Whiting Petroleum Corporation Announces Plan for Reverse Stock Split
DENVER–(BUSINESS WIRE)–Whiting Petroleum Corporation (NYSE: WLL) announced today that it
plans to undertake a reverse stock split of Whiting’s common stock at a
ratio ranging from any whole number between 1-for-2 to 1-for-6, as
determined by Whiting’s Board of Directors, and a reduction in the
number of authorized shares of its common stock as set forth in the
chart below based on the reverse stock split ratio that is selected.
Ratio |
Number of Shares of |
1:2 | 450,000,000 |
1:3 | 300,000,000 |
1:4 | 225,000,000 |
1:5 | 180,000,000 |
1:6 | 150,000,000 |
The reverse stock split will reduce the number of Whiting shares of
common stock outstanding and is expected to increase the per share
trading price of the common stock, which may improve marketability and
facilitate its trading.
When the reverse stock split becomes effective, each number of shares
between two to six (depending on the reverse stock split ratio selected
by the Whiting’s Board of Directors) shares of Whiting’s common stock
will automatically be converted into one share of common stock. Whiting
does not anticipate issuing fractional shares as a result of the reverse
stock split; stockholders entitled to receive fractional shares as a
result of the reverse stock split will receive cash payments in lieu of
such shares.
The reverse stock split will not change the proportionate equity
interests or voting rights of holders of common stock, subject to the
treatment of fractional shares.
Whiting will hold a special meeting of stockholders in the fourth
quarter of 2017 to seek approval of a proposal to authorize the reverse
stock split and authorized share reduction. The affirmative vote of the
holders of a majority of the shares entitled to vote at the special
meeting is required to adopt and approve such proposal. Holders of
record of Whiting’s common stock as of the close of business on
September 18, 2017, will be entitled to notice of and to vote at the
special meeting. Whiting has filed a preliminary proxy statement
regarding the special meeting with the U.S. Securities and Exchange
Commission (the “SEC”).
The reverse stock split is subject to market and other customary
conditions, including stockholder approval. Whiting reserves the right,
at its sole discretion, to abandon the reverse stock split and
authorized share reduction at any time prior to filing the applicable
certificate of amendment with the Secretary of State of the State of
Delaware.
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.
Important Information about the Reverse Stock Split Proposal
This communication may be deemed to be solicitation material in
connection with the proposal to be submitted to Whiting’s stockholders
at its special meeting seeking approval to effect a reverse stock split
and a reduction in the number of authorized shares of its common stock
(the “Reverse Split Proposal”). In connection with the Reverse Split
Proposal, Whiting has filed a preliminary proxy statement on Schedule
14A with the SEC. Stockholders are urged to read the preliminary proxy
statement and all other relevant documents filed with the SEC when they
become available, including the definitive proxy statement, because they
will contain important information about the Reverse Split Proposal.
Investors and security holders will be able to obtain the documents when
available free of charge at the SEC’s website, www.sec.gov.
In addition, stockholders may obtain free copies of the documents filed
with the SEC when available at Whiting’s website, www.whiting.com.
Information contained on such websites or that can be accessed through
such websites does not constitute a part of this press release.
Participants in the Solicitation
Whiting and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Whiting’s stockholders
in respect to the Reverse Split Proposal. Information about the
directors and executive officers of Whiting is set forth in Whiting’s
preliminary proxy statement, which was filed with the SEC on September
7, 2017. Investors may obtain additional information regarding the
interests of Whiting and its directors and executive officers in the
Reverse Split Proposal by reading the preliminary proxy statement and,
when it becomes available, the definitive proxy statement relating to
the special meeting.
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
possibility that stockholder approval for the Reverse Split Proposal may
not be obtained; the possibility that the Reverse Split Proposal may not
have its intended effects; the possibility that factors unrelated to the
reverse stock split may impact the per share trading price of Whiting’s
common stock; 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,
ability to comply with debt covenants and periodic redeterminations of
the borrowing base under our credit agreement; impacts to financial
statements as a result of impairment write-downs; our ability to
successfully complete asset dispositions and the risks related thereto;
revisions to reserve estimates as a result of changes in commodity
prices, regulation and other factors; adverse weather conditions that
may negatively impact development or production activities; the timing
of our exploration and development expenditures; inaccuracies of our
reserve estimates or our assumptions underlying them; risks relating to
any unforeseen liabilities of ours; 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; federal and state
initiatives relating to the regulation of hydraulic fracturing and air
emissions; unforeseen underperformance of or liabilities associated with
acquired properties; the impacts of hedging on our results of
operations; failure of our properties to yield oil or gas in
commercially viable quantities; availability of, and risks associated
with, transport of oil and gas; 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; 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; the potential impact of changes in laws, including tax
reform, that could have a negative effect on the oil and gas industry;
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; cyber security attacks or failures of our telecommunication
systems; 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, 2016. We assume no obligation, and disclaim any duty, to update the
forward-looking statements in this news release.
Contacts
Whiting Petroleum Corporation
Eric K. Hagen, 303-837-1661
Vice
President, Investor Relations
Eric.Hagen@whiting.com