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 11, 2014

 

                           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:

 

¨

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 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 8, 2014, Whiting Petroleum Corporation (“Whiting”) acquired Kodiak Oil & Gas Corp. (n/k/a Whiting Canadian Holding Company ULC, “Whiting Canadian Holding”). As a result of such acquisition, Whiting, Whiting Canadian Holding, Whiting Resources Corporation (f/k/a Kodiak Oil & Gas (USA) Inc., “Whiting Resources”), Whiting US Holding Company, a wholly owned subsidiary of Whiting (“Whiting Holdco”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), entered into the Supplemental Indentures and Amendment – Subsidiary Guarantee, each dated as of December 11, 2014 (the “Supplemental Indentures”) to each of the (i) Senior Indenture, dated as of September 12, 2013 (the “Senior Indenture”), as supplemented and amended by the First Supplemental Indenture, dated as of September 12, 2013, among Whiting, Whiting Oil and Gas Corporation (“WOGC”) and the Trustee (the “First Supplemental Indenture”), (ii) Senior Indenture, as supplemented and amended by the Second Supplemental Indenture, dated as of September 12, 2013, among Whiting, WOGC and the Trustee (the “Second Supplemental Indenture”), and (iii) Subordinated Indenture, dated as of April 19, 2005, as supplemented and amended by the Second Supplemental Indenture, dated as of September 24, 2010, among Whiting, WOGC and the Trustee (the “Subordinated Indenture”).

Pursuant to the Supplemental Indentures, Whiting Canadian Holding, Whiting Resources and Whiting Holdco, effective as of the date of the Supplemental Indentures, agreed to guarantee the payment obligations of the notes issued under each of the First Supplemental Indenture, the Second Supplemental Indenture and the Subordinated Indenture.

The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, copies of which are filed as Exhibit 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

  (a)

Not applicable.

 

  (b)

Not applicable.

 

  (c)

Not applicable.

 

  (d)

Exhibits :

 

(4.1)

    

Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Whiting Canadian Holding Company ULC, Whiting Resources Corporation, Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 6  1 ⁄ 2 % Senior Subordinated Notes Due 2018.

(4.2)

    

Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Whiting Canadian Holding Company ULC, Whiting Resources Corporation, Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.000% Senior Notes Due 2019.

 

-2-

(4.3)

    

Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Whiting Canadian Holding Company ULC, Whiting Resources Corporation, Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.750% Senior Notes Due 2021.

 

-3-

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 12, 2014

   

By:

   

/s/ James J. Volker

       

James J. Volker

       

Chairman, President and Chief Executive Officer

FORM 8-K

EXHIBIT INDEX

 

 

Exhibit

Number

  Description
(4.1)  

Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Kodiak Oil & Gas Unlimited, Kodiak Oil & Gas (USA) Inc., Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 6  1 ⁄ 2 % Senior Subordinated Notes Due 2018.

(4.2)  

Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Kodiak Oil & Gas Unlimited, Kodiak Oil & Gas (USA) Inc., Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.000% Senior Notes Due 2019.

(4.3)  

Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Kodiak Oil & Gas Unlimited, Kodiak Oil & Gas (USA) Inc., Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.750% Senior Notes Due 2021.

 

-5-

Exhibit 4.1

 

 

WHITING PETROLEUM CORPORATION

And

the Guarantors named herein

 

 

6  1 ⁄ 2 % SENIOR SUBORDINATED NOTES DUE 2018

 

 

SUPPLEMENTAL INDENTURE AND AMENDMENT – SUBSIDIARY GUARANTEE

DATED AS OF DECEMBER 11, 2014

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

Trustee

 

 

 

 

This SUPPLEMENTAL INDENTURE, dated as of December 11, 2014 is among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.

RECITALS

WHEREAS, the Company, the initial Guarantors and the Trustee entered into a Subordinated Indenture, dated as of April 19, 2005 (the “Original Indenture”), as supplemented and amended by the Second Supplemental Indenture (herein so called) thereto, dated as of September 24, 2010 (the Original Indenture as so supplemented and amended being called herein the “Indenture”), pursuant to which the Company has issued $350,000,000 in principal amount of 6  1 ⁄ 2 % Senior Subordinated Notes due 2018 (the “Notes”); and

WHEREAS, Section 901(vii) of the Original Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add Guarantors with respect to the Notes, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee.

