Kodiak Oil & Gas Corp. shareholders can salivate over $6 billion of value being dangled in front of them by Whiting Petroleum Corp. Denver-based Whiting desires Kodiak’s Bakken-rich assets, and is offering $3.8 billion in stock and $2.2 billion of debt assumption to take control of the pure-play company.

Or not. The Whiting offer values Kodiak at $13.90 per share, a 2% discount to Kodiak’s closing price of $14.23 on the last trading day before the deal was announced. Kodiak shares have been on a tear, up 77% year-over-year, and 15% in the two months preceding the deal announcement.

“Expect Kodiak shareholders to be slightly disappointed,” deadpanned Wells Fargo Securities LLC analyst David Tameron in a research note. Baird Equity Research’s Daniel Katzenberg echoed the sentiment. The price “will likely fall short of expectations for Kodiak shareholders who have long held hopes of an eventual takeout.”

Why would investors want to power down that rocket? Simply, the fuel may be depleting short of orbit.

Kodiak holds 171,000 net acres in the Bakken Shale, most in the core Williams and McKenzie counties (thus enticing Whiting’s romantic overtures). Yet Kodiak is strapped with the aforementioned debt, representing a 3.4x debt-to-EBITDA, according to Raymond James.

“We were giving Kodiak credit for approximately 1,000 locations,” reported Raymond James analyst John Freeman, “but it was only running seven rigs, resulting in about a 15-year inventory, even under our assumption it would add four more rigs by 2018. [Kodiak] couldn’t meaningfully extract this value.”

Said Baird’s Katzenberg, “From our perspective, it would have been a challenge for Kodiak to reach $15- to $16-ish per share without adding rigs and accelerating drilling activity, which was unlikely to happen anytime soon.” Whiting brings scale and expertise in the basin, he said, and will likely move rigs from lower-quality acreage to Kodiak’s core.

In all fairness to Whiting, the company proclaims a deal premium of 5% based on the weighted average of Kodiak shares over a 60-trading day period. Kodiak slumped in April and May--during which time deal terms were no doubt being hammered out--before regaining momentum in June.

In addition to bragging rights on taking the top spot as the No. 1 Bakken producer if the deal closes, leapfrogging perennial favorite Continental Resources, Whiting foresaw its own plateau. It is approaching max downspacing in its core Bakken acreage, with future drillsites in less-economic, fringier regions. Kodiak’s core gives Whiting new life.

“Kodiak’s assets are more valuable under Whiting than Kodiak,” noted Raymond James’ Freeman, “because of the company’s proven operational expertise and because its solid balance sheet can handle a higher rig count, accelerating the present value.”

While some Kodiak shareholders may be disappointed with an all-stock deal priced 2% below the previous trading day’s close, said Stifel analyst Michael Scialla, “we believe the transaction is positive for Kodiak, given the stock’s recent outperformance-- 14%-plus since May 1 vs. our peer group average of 3%.”

Moreover, Kodiak has long been viewed as a takeover candidate, and management has openly admitted to exploring a potential sale of the company. “We doubt Kodiak management passed on more attractive opportunities than this one, which values the stock only 6% below its all-time high.”

Wells Fargo’s Tameron makes the point that Kodiak management is highly motivated. CEO Lynn Peterson has 100% of his net worth tied to the company, and the team has tried unsuccessfully for years to divest. “Putting ourselves in those shoes, we would be willing to take a little less to lock in the wealth and take the risk off the table.”

The odds are raised by the fact that many of Kodiak’s shareholders--some 60%--dip in Whiting as well. Said SunTrust Robinson Humphrey’s Ryan Oatman, “Of Kodiak’s top 10 shareholders, it appears five are also top 10 shareholders of Whiting.”

One, Paulson & Co. hedge fund founder John Paulson, the largest stockholder (and vote holder) of both companies, told Bloomberg News, “This is an exciting transaction.”

Plus, the all-stock deal is tax-free to Kodiak shareholders, no small incentive.

It’s really no conundrum at all. The two-thirds required number of Kodiak investors will approve the deal, and continue soaring skyward as part of Whiting’s well-fueled payload. Because the sum thus is greater than the parts.