Chord Energy (WLLBW) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material Pursuant to Section 240.14a-12

Whiting Petroleum Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required
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	(1)	Title of each class of securities to which transaction applies:
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On July 14, 2014, Whiting Petroleum Corporation made the following presentation available on its website.

This Highly Strategic Combination

•

Creates Largest Bakken / Three Forks Producer

•

Drives Higher Growth

•

Drives Better Metrics

July 2014

ENERGY + TECHNOLOGY = GROWTH

2

Forward-Looking Statements

This communication contains statements that Whiting Petroleum Corporation (“Whiting”) and Kodiak Oil &

Gas Corp. (“Kodiak”) believe to be “forward-looking statements” within the meaning of Section 21E of the

Securities Exchange Act of 1934. All statements other than historical facts, including statements regarding

the expected benefits of the proposed transaction to Whiting and Kodiak and their shareholders, the

anticipated completion of the proposed transaction or the timing thereof, the expected future reserves,

production, financial position, business strategy, revenues, earnings, costs, capital expenditures and debt

levels of the combined company, 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 ability to obtain shareholder, court and

regulatory approvals of the proposed transaction; the ability to complete the proposed transaction on

anticipated terms and timetable; Whiting’s and Kodiak’s ability to integrate successfully after the transaction

and achieve anticipated benefits from the proposed transaction; the possibility that various closing

conditions for the transaction may not be satisfied or waived; risks relating to any unforeseen liabilities of

Whiting or Kodiak; oil and natural gas prices; level of success in exploration, development and production

activities; the impacts of federal and state laws; the impacts of hedging on results of operations; uncertainty

regarding future operating results and plans, objectives and expectations; and other risks described under

the caption “Risk Factors” in Whiting’s and Kodiak’s  Annual Reports on Form 10-K for the period ended

December 31, 2013. Whiting and Kodiak assume no obligation, and disclaim any duty, to update the

forward-looking statements in this communication.

Energy + Technology =             Growth

Growth

Transaction overview

3

Consideration

•

Whiting Petroleum Corporation (“Whiting”) to acquire Kodiak Oil & Gas Corp.

(“Kodiak”) for 0.177x

shares of Whiting per Kodiak share, implying $13.90 per

Kodiak share based on Whiting’s closing price as of July 11, 2014

Transaction value,

enterprise value

& key metrics

•

Transaction equity value of $3.8bn, implying Equity Value / 2014E Cash Flow

multiple of 4.8x

•

Transaction enterprise value of $6.0bn, implying Enterprise Value / 2014E

EBITDAX

multiple

of

6.9x

and

Enterprise

Value

/

2014E

Production

multiple

of

~$149,000

/

Boepd

1

Pro forma ownership

& corporate

governance

•

Whiting shareholders will own ~71% and Kodiak shareholders will own ~29% of

the combined company

•

Whiting will add 2 Kodiak directors to its Board

•

Combined company will be led by current Whiting senior management team

Key conditions

& timing

•

Whiting shareholder approval and Kodiak securityholder approval

•

Customary regulatory approvals

•

Closing expected in Q4 2014

1

Based on mid-point of Kodiak public guidance

Energy + Technology =             Growth

Growth

Strategic rationale

4

Creates leading Williston

Basin operator

•

Combined

company

will

become

the

#1

Bakken/Three

Forks

producer:

over

107,000

Boepd

in

Q1’14

•

Combined

855k

net

acres,

inventory

of

~3,460

net

future

drilling

locations,

and

370

Mmboe

of

proved

reserves in the Williston Basin

Materially enhanced scale

to support growth

•

Combined

company

expected

to

have

an

initial

enterprise

value

of

approximately

$17.8bn¹

and

LQA

EBITDAX of $2.8bn

•

Combined proved reserves of 606 Mmboe, 3P reserves of 1,220 Mmboe as of 12/31/13 and Q1’14

production of 134 Mboepd (80% in Bakken/Three Forks)

Stronger credit profile &

financial flexibility

•

All-stock transaction structure is credit enhancing

•

Strong

balance

sheet,

with

combined

company

at

1.6x

debt

/

2014E

EBITDAX

•

Combined company has a borrowing base of $4.5bn with $3.5bn of commitments

Significant financial

benefits to shareholders

•

All-stock transaction structure allows both Whiting and Kodiak shareholders to participate in

substantial combined company upside

•

Transaction

is

expected

to

be

accretive

to

Whiting

discretionary

cash

flow

per

share,

earnings

per

share and production per share

Opportunity for

meaningful production &

operational synergies

•

Complementary acreage positions allows for more efficient operations

•

Application of Whiting technological expertise to Kodiak asset base expected to enhance recoveries

and reduce costs

Maintains leading oil-

weighted platform

•

Combined

company

will

offer

leading

oil-driven

growth

profile

(88%

liquids/84%

oil,

2014E

production)