ARTICLE 2

From this date, by executing this Supplemental Indenture, the Guarantors whose signatures appear below shall be Guarantors with respect to the Notes on terms contemplated by and subject to the provisions of Article 10 of the Indenture.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

WHITING PETROLEUM CORPORATION
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
GUARANTORS:
WHITING CANADIAN HOLDING COMPANY ULC
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
WHITING RESOURCES CORPORATION
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
WHITING US HOLDING COMPANY
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:  

/s/ Michael Countryman

  Name: Michael Countryman
  Title: Vice President

Exhibit 4.2

 

 

WHITING PETROLEUM CORPORATION

And

the Guarantors named herein

 

 

5.000% SENIOR NOTES DUE 2019

 

 

SUPPLEMENTAL INDENTURE AND AMENDMENT – SUBSIDIARY GUARANTEE

DATED AS OF DECEMBER 11, 2014

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

Trustee

 

 

 

 

This SUPPLEMENTAL INDENTURE, dated as of December 11, 2014 is among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.

RECITALS

WHEREAS, the Company, the initial Guarantors and the Trustee entered into a Senior Indenture, dated as of September 12, 2013 (the “Original Indenture”), as supplemented and amended by the First Supplemental Indenture (herein so called) thereto, dated as of September 12, 2013 (the Original Indenture as so supplemented and amended being called herein the “Indenture”), pursuant to which the Company has issued $1,100,000,000 in principal amount of 5.000% Senior Notes due 2019 (the “Notes”); and

WHEREAS, Section 901(vii) of the Original Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add Guarantors with respect to the Notes, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee.

ARTICLE 2

From this date, by executing this Supplemental Indenture, the Guarantors whose signatures appear below shall be Guarantors with respect to the Notes on terms contemplated by and subject to the provisions of Article 10 of the Indenture.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

WHITING PETROLEUM CORPORATION
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
GUARANTORS:
WHITING CANADIAN HOLDING COMPANY ULC
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
WHITING RESOURCES CORPORATION
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
WHITING US HOLDING COMPANY
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:  

/s/ Michael Countryman

  Name: Michael Countryman
  Title: Vice President

Exhibit 4.3

 

 

WHITING PETROLEUM CORPORATION

And

the Guarantors named herein

 

 

5.750% SENIOR NOTES DUE 2021

 

 

SUPPLEMENTAL INDENTURE AND AMENDMENT – SUBSIDIARY GUARANTEE

DATED AS OF DECEMBER 11, 2014

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

Trustee

 

 

 

 

This SUPPLEMENTAL INDENTURE, dated as of December 11, 2014 is among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.

RECITALS

WHEREAS, the Company, the initial Guarantors and the Trustee entered into a Senior Indenture, dated as of September 12, 2013 (the “Original Indenture”), as supplemented and amended by the Second Supplemental Indenture (herein so called) thereto, dated as of September 12, 2013 (the Original Indenture as so supplemented and amended being called herein the “Indenture”), pursuant to which the Company has issued $1,200,000,000 in principal amount of 5.750% Senior Notes due 2021 (the “Notes”); and

WHEREAS, Section 901(vii) of the Original Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add Guarantors with respect to the Notes, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee.

ARTICLE 2

From this date, by executing this Supplemental Indenture, the Guarantors whose signatures appear below shall be Guarantors with respect to the Notes on terms contemplated by and subject to the provisions of Article 10 of the Indenture.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

WHITING PETROLEUM CORPORATION
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
GUARANTORS:
WHITING CANADIAN HOLDING COMPANY ULC
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
WHITING RESOURCES CORPORATION
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer
WHITING US HOLDING COMPANY
By:  

/s/ Michael J. Stevens

  Name: Michael J. Stevens
  Title: Vice President and Chief Financial Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:  

/s/ Michael Countryman

  Name: Michael Countryman
  Title: Vice President