UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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January 29, 2009 |
Whiting Petroleum Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-31899
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20-0098515 |
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| (State or other
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(Commission File
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(IRS Employer |
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Identification No.) |
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1700 Broadway, Suite 2300, Denver, Colorado 80290-2300
(Address of principal executive offices, including ZIP code)
(303) 837-1661
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))
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On January 29, 2009, Whiting Petroleum Corporation (the “Company”) entered into a purchase
agreement (the “Purchase Agreement”) by and among the Company and the underwriters named therein
(collectively, the “Underwriters”). Pursuant to the Purchase Agreement, the Company agreed to sell
and the Underwriters agreed to purchase for resale to the public (the “Public Offering”), subject
to the terms and conditions expressed therein, 8,000,000 shares of the Company’s common stock at a
price per share of $29.00 to the public, less an underwriting discount of $1.16 per share. The
Underwriters also have an option to purchase up to 1,200,000 additional shares of the Company’s
common stock at the same price per share to cover any over-allotments. The Public Offering is
expected to close on February 4, 2009. The foregoing description of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by
reference.
The common stock to be sold pursuant to the Purchase Agreement was registered pursuant to an
effective shelf Registration Statement on Form S-3 (Registration No. 333-133889) that
the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as
amended.
On January 29, 2009, the Company also issued a press release announcing the pricing of the
Public Offering. The Company is filing a copy of such press release as Exhibit 99.1 hereto, which
is incorporated by reference herein.
In connection with the Company filing with the Securities and Exchange Commission a definitive
prospectus supplement, dated January 29, 2009, and prospectus, dated May 8, 2006, relating to the
Public Offering described above, the Company is filing as exhibits to this Current Report an
opinion and consent of Foley & Lardner LLP, legal counsel to the Company, issued to the Company as
to the validity of the shares of common stock being offered in the Public Offering.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits: |
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(1.1) |
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Purchase Agreement, dated January 29, 2009, by and among
Whiting Petroleum Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the several underwriters named therein. |
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(5.1) |
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Opinion of Foley & Lardner LLP, dated January 29, 2009. |
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(23.1) |
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Consent of Foley & Lardner LLP (contained in Exhibit 5.1 hereto). |
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(99.1) |
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Press Release of Whiting Petroleum Corporation dated January 29, 2009. |
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