OASIS PETROLEUM INC. (NYSE:OAS) Files An 8-K Entry into a Material Definitive Agreement

OASIS PETROLEUM INC. (NYSE:OAS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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Underwriting Agreement

On December 11, 2017, Oasis Petroleum Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as underwriters (the “Underwriters”), in connection with an underwritten public offering (the “Offering”) of 32,000,000 shares of common stock (the “Common Shares”). The Company has also granted the Underwriters an option to purchase an additional 4,800,000 shares of common stock on the terms specified in the Underwriting Agreement. The issuance and sale of the Common Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”), to an automatic shelf Registration Statement on Form S-3 (Registration No. 333-219302) of the Company, filed with and deemed automatically effective by the Securities and Exchange Commission on July 14, 2017. The Offering is expected to close on December13, 2017, subject to standard closing conditions. A legal opinion related to the Common Shares is filed herewith as Exhibit5.1.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. Furthermore, the Company and its directors and officers have agreed with the Underwriters not to offer or sell any shares of its common stock (or securities convertible into or exchangeable for common stock), subject to customary exceptions, for a period of 60 days after the date of the Underwriting Agreement without the prior written consent of the Underwriters.

The Underwriters and their affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates, for which they received or will receive customary fees, commissions and expenses. From time to time, the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s debt or equity securities or loans, and may do so in the future.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description of Exhibit

1.1

Underwriting Agreement dated as of December 11, 2017 among the Company and Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as underwriters.

5.1

Opinion of Vinson & Elkins L.L.P. regarding legality of the shares.

23.1

Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1 hereto).


Oasis Petroleum Inc. Exhibit
EX-1.1 2 oasis-underwritingagreemen.htm EXHIBIT 1.1 Exhibit Execution Version32,…
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About OASIS PETROLEUM INC. (NYSE:OAS)

Oasis Petroleum Inc. is an independent exploration and production company. The Company is focused on the acquisition and development of unconventional oil and natural gas resources in the North Dakota and Montana regions of the Williston Basin. Its segments include Exploration and Production, which is engaged in the acquisition and development of oil and natural gas properties; Well Services, which performs completion services for the Company’s oil and natural gas wells operated by Oasis Petroleum North America LLC (OPNA), and Midstream Services, which performs salt water gathering and disposal and other midstream services for the Company’s oil and natural gas wells operated by OPNA. The Company’s projects include Williston Basin, West Williston and East Nesson. It also operates a well services business through Oasis Well Services LLC (OWS) and a midstream services business through Oasis Midstream Services LLC (OMS).

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