By Susanna Moon
Chicago, March 18 – Whiting Petroleum Corp. said it agreed to exchange $429.7 million principal amount of unsecured notes for an equal amount of new unsecured convertible notes.
Whiting entered into privately negotiated agreements with holders to exchange:
• $48.7 million of its 6½% senior subordinated notes due 2018 for $48.7 million of 6.5% convertible senior subordinated notes due 2018;
• $61.8 million of its 5% senior notes due 2019 for $61.8 million of new 5% convertible senior notes due 2019;
• $152.5 million of its 5¾% senior notes due 2021 for $152.5 million of new 5.75% convertible senior notes due 2021; and
• $166.7 million its 6¼% senior notes due 2023 for $166.7 million of new 6.25% convertible senior notes due 2023.
The initial conversion rate will be 86.9565 common shares per $1,000 principal amount of 2018 convertibles, 2021 convertibles and 2023 convertibles, for an initial conversion price of $11.50 per share.
For the 2019 convertibles, the initial conversion rate will be 90.9091 common shares per $1,000 principal amount, or an initial conversion price of $11.00 per share.
The conversion premium is 20.88% for the 2019 convertibles and 26.37% for the 2018 convertibles, 2021 convertibles and 2023 convertibles.
Also, if a holder converts the notes before the six-month anniversary of issue, the holder will also receive an early conversion payment of between $75.00 and $97.50 cash per $1,000 principal amount, depending on which note series is being converted. If a holder converts after six months but before the 12-month anniversary of issue, the holder will receive an early conversion payment of between $50.00 and $65.00 cash per $1,000 principal amount. If a holder converts between 12 months and 18 months, the holder will receive an early conversion payment of between $25.00 and $32.50 cash per $1,000 of convertibles.
Whiting also may force conversion if the volume-weighted average price of Whiting common stock exceeds 89.13% of the conversion price of the 2018 convertibles, 2021 convertibles and 2023 convertibles, or an initial mandatory conversion trigger price of $10.25 per share, and 93.18% of the conversion price of the 2019 convertibles, or an initial mandatory conversion trigger price of $10.25 per share, for at least 20 out of 30 consecutive trading days. No early conversion payment will be made upon a mandatory conversion.
Whiting is an oil and gas exploration and production company based in Denver.
| Issuer: | Whiting Petroleum Corp.
|
| Stock ticker: | NYSE: WLL
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| Stock price: | $9.10 at close March 17
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| 2018 convertibles
|
| Amount: | Convertible senior subordinated notes
|
| Issue: | $48.7 million
|
| Maturity: | 2018
|
| Coupon: | 6.5%
|
| Conversion price: | $11.50
|
| Conversion premium: | 26.37%
|
|
|
| 2019 convertibles
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| Amount: | $61.8 million
|
| Issue: | Convertible senior notes
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| Maturity: | 2019
|
| Coupon: | 5%
|
| Conversion price: | $11.00
|
| Conversion premium: | 20.88%
|
|
|
| 2021 convertibles
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| Amount: | $152.5 million
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| Issue: | Convertible senior notes
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| Maturity: | 2021
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| Coupon: | 5.75%
|
| Conversion price: | $11.50
|
| Conversion premium: | 26.37%
|
|
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| 2023 convertibles
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| Amount: | $166.7 million
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| Issue: | Convertible senior notes
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| Maturity: | 2023
|
| Coupon: | 6.25%
|
| Conversion price: | $11.50
|
| Conversion premium: | 26.37%
|
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