•

Continue to expect consistently strong EBITDAX margins from oil focus

1

Combined Whiting & Kodiak enterprise values based on transaction value as of July 11, 2014

Drives higher growth

•

Accelerated development of Kodiak resource base to drive production and cash flow growth

•

Expect to increase Kodiak’s rig fleet from 7 to 12 operated rigs by Q4’15

Energy + Technology =             Growth

Growth

Expected benefits to Whiting

•

Increases weighting of production from Bakken/TFS

–

80% of pro forma Q1 2014 production from Bakken/TFS

–

855,000 combined net acres, with an inventory of 3,460 net Williston Basin drilling locations

–

Addition

of

complementary

acreage

position

in

area

Whiting

knows

very

well

•

Significantly enhanced growth potential from accelerated development of Kodiak resource base

–

Expect to increase Kodiak’s rig fleet from 7 to 12 operated rigs by Q4’15

–

Substantial present value benefit from acceleration

•

Materially increased scale enhances relative positioning of company vs. peers and strengthens

Whiting’s credit profile and financial flexibility

•

All-stock transaction structure is credit enhancing

•

Expected to be accretive in 2015 and increasingly accretive thereafter across all metrics

–

Discretionary cash flow per share

–

Earnings per share

–

Production per share

5

Energy + Technology =             Growth

Growth

Expected benefits to Kodiak

•

Kodiak shareholders will retain upside to Bakken/TFS development

through ~29%

ownership of the combined company

•

Kodiak shareholders will own shares in a significantly larger company with a more

diverse set of reserves and production, with complementary assets

•

Exposure to leading positions in two of the fastest-growing oil-rich plays in the US:

the Bakken and the Niobrara

•

Significantly increases size and scale with greater access to capital for accelerated

development

•

Kodiak shareholders will participate in the benefit of operational and cost

improvements provided by the combined asset base and operations

•

Transaction expected to be tax-free to Kodiak’s US shareholders

6

Energy + Technology =             Growth

Growth

Leading Williston Basin operator

7

Source: Company presentations, filings and press releases

1

As of December 31, 2013

2

Rigs currently drilling on July 13, 2014 per NDIC

3

As of July 13, 2014, Whiting had two additional rigs moving and

Kodiak had one additional rig moving, for a combined operated 21

rigs in the Williston Basin

Acreage Overview (855,000 net acres)

Rigs drilling in the Williston Basin

(as of 7/13/14)

2,3

Q1'14 Bakken / Three Forks Net Production

(Mboepd)

Energy + Technology =             Growth

Growth

Larger location inventory with significant opportunity

to accelerate Williston Basin drilling program

8

Pro Forma Williston Basin Drilling Locations (Net)

3,460

•

Potential Williston Basin

net drilling locations

increase by 158%

1,339

1

Includes 2,639 Whiting and Kodiak locations at 12/31/2013, plus an additional 821 combined Whiting and Kodiak identified locations as of 06/30/2014

Energy + Technology =             Growth

Growth

Continued production and reserve growth with oil-

driven focus and strong margins

9

Reserves (Mmboe)

Production (Mboepd)

YE 2013

88% liquids / 80% oil

64

88

119

152

2014E

88% liquids / 84% oil

385

474

606

Energy + Technology =             Growth

Growth

Driving value from complementary acreage positions

Central and Eastern Williston Basin

10

•

Combined 855,000 net

acres in the core of

Williston Basin

•

Footprint in the sweet-spot

of the Central and Eastern

Williston Basin is

strategically positioned to

accelerate development of

the combined acreage

position

•

Ability to drive production,

reserve growth and

operational efficiency

across the position

Energy + Technology =             Growth

Growth

Value creation via application of Whiting expertise

and financial strength

11

•

Reduction in Kodiak’s completed well costs

–

~ $700,000 per well

•

Present value acceleration

–

Expect to increase Kodiak’s rig fleet from 7 to 12 operated rigs by Q4’15

–

By Q4’15, combined 26 operated rigs, largest fleet in the Basin

•

Completion efficiency 

–

New technologies and improved techniques

•

Operational efficiency

–

Economies of scale to drive reduced LOE

–

Infrastructure

•

Marketing scale

–

Midstream expertise

Energy + Technology =             Growth

Growth

Accelerated development plan to drive net asset

value accretion

12

Kodiak Standalone

Kodiak Pro Forma

Expect to increase Kodiak operated rig fleet from 7 to 12 rigs by Q4’15 driving

substantial present value benefit

Energy + Technology =             Growth

Growth

Enhances size and scale relative to oil-weighted peers

13

Enterprise

Value

($bn)

