As filed with the United States Securities and Exchange Commission on September 1, 2020
Registration No. 333-121614
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-121614
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WHITING PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1311 | 20-0098515 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) | ||
1700 Lincoln Street, Suite 4700 Denver, Colorado 80203-4547 (303) 837-1661 | ||||
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||||
Bruce R. DeBoer Chief Administrative Officer, General Counsel and Secretary 1700 Lincoln Street, Suite 4700 Denver, Colorado 80203-4547 (303) 837-1661 (Name, address, including zip code, and telephone number, including area code, of agent for service) | Copy to: Benjamin F. Garmer, III John K. Wilson Foley & Lardner LLP (414) 271-2400 |
Approximate date of commencement of proposed sale of the securities to the public: not applicable.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) is being filed by Whiting Petroleum Corporation (“Whiting”) to deregister all securities unsold under the following Registration Statement on Form S-4 (the “Registration Statement”) filed by Whiting with the Securities and Exchange Commission:
| • | Registration Statement No. 333-121614, filed on December 23, 2004, registering 3,250,000 shares of common stock. |
As previously disclosed, on April 1, 2020, Whiting and certain of its subsidiaries (together with Whiting, the “Company”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Company’s Chapter 11 Cases are jointly administered under the caption In re Whiting Petroleum Corporation, et al., Case No. 20-32021.
As a result of the Chapter 11 Cases, Whiting has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by Whiting in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Whiting hereby removes from registration by means of this Post-Effective Amendment all of such securities registered but unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and Whiting hereby terminates the effectiveness of the Registration Statement.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”), the registrant has duly caused this Post-Effective Amendment to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 1, 2020. No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-4 in reliance upon Rule 478 under the Act.
| WHITING PETROLEUM CORPORATION | ||
| By: | /s/ Bruce R. DeBoer | |
| Bruce R. DeBoer | ||
| Chief Administrative Officer, General Counsel and Secretary | ||
S-1
