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 AgreementItem 1.01Entry into a Material Definitive Agreement.

On April 30, 2018, Oasis Petroleum Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”), among the Company, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Securities, LLC, as representative of the several initial purchasers (the “Initial Purchasers”), to which the Company agreed to issue and sell to the Initial Purchasers $400.0 million in aggregate principal amount of the Company’s 6.25% senior unsecured notes due 2026 (the “Notes”). The Notes were priced at par, and resulted in net proceeds to the Company of approximately $392.0 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to use the proceeds from the offering to repurchase its existing senior notes to the previously announced tender offers. The Notes will be guaranteed on a senior unsecured basis by the Guarantors.

The Notes will be issued and sold to the Initial Purchasers to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section4(a)(2)thereunder. The Initial Purchasers intend to resell the Notes only to qualified institutional buyers in accordance with Rule144A under the Securities Act and to certain persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The offering is expected to close on May14, 2018, in accordance with the terms of the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and agreements of the parties and customary conditions to closing, obligations of the parties and termination provisions. Additionally the Purchase Agreement contains customary indemnification and contribution provisions under which the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

Certain of the Initial Purchasers and their affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates. Certain of the Initial Purchasers and affiliates of certain of the Initial Purchasers are lenders under the Company’s revolving credit facility. In addition, certain of the Initial Purchasers or their affiliates are holders of the Company’s existing senior notes that are the subject of the previously announced tender offers and may receive a portion of any net proceeds of this offering used to repurchase senior notes to such tender offers. Wells Fargo Securities, LLC and Citigroup Global Markets Inc. are the joint dealer managers for the Tender Offers and will receive customary fees and rights of indemnification in connection therewith.

A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.

Item 1.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on May 3, 2018. At the Annual Meeting, the Company’s stockholders approved the Company's Amended and Restated 2010 Long Term Incentive Plan (the “Plan”), which provided for an increase in the number of shares of the Company’s common stock available for grant under the Plan by 11,250,000 shares and extended the term of the Plan to May 3, 2028. The Plan was made effective as of May 3, 2018. A description of the material terms of the Plan was included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2018. In addition, the foregoing summary is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 1.01Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders were requested to: (1) elect three Class II Directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2021 Annual Meeting of Stockholders; (2) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018; (3) approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Company's proxy statement; (4) approve the Plan; and (5) approve the amendment of the Company's certificate of incorporation to increase the number of authorized shares of the Company's common stock. The following are the final voting results on proposals considered and voted upon at the meeting, each of which is more fully described in the Company’s proxy statement filed on April 2, 2018:

Item 1.01Other Events.

On April 30, 2018, the Company issued a press release announcing the pricing of its private placement of the Notes. The Company is filing a copy of the press release as Exhibit 99.1 hereto, which is incorporated by reference into this Item 1.01.

The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

(d) Exhibits.

Oasis Petroleum Inc. ExhibitEX-10.1 2 exhibit101-purