Item 1.03. Bankruptcy or Receivership.
Voluntary Petition for Reorganization
On
The Company will continue to operate its businesses as "debtors-in-possession"
under the jurisdiction of the
Restructuring Term Sheet
Also on
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Pursuant to the terms of the Restructuring Term Sheet, below is a summary of the treatment that the stakeholders of the Company would receive under the Plan:
• Holders of RBL Facility Claims. The holders of obligations under the Seventh Amended and Restated Credit Agreement, dated as ofApril 12, 2018 , among Whiting,Whiting Oil and Gas , the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent and the various other agents party thereto, as amended (the "RBL Facility"), would have such obligations refinanced or repaid in full in cash upon the Company's emergence from chapter 11. • Holders of Senior Unsecured Notes. The holders of the Company's Senior Unsecured Notes would receive 97% of the Company's reorganized equity interests. The Company and the Consenting Creditors will discuss whether any new debt should also be issued by the reorganized Company to holders of the Notes depending on market conditions. • Trade and Other Claims. The holders of the Company's other secured, priority, and general unsecured claims would receive payment in full in cash following emergence; provided that the treatment of general unsecured claims remains the subject of ongoing negotiations between the Company and the Consenting Creditors. • Existing Equity Holders. The holders of the Company's existing stock would receive (a) 3% of the Company's reorganized equity interests and (b) warrants on the terms set forth in the Restructuring Term Sheet.
Although the Company intends to pursue the restructuring contemplated by the Restructuring Term Sheet, there can be no assurance that the Company will be successful in completing a restructuring or any other similar transaction on the . . .
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The filing of the Chapter 11 Cases described above in Item 1.03 constitutes an event of default that accelerated the Company's obligations under the following debt instruments (the "Debt Instruments"):
•$189.1 million in outstanding aggregate principal amount of the 2020 Notes issued under the 2020 Notes Indenture. •$773.6 million in outstanding aggregate principal amount of the 2021 Notes issued under the 2021 Notes Indenture. •$408.3 million in outstanding aggregate principal amount of the 2023 Notes issued under the 2023 Notes Indenture. •$1.0 billion in outstanding aggregate principal amount of the 2026 Notes issued under the 2026 Notes Indenture. •$1.1 billion in outstanding aggregate principal amount under the RBL Facility. 3
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The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
On
On
Item 7.01. Regulation FD Disclosure.
Press Release
In connection with the filing of the Chapter 11 Cases, Whiting issued a press
release on
Cleansing Material
Prior to the filing of the Chapter 11 Cases, the Company entered into confidentiality agreements (collectively, the "NDAs") with the Consenting Creditors. Pursuant to the NDAs, the Company agreed to publicly disclose certain information, including material non-public information disclosed to the Consenting Creditors (the "Cleansing Material") upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is attached to this Form 8-K as Exhibit 99.3.
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The information included in this Form 8-K under Item 7.01 and Exhibits 99.2 and 99.3 are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act").
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company's claim agent, Stretto, at http://cases.stretto.com/whitingpetroleum, or by calling (800) 330-2531 (toll-free).
Item 8.01. Other Events. Annual Meeting
The Company previously disclosed that it intended to hold its 2020 Annual
Meeting of Stockholders (the "2020 Annual Meeting") on
Cautionary Note Regarding Whiting's Common Stock
Whiting cautions that trading in Whiting's securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for Whiting's securities may bear little or no relationship to the actual recovery, if any, by holders of Whiting's securities in the Chapter 11 Cases. Whiting expects that its equity holders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Forward Looking Statements
This Current Report on Form 8-K contains certain statements that Whiting
believes to be "forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act. 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.
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
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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 Whiting receives for oil and natural gas; risks relating to any unforeseen
liabilities; the impacts of hedging on Whiting's results of operations; adverse
weather conditions that may negatively impact development or production
activities; uninsured or underinsured losses resulting from Whiting's oil and
gas operations; lack of control over non-operated properties; failure of
Whiting's properties to yield oil or gas in commercially viable quantities; the
impact and costs of compliance with laws and regulations governing Whiting's 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 Whiting's industry and
corporate governance standards; the ability to replace Whiting's 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 Whiting's senior management or technical personnel; cybersecurity
attacks or failures of Whiting's telecommunication and other information
technology infrastructure; and other risks described under the caption "Risk
Factors" in Item 1A of Whiting's Annual Report on Form 10-K for the period ended
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Shell Company Transactions. Not Applicable. (d) Exhibits: (99.1) Restructuring Term Sheet, datedApril 1, 2020 . (99.2) Press Release ofWhiting Petroleum Corporation , datedApril 1, 2020 . (99.3) Lender Cleansing Materials. 6
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WHITING PETROLEUM CORPORATION FORM 8-K
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