Whiting Petroleum Corp. Enters into Restructuring Support Agreement With Certain of its Senior Noteholders & Files Chapter 11...
24 Abril 2020 - 10:00AM
Business Wire
Company intends to convert over $2.3 Billion
of its Unsecured Notes and Certain Other Claims into a 97%
ownership interest in the newly reorganized Company and exit
Chapter 11 within the next 5 months
Whiting Petroleum Corporation (NYSE: WLL) and certain
subsidiaries (collectively, “Whiting” or the “Company”) today
announced that they have entered into a restructuring support
agreement (the “RSA”) with certain holders (the “Supporting
Noteholders”) of its 1.25% convertible senior notes due 2020,
5.750% senior notes due 2021, 6.250% senior notes due 2023 and
6.625% senior notes due 2026 (collectively, the “Senior Notes”). In
addition, the Company has filed a consensual chapter 11 plan of
reorganization (the “Plan”) and a related disclosure statement (the
“Disclosure Statement”) with the United States Bankruptcy Court for
the Southern District of Texas (the “Court”). The Plan outlines a
proposed path to strengthen the Company’s balance sheet, reducing
debt and improving liquidity in order to emerge from bankruptcy as
a financially stronger company in accordance with the terms of the
RSA.
The RSA and the Plan provide for, among other things: (1)
significant de-leveraging of the Company’s capital structure by
over $2.3 billion through the exchange of all of the Senior Notes
as well as certain other general unsecured claims for 97% of the
new equity of the reorganized Company to be issued pursuant to the
Plan; (2) payment in full of the Company’s revolving credit
facility, other secured creditors, tax and other priority
claimants, employees, working interest partners and certain trade
creditors (other than litigation and rejection damages claimants);
and (3) existing equity holders to receive 3% of the new equity of
the reorganized Company and warrants to purchase additional equity
of the reorganized Company. Consummation of the Plan will be
subject to confirmation by the Court in addition to other
conditions to be set forth in the Plan, the RSA and related
transaction documents.
Bradley J. Holly, the Company’s Chairman, President and CEO,
commented, “We are pleased to have secured a highly constructive
RSA with certain holders of our Senior Notes. Through the proposed
terms of the plan of reorganization, we believe a right-sized
balance sheet will enable us to capitalize on our enhanced cost
structure, high-quality asset base and successfully compete in the
current environment.”
A hearing will be scheduled with the Court to consider approval
of the Disclosure Statement related to the Plan. Following Court
approval of the Disclosure Statement, the Company will distribute
the Plan and Disclosure Statement to voting creditors and other
parties in interest for their consideration.
This press release is not intended as solicitation for a vote on
the Plan.
Moelis & Company is acting as financial advisor for the
Company, Kirkland & Ellis and Jackson Walker are acting as
legal advisors, Alvarez & Marsal is acting as restructuring
advisor and Jeffrey S. Stein of Stein Advisors LLC is the Company’s
Chief Restructuring Officer.
PJT Partners is acting as financial advisor for the Ad Hoc
Committee of Noteholders and Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Porter Hedges LLP are acting as legal
advisors.
For inquiries regarding the restructuring, please call the
hotline established by the Company’s noticing agent, Stretto, at
(800) 330-2531 (toll-free domestic). The full terms of the Plan and
Disclosure Statement, as well as the related pleadings, are
available online at cases.stretto.com/whitingpetroleum.
About Whiting Petroleum
Corporation
Whiting Petroleum Corporation, a Delaware corporation, is an
independent oil and gas company that explores for, develops,
acquires and produces crude oil, natural gas and natural gas
liquids primarily in the Rocky Mountain region of the United
States. The Company’s largest projects are in the Bakken and Three
Forks plays in North Dakota and Niobrara play in northeast
Colorado. The Company trades publicly under the symbol WLL on the
New York Stock Exchange. For further information, please visit
http://www.whiting.com.
Forward-Looking Statements
This news release contains statements that we believe to be
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. 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 news release, 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:
the Company’s ability to obtain bankruptcy court approval with
respect to motions or other requests made to the bankruptcy court;
the ability of the Company to negotiate, develop, confirm and
consummate a plan of reorganization; the effects of the chapter 11
cases on the Company’s liquidity or results of operations or
business prospects; the effects of the chapter 11 cases on the
Company’s business and the interests of various constituents; the
length of time that the Company will operate under chapter 11
protection; risks associated with third-party motions in the
chapter 11 cases; declines in, or extended periods of low oil, NGL
or natural gas prices; our level of success in exploration,
development and production activities; risks related to our level
of indebtedness, our ability to comply with debt covenants,
periodic redeterminations of the borrowing base under our credit
agreement and our ability to generate sufficient cash flows from
operations to service our indebtedness; 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;
the impact of negative shifts in investor sentiment towards the oil
and gas industry; impacts resulting from the allocation of
resources among our strategic opportunities; the geographic
concentration of our operations; impacts to financial statements as
a result of impairment write-downs and other cash and noncash
charges to reduce financial leverage and complexity and lower our
capital expenditures; federal and state initiatives relating to the
regulation of hydraulic fracturing and air emissions; revisions to
reserve estimates as a result of changes in commodity prices,
regulation and other factors; inaccuracies of our reserve estimates
or our assumptions underlying them; the timing of our exploration
and development expenditures; risks relating to decreases in our
credit rating; our inability to access oil and gas markets due to
market conditions or operational impediments; market availability
of, and risks associated with, transport of oil and gas; our
ability to successfully complete asset dispositions and the risks
related thereto; our ability to drill producing wells on
undeveloped acreage prior to its lease expiration; shortages of or
delays in obtaining qualified personnel or equipment, including
drilling rigs and completion services; weakened differentials
impacting the price we receive for oil and natural gas; risks
relating to any unforeseen liabilities of ours; the impacts of
hedging on our results of operations; adverse weather conditions
that may negatively impact development or production activities;
uninsured or underinsured losses resulting from our oil and gas
operations; lack of control over non-operated properties; failure
of our properties to yield oil or gas in commercially viable
quantities; the impact and costs of compliance with laws and
regulations governing our oil and gas operations; the potential
impact of changes in laws that could have a negative effect on the
oil and gas industry; impacts of local regulations, climate change
issues, negative public perception of our industry and corporate
governance standards; our ability to replace our oil and natural
gas reserves; negative impacts from litigation and legal
proceedings; unforeseen underperformance of or liabilities
associated with acquired properties or other strategic partnerships
or investments; competition in the oil and gas industry; any loss
of our senior management or technical personnel; cyber security
attacks or failures of our telecommunication and other information
technology infrastructure; and other risks described under the
caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K
for the period ended December 31, 2019. We assume no obligation,
and disclaim any duty, to update the forward-looking statements in
this news release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200424005286/en/
Company Contact: Eric K. Hagen Title: Vice President, Corporate
Affairs Phone: 303.837.1661 Email: Eric.Hagen@whiting.com
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