LONG-TERM DEBT | 5. LONG-TERM DEBT Long-term debt consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Credit agreement $ 40,000 $ - 1.25% Convertible Senior Notes due 2020 562,075 562,075 5.75% Senior Notes due 2021 873,609 873,609 6.25% Senior Notes due 2023 408,296 408,296 6.625% Senior Notes due 2026 1,000,000 1,000,000 Total principal 2,883,980 2,843,980 Unamortized debt discounts and premiums (23,312) (28,994) Unamortized debt issuance costs on notes (21,266) (22,665) Total long-term debt $ 2,839,402 $ 2,792,321 Credit Agreement Whiting Oil and Gas, the Company’s wholly owned subsidiary, has a credit agreement with a syndicate of banks that as of March 31, 2019 had a borrowing base of $2.4 billion and aggregate commitments of $1.75 billion. As of March 31, 2019, the Company had $1.7 billion of available borrowing capacity under the credit agreement, which was net of $40 million of borrowings outstanding and $2 million in letters of credit outstanding. The borrowing base under the credit agreement is determined at the discretion of the lenders, based on the collateral value of the Company’s proved reserves that have been mortgaged to such lenders, and is subject to regular redeterminations on May 1 and November 1 of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base. Upon a redetermination of the borrowing base, either on a periodic or special redetermination date, if borrowings in excess of the revised borrowing capacity were outstanding, the Company could be forced to immediately repay a portion of its debt outstanding under the credit agreement. In April 2019, the borrowing base under the facility was reduced to $2.25 billion in connection with the semi-annual regular borrowing base redetermination, with no change to the aggregate commitments of $1.75 billion. A portion of the revolving credit facility in an aggregate amount not to exceed $50 million may be used to issue letters of credit for the account of Whiting Oil and Gas or other designated subsidiaries of the Company. As of March 31, 2019, $48 million was available for additional letters of credit under the agreement. The credit agreement provides for interest only payments until maturity, when the credit agreement expires and all outstanding borrowings are due. The credit agreement matures on April 12, 2023, provided that if at any time and for so long as any senior notes (other than the 2020 Convertible Senior Notes) have a maturity date prior to 91 days after April 12, 2023, the maturity date shall be the date that is 91 days prior to the maturity of such senior notes. Interest under the credit agreement accrues at the Company’s option at either (i) a base rate for a base rate loan plus the margin in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.5% per annum, or an adjusted LIBOR rate plus 1.0% per annum, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus the margin in the table below. Additionally, the Company incurs commitment fees as set forth in the table below on the unused portion of the aggregate commitments of the lenders under the credit agreement, which are included as a component of interest expense. At March 31, 2019, the weighted average interest rate on the outstanding principal balance under the credit agreement was 6.0%. Applicable Applicable Margin for Base Margin for Commitment Ratio of Outstanding Borrowings to Borrowing Base Rate Loans Eurodollar Loans Fee Less than 0.25 to 1.0 0.50% 1.50% 0.375% Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 0.75% 1.75% 0.375% Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 1.00% 2.00% 0.50% Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 1.25% 2.25% 0.50% Greater than or equal to 0.90 to 1.0 1.50% 2.50% 0.50% The credit agreement contains restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of its lenders. Except for limited exceptions, the credit agreement also restricts the Company’s ability to make any dividend payments or distributions on its common stock. These restrictions apply to all of the Company’s restricted subsidiaries (as defined in the credit agreement). As of March 31, 2019, there were no retained earnings free from restrictions. The credit agreement requires the Company, as of the last day of any quarter, to maintain the following ratios (as defined in the credit agreement): (i) a consolidated current assets to consolidated current liabilities ratio (which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0 and (ii) a total debt to last four quarters’ EBITDAX ratio of not greater than 4.0 to 1.0. The Company was in compliance with its covenants under the credit agreement as of March 31, 2019. The obligations of Whiting Oil and Gas under the credit agreement are collateralized by a first lien on substantially all of Whiting Oil and Gas’ and Whiting Resource Corporation’s properties. The Company has guaranteed the obligations of Whiting Oil and Gas under the credit agreement and has pledged the stock of its subsidiaries as security for its guarantee. Senior Notes and Convertible Senior Notes The following table summarizes the material terms of the Company’s senior notes and convertible senior notes outstanding at March 31, 2019: 2020 Convertible 2021 2023 2026 Senior Notes Senior Notes Senior Notes Senior Notes Outstanding principal (in thousands) $ 562,075 $ 873,609 $ 408,296 $ 1,000,000 Interest rate 1.25% 5.75% 6.25% 6.625% Maturity date Apr 1, 2020 Mar 15, 2021 Apr 1, 2023 Jan 15, 2026 Interest payment dates Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Jan 15, Jul 15 Make-whole redemption date (1) N/A (2) Dec 15, 2020 Jan 1, 2023 Oct 15, 2025 (1) On or after these dates, the Company may redeem the applicable series of notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. At any time prior to these dates, the Company may redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. (2) The indenture governing the 1.25% Convertible Senior Notes due 2020 does not allow for optional redemption by the Company prior to the maturity date. Senior Notes —In September 2013, the Company issued at par $1.1 billion of 5.0% Senior Notes due March 2019 (the “2019 Senior Notes”) and $800 million of 5.75% Senior Notes due March 2021, and issued at 101% of par an additional $400 million of 5.75% Senior Notes due March 2021 (collectively, the “2021 Senior Notes”). The debt premium recorded in connection with the issuance of the 2021 Senior Notes is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.5% per annum. In March 2015, the Company