OASIS PETROLEUM INC. (NYSE:OAS) Files An 8-K Entry into a Material Definitive AgreementItem 9.01Entry into a Material Definitive Agreement.
Registration Rights Agreement
On February 14, 2018, in connection with the closing of the Permian Basin Acquisition, as described in Item 9.01 below, Oasis Petroleum Inc. (the “Company”) and Forge Energy, LLC (“Forge”) entered into a registration rights agreement (the “Registration Rights Agreement”) providing Forge with certain customary registration rights with respect to its shares of the Company’s common stock. to the Registration Rights Agreement, Forge is entitled to certain customary demand registration, shelf takedown and piggyback registration rights with respect to its shares of the Company’s common stock, subject to certain customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns).
The foregoing description is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01Completion of Acquisition or Disposition of Assets.
Permian Basin Acquisition
As previously disclosed on December 11, 2017, the Company and Oasis Petroleum Permian LLC, a wholly owned subsidiary of the Company, entered into a Purchase and Sale agreement (the “Purchase Agreement”) with Forge, to which the Company agreed to purchase from Forge leasehold interests and related assets in the Permian Basin (the “Permian Basin Acquisition”). On February 14, 2018, to the terms and conditions of the Purchase Agreement, the Company completed the Permian Basin Acquisition for aggregate consideration consisting of $549.8 million in cash, inclusive of the $47.3 million deposit paid in December 2017, and 46 million shares of the Company’s common stock (the “Purchase Price”). The incremental consideration reflects consideration for additional net mineral acres and post effective date adjustments. Upon closing of the Permian Basin Acquisition, the Company has approximately 22,000 net acres in the Delaware Basin.
The Company funded the cash portion of the Purchase Price of the Permian Basin Acquisition with proceeds from the Company’s December 2017 issuance of its common stock and borrowings under its revolving credit facility.
The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 11, 2017, and incorporated herein by reference.
Item 9.01 Unregistered Sales of Equity Securities.
The issuance of the Company’s common stock to the Purchase Agreement in connection with the transactions described in Items 1.01 and 2.01 above were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. The Company’s common stock issued to the Purchase Agreement were issued to Forge.
The disclosures regarding the Purchase Agreement and the transactions contemplated thereby under Items 1.01 and 2.01 above are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo. |
Description of Exhibit |
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2.1 |
Purchase and Sale Agreement, dated December 11, 2017, among Oasis Petroleum Inc., Oasis Petroleum Permian LLC and Forge Energy, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 11, 2017 (File No. 001-34776)). |
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4.1 |
Registration Rights Agreement, dated February 14, 2018, between the Oasis Petroleum Inc. and Forge Energy, LLC. |
Oasis Petroleum Inc. ExhibitEX-4.1 2 registrationrightsagreement.htm EXHIBIT 4.1 Exhibit Execution VersionREGISTRATION RIGHTS AGREEMENTThis REGISTRATION RIGHTS AGREEMENT (the “Registration Rights Agreement”),…To view the full exhibit click here
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).