Whiting Petroleum Corporation (NYSE:WLL) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 9.01. Completion of Acquisition or Disposition of Assets.
On September1, 2017, Whiting Resources Corporation (“WRC”), a subsidiary of Whiting Petroleum Corporation (“Whiting”), completed a sale (the “Sale”) to RimRock Oil& Gas Williston, LLC (“RimRock”) of Whiting’s interests in certain producing oil and gas properties located in the Fort Berthold Indian Reservation area in Dunn and McLean counties of North Dakota as well as certain other related assets and liabilities. The Sale was to the Purchase and Sale Agreement (the “Agreement”), dated August14, 2017, by and among WRC, RimRock, Whiting Oil and Gas Corporation and RimRock Oil& Gas Williston Resources, Inc. and was effective September1, 2017. The cash purchase price to the Agreement was $500million, subject to closing adjustments.
A copy of the Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K. The foregoing description of the Agreement and the transactions contemplated therein are qualified in their entirety by reference to such exhibit. There are representations and warranties contained in the Agreement, which were made by the parties to each other as of specific dates. The assertions embodied in these representations and warranties were made solely for purposes of the Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to stockholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. Based upon the foregoing reasons, investors should not rely on the representations and warranties as statements of factual information.
| Item 9.01. | Financial Statements and Exhibits. |
| (b) | Pro forma financial information. |
Unaudited pro forma financial information of Whiting as of June30, 2017 and for the six months ended June30, 2017 and the year ended December31, 2016 is filed herein as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
| (d) | Exhibits: The exhibits listed in the Exhibit Index below are filed as part of this report. |
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WHITING PETROLEUM CORPORATION
FORM 8-K
EXHIBIT INDEX
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Exhibit Number |
Description |
| (2.1) | Purchase and Sale Agreement, dated August14, 2017, by and among Whiting Resources Corporation, RimRock Oil& Gas Williston, LLC, Whiting Oil and Gas Corporation and RimRock Oil & Gas Williston Resources, Inc., effective as of September1, 2017.* |
| (99.1) | Unaudited pro forma financial information of Whiting Petroleum Corporation as of June30, 2017 and for the six months ended June30, 2017 and the year ended December31, 2016. |
| * | Certain schedules and exhibits have been omitted and Whiting agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. |
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WHITING PETROLEUM CORP ExhibitEX-2.1 2 d443554dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT BY AND BETWEEN WHITING RESOURCES CORPORATION AS SELLER AND RIMROCK OIL & GAS WILLISTON,…To view the full exhibit click here
About Whiting Petroleum Corporation (NYSE:WLL)
Whiting Petroleum Corporation is an independent oil and gas company. The Company is engaged in development, production, acquisition and exploration activities primarily in the Rocky Mountains and Permian Basin regions of the United States. The Company operates in the segment of exploration and production of crude oil, natural gas liquid (NGLs) and natural gas. The Company’s estimated proved reserves totaled approximately 820.6 Million Barrels of Oil Equivalent (MMBOE). The Company has interests in approximately 5,889 gross (3,177 net) productive wells on approximately 948,600 gross (593,900 net) developed acres across all its geographical areas. The Company’s Rocky Mountains operations include assets in the states of Colorado, Montana and North Dakota. The Company’s Permian Basin operations include its North Ward Estes field in the Ward and Winkler counties of Texas. Its other operations primarily relate to non-core assets in Colorado, Mississippi, North Dakota, Texas and Wyoming. Whiting Petroleum Corporation (NYSE:WLL) Recent Trading Information
Whiting Petroleum Corporation (NYSE:WLL) closed its last trading session up +0.03 at 4.61 with 18,187,999 shares trading hands.