 CITY: DENVER STATE: CO ZIP: 80290-2300 FORMER COMPANY: FORMER CONFORMED NAME: WHITING PETROLEUM HOLDINGS INC DATE OF NAME CHANGE: 20030721 8-K 1 d308762d8k.htm FORM 8-K Form 8-K

 

 

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): December 9, 2016

 

 

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 (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

On December 9, 2016, Whiting Petroleum Corporation (the “Company”) gave notice to mandatorily convert $716.8 million of outstanding mandatory convertible notes into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) on December 19, 2016 (the “Conversions”). Prior to such notice, holders of $4.2 million of outstanding mandatory convertible notes had voluntarily converted such notes into shares of Common Stock. As a result, the Company will have issued approximately 77.6 million shares of Common Stock to retire all of the $721.0 million of mandatory convertible senior notes and mandatory convertible senior subordinated notes identified in the chart below (the “Convertible Notes”).

The following table sets forth the aggregate principal amount of each series of Convertible Notes that have been or will be converted into shares of Common Stock.

 

Title

    Principal Amount  
     (in thousands)  

6.50% Mandatory Convertible Senior Subordinated Notes due 2018

    $ 5,975   

5.00% Mandatory Convertible Senior Notes due 2019

    $ 4,651   

1.25% Mandatory Convertible Senior Notes due 2020

    $ 467,789   

5.75% Mandatory Convertible Senior Notes due 2021

    $ 125,218   

6.25% Mandatory Convertible Senior Notes due 2023

    $ 117,333   
  

 

 

  

Total

    $ 720,966   

Pursuant to the terms of the convertible notes, holders of the Convertible Notes will also receive accrued and unpaid interest to the conversion date.

The Company issued the shares of Common Stock pursuant to the Conversions in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WHITING PETROLEUM CORPORATION

Date: December 9, 2016

  

By:

  

/s/ James J. Volker

    James J. Volker
    Chairman, President and
    Chief Executive Officer

 

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