LQA

EBITDAX

($bn)

Reserves

(Mmboe)

Source: Company filings, equity research, Bloomberg, FactSet as of July 11, 2014

¹

Combined Whiting & Kodiak enterprise values based on transaction value as of July 11, 2014

2

Please see appendix for reconciliation of non-GAAP financial measures

3

Based on mid-point of Whiting and Kodiak public guidance, and Bloomberg Consensus estimates for peers

2014E

Production

(Mboepd)

Energy + Technology =             Growth

Growth

% liquids

% liquids

3

2

Substantial production and reserves, with

increased Bakken/TFS weighting

14

Production (as of 3/31/14)

439 Mmboe

89% liquids

606 Mmboe

88% liquids

Whiting

Pro forma

167 Mmboe

83% liquids

Kodiak

Proved Reserves (as of 12/31/13)

1

Northern Rockies production for Whiting includes 2.4 Mboepd of production outside of the Bakken/Three Forks

1

100 Mboepd

88% liquids

134 Mboepd

88% liquids

34 Mboepd

87% liquids

Energy + Technology =             Growth

Growth

Northern Rockies

Central Rockies

North Ward Estes

Permian

Mid-Con / Gulf Coast

Northern Rockies

Central Rockies

North Ward Estes

Permian

Mid-Con / Gulf Coast

Strong combined balance sheet

15

Pro Forma Capitalization at 3/31/14 ($mm)

1

Assumes cash on balance sheet as of 3/31/2014

2

Reflects $700mm of revolver drawings at Kodiak as of 3/31/2014 and $58mm of anticipated transaction expenses

3

As of 3/31/2014

4

As of 12/31/2013

5

Based on transaction value as of July 11,2014

6

Please see appendix for reconciliation of non-GAAP financial measures

7

2014E EBITDAX based on Wall Street consensus estimates

Energy + Technology =             Growth

Growth

Cash¹

$422

RC Borrowings²

$758

Whiting notes

6.500% sr nts due 2018

350

5.000% sr nts due 2019

1,100

5.750% sr nts due 2021

1,200

Unamortized premium on Whiting's 2021 notes

4

Kodiak notes

8.125% sr nts due 2019

800

Unamortized premium on Kodiak's 2019 notes

5

5.500% sr nts due 2021

350

5.500% sr nts due 2022

400

Total debt

$4,966

Market

capitalization

5

$13,262

Total capitalization

$18,228

Net capitalization (excludes cash)

$17,806

Q1’14

annualized

EBITDAX

3,6

$2,802

Proved

reserves

(Mmboe)

4

606

Proved developed reserves (Mmboe)

4

330

Debt

/

Q1’14

annualized

EBITDAX

6

1.8x

Debt

/

2014E

EBITDAX

7

1.6x

Debt / Total capitalization

27%

Debt / Proved reserves (Mmboe)²

$8.20

Debt / Proved developed reserves (Mmboe)²

$15.07

Significant pro forma liquidity

16

Total Liquidity ($mm)

$3,164

$1,606

1

Reflects $3,500mm of commitments minus $700mm of revolver drawings at Kodiak as of 3/31/2014 and $58mm of anticipated transaction expenses + $422mm cash = $3,164mm

1

Energy + Technology =             Growth

Growth

$406

$422

$1,200

$2,742

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

Whiting at 3/31/14

Pro forma

Revolver availability

Cash

Strategic rationale

17

Creates leading Williston

Basin operator

•

Combined company will become the #1 Bakken/Three Forks producer:

over 107,000 Boepd in Q1’14

•

Combined

855k

net

acres,

inventory

of

~3,460

net

future

drilling

locations,

and

370

Mmboe

of

proved

reserves in the Williston Basin

Materially enhanced scale

to support growth

•

Combined

company

expected

to

have

an

initial

enterprise

value

of

approximately

$17.8bn

1

and

LQA

EBITDAX of $2.8bn

•

Combined proved reserves of 606 Mmboe, 3P reserves of 1,220 Mmboe as of 12/31/13 and Q1’14

production of 134 Mboepd (80% in Bakken/Three Forks)

Stronger credit profile &

financial flexibility

•

All-stock transaction structure is credit enhancing

•

Strong

balance

sheet,

with

combined

company

at

1.6x

debt

/

2014E

EBITDAX

•

Combined company has a borrowing base of $4.5bn with $3.5bn of commitments

Significant financial

benefits to shareholders

•

All-stock transaction structure allows both Whiting and Kodiak shareholders to participate in

substantial combined company upside

•

Transaction

is

expected

to

be

accretive

to

Whiting

discretionary

cash

flow

per

share,

earnings

per

share and production per share

Opportunity for

meaningful production &

operational synergies

•

Complementary acreage positions allows for more efficient operations

•

Application of Whiting technological expertise to Kodiak asset base expected to enhance recoveries

and reduce costs

Maintains leading oil-

weighted platform

•

Combined

company

will

offer

leading

oil-driven

growth

profile

(88%

liquids/84%

oil,

2014E

production)

•

Continue to expect consistently strong EBITDAX margins from oil focus

1

Combined Whiting & Kodiak enterprise values based on transaction value as of July 11, 2014

Drives higher growth

•

Accelerated development of Kodiak resource base to drive production and cash flow growth

•

Expect to increase Kodiak’s rig fleet from 7 to 12 operated rigs by Q4’15

Energy + Technology =             Growth

Growth

18

Important Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a

solicitation of a vote or proxy. The proposed transaction anticipates that the Whiting shares will be exempt from

registration under the United States Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section

3(a)(10)

of

the

Securities

Act.

Consequently,

the

Whiting

shares

will

not

be

registered

under

the

Securities

Act

or

any

state securities laws. In connection with the proposed transaction,  Whiting and Kodiak intend to file relevant materials

with the SEC and other governmental or regulatory authorities, including a joint proxy statement and

circular.

INVESTORS

ARE

URGED

TO

READ

THE

JOINT

PROXY

STATEMENT

AND

CIRCULAR

AND

ANY

OTHER RELEVANT

MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT

Whiting,

Kodiak

AND

THE

PROPOSED

TRANSACTION.

The

joint

proxy

statement

and

circular

and

certain other

relevant materials (when they become available) and other documents filed by  Whiting or Kodiak with the SEC may be

obtained free of charge at the SEC’s website at http://www.sec.gov. In addition, investors may obtain copies of these

documents (when they become available) free of charge by written

request to Whiting Investor Relations, 1700

Broadway, Suite 2300, Denver, CO 80290-2300 or calling (303) 390-4051 or  by written request to Kodiak Investor

Relations, 1625 Broadway, Suite 250, Denver, CO 80202-2300 or calling (303) 592-8030.

Participants in the Solicitation

Whiting, Kodiak and their respective executive officers and directors may be deemed to be participants in the

solicitation of proxies in connection with the proposed transaction. Information about the executive officers and

directors of Whiting and the number of shares of Whiting’s common stock beneficially owned by such persons is set

forth in the proxy statement for Whitings’s 2014 Annual Meeting of Stockholders which was filed with the SEC on

March 23, 2014, and Whiting’s Annual Report on Form 10-K for the period ended December 31, 2013. Information

about the executive officers and directors of Kodiak and the number of Kodiak’s ordinary shares beneficially owned by

such persons is set forth in the proxy statement for Kodiak’s 2014 Annual Meeting of Shareholders which was filed with

the SEC on May 9, 2014, and Kodiak’s Annual Report on Form 10-K for the period ended December 31, 2013. Investors

may obtain additional information regarding the direct and indirect interests of Whiting, Kodiak and their respective

executive officers and directors in the transaction by reading the joint proxy statement and circular regarding the

transaction when it becomes available.

Energy + Technology =             Growth

Growth

Reconciliation of Net Income to EBITDAX

EBITDAX

($ in Thousands)

19

EBITDAX Reconciliation:

2011

2012

2013

Q1 2014

Net Income (Loss)………………………………………….

$     491,628

$     414,099

$     366,003

$     109,051

Amortization of Deferred  Gain.…………………….

(13,937)

(29,458)

(31,737)

(7,744)

Gain on Sale of Properties......……………………….

(16,313)

(3,423)

(128,648)

(10,559)

Interest Income……………………………………………..

(208)

(283)

(1,134)

(302)

Depreciation, Depletion & Amortization……….

468,203

684,724

891,516

235,265

Exploration…………………………………………………….

45,861

59,117

94,755

24,122

Impairment…………………………………………………...

38,783

107,855

358,455

17,985

Stock Compensation………………………………………

13,509

18,190

22,436

6,732

Interest Expense...............................................

62,516

75,210

112,936

42,144

Change in LT PPP..............................................

(865)

13,824

(6,980)

3,636

Noncash (Gain) Loss on MTM Derivatives........

(63,093)

(115,733)

(20,830)

23,793

Income Taxes (Benefit).....................................

288,691

247,912

205,868

76,361

EBITDAX Total....................................

$  1,314,775

$  1,472,034

$  1,862,640

$  520,484

Year Ended December 31,

Energy + Technology =             Growth

Growth