issued at par $750 million of 6.25% Senior Notes due April 2023 (the “2023 Senior Notes”). In December 2017, the Company issued at par $1.0 billion of 6.625% Senior Notes due January 2026 (the “2026 Senior Notes” and together with the 2021 Senior Notes and the 2023 Senior Notes, the “Senior Notes”). The Company used the net proceeds from this offering to redeem in January 2018 all of the then outstanding 2019 Senior Notes. Refer to “Redemption of 2019 Senior Notes” below for more information on the redemption of the 2019 Senior Notes. Exchange of Senior Notes for Convertible Notes. During 2016, the Company exchanged (i) $139 million aggregate principal amount of its 2019 Senior Notes, (ii) $326 million aggregate principal amount of its 2021 Senior Notes, and (iii) $342 million aggregate principal amount of its 2023 Senior Notes, for the same aggregate principal amount of convertible notes. Subsequently during 2016, all $807 million aggregate principal amount of these convertible notes was converted into approximately 19.8 million shares of the Company’s common stock pursuant to the terms of the notes. Redemption of 2019 Senior Notes. In January 2018, the Company paid $1.0 billion to redeem all of the remaining $961 million aggregate principal amount of the 2019 Senior Notes, which payment consisted of the 102.976% redemption price plus all accrued and unpaid interest on the notes. The Company financed the redemption with proceeds from the issuance of the 2026 Senior Notes and borrowings under its credit agreement. As a result of the redemption, the Company recognized a $31 million loss on extinguishment of debt, which included the redemption premium and a non-cash charge for the acceleration of unamortized debt issuance costs on the notes. As of March 31, 2018, no 2019 Senior Notes remained outstanding. 2020 Convertible Senior Notes —In March 2015, the Company issued at par $1,250 million of 1.25% Convertible Senior Notes due April 2020 (the “2020 Convertible Senior Notes”) for net proceeds of $1.2 billion, net of initial purchasers’ fees of $25 million. During 2016, the Company exchanged $688 million aggregate principal amount of its 2020 Convertible Senior Notes for the same aggregate principal amount of new mandatory convertible senior notes. Subsequently during 2016, all $688 million aggregate principal amount of these mandatory convertible notes was converted into approximately 17.8 million shares of the Company’s common stock pursuant to the terms of the notes. For the remaining $562 million aggregate principal amount of 2020 Convertible Senior Notes outstanding as of March 31, 2019, the Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the 2020 Convertible Senior Notes in cash upon conversion. Prior to January 1, 2020, the 2020 Convertible Senior Notes will be convertible at the holder’s option only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2020 Convertible Senior Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after January 1, 2020, the 2020 Convertible Senior Notes will be convertible at any time until the second scheduled trading day immediately preceding the April 1, 2020 maturity date of the notes. The notes will be convertible at a current conversion rate of 6.4102 shares of Whiting’s common stock per $1,000 principal amount of the notes, which is equivalent to a current conversion price of approximately $156.00. The conversion rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its 2020 Convertible Senior Notes in connection with such corporate event. As of March 31, 2019, none of the contingent conditions allowing holders of the 2020 Convertible Senior Notes to convert these notes had been met. Upon issuance, the Company separately accounted for the liability and equity components of the 2020 Convertible Senior Notes. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the 2020 Convertible Senior Notes and the estimated fair value of the liability component was recorded as a debt discount and is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.6% per annum. The fair value of the liability component of the 2020 Convertible Senior Notes as of the issuance date was estimated at $1.0 billion, resulting in a debt discount at inception of $238 million. The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the 2020 Convertible Senior Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital within shareholders’ equity, and will not be remeasured as long as it continues to meet the conditions for equity classification. Transaction costs related to the 2020 Convertible Senior Notes issuance were allocated to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component were recorded as a reduction to the carrying value of long-term debt on the consolidated balance sheet and are being amortized to interest expense over the term of the notes using the effective interest method. Issuance costs attributable to the equity component were recorded as a charge to additional paid-in capital within shareholders’ equity. The 2020 Convertible Senior Notes consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Liability component Principal $ 562,075 $ 562,075 Less: unamortized note discount (23,767) (29,504) Less: unamortized debt issuance costs (1,875) (2,340) Net carrying value $ 536,433 $ 530,231 Equity component (1) $ 136,522 $ 136,522 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $50 million of deferred taxes. Interest expense recognized on the 2020 Convertible Senior Notes related to the stated interest rate and amortization of the debt discount totaled $7 million for each of the three months ended March 31, 2019 and 2018. Security and Guarantees The Senior Notes and the 2020 Convertible Senior Notes are unsecured obligations of Whiting Petroleum Corporation and these unsecured obligations are subordinated to all of the Company’s secured indebtedness, which consists of Whiting Oil and Gas’ credit agreement. The Company’s obligations under the Senior Notes and the 2020 Convertible Senior Notes are guaranteed by the Company’s 100%‑owned subsidiaries, Whiting Oil and Gas, Whiting US Holding Company, Whiting Canadian Holding Company ULC and Whiting Resources Corporation (the “Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. Any subsidiaries other than these Guarantors are minor subsidiaries as defined by Rule 3‑10(h)(6) of Regulation S‑X of the SEC. Whiting Petroleum Corporation has no assets or operations independent of this debt and its investments in its consolidated subsidiaries. |