Whiting Petroleum gets consents to amend three series of Kodiak notes

By Angela McDaniels

Tacoma, Wash., Oct. 17 – Whiting Petroleum Corp. received enough consents to amend the indentures governing the $800 million 8 1/8% senior notes due 2019, $350 million 5½% senior notes due 2021 and $400 million 5½% senior notes due 2022 issued by Kodiak Oil & Gas Corp., according to a company news release.

Holders delivered consents for 99.5% of the 8 1/8% notes, 98.8% of the 5½% notes due 2021 and 99.9% of the 5½% notes due 2022.

The consent solicitation was held in connection with Whiting’s plan to acquire Kodiak. It began Oct. 6 and ended at 5 p.m. ET on Oct. 17.

The amendments will make the following changes:

• The limitation on debt covenant will be amended to provide that the pro forma fixed charge coverage ratio and adjusted consolidated net tangible assets financial tests be calculated based on Whiting’s consolidated financial statements instead of Kodiak’s;

• The limitation on restricted payments covenant will be amended to permit Kodiak to distribute the equity interests of Kodiak Oil & Gas (USA) Inc. to Whiting;

• The limitation on transactions with affiliates covenant will be amended to permit Kodiak and its restricted subsidiaries to engage in transactions with, and provide guarantees for the benefit of, Whiting; and

• The financial reporting covenant will be amended to replace Kodiak’s reporting obligations with Whiting reporting obligations.

In exchange for the changes, Whiting offered to guarantee the notes and to pay to holders who consented a consent payment of $2.50 for each $1,000 principal amount of notes.

The amendments will not become operative, the Whiting guarantee will not be issued and the consent payment will not be made until Whiting completes its acquisition of Kodiak.

In order to amend a series of notes, consents were needed from the holders of a majority of that series of notes. Holders had to be of record as of 5 p.m. ET on Oct. 3 in order to participate.

J.P. Morgan Securities LLC (800 245-8812 or 212 270-1200) was the solicitation agent. Global Bondholder Services Corp. (866 470-3800) was the information agent and tabulation agent.

Whiting is an oil and gas company based in Denver. Kodiak is an energy company also based in Denver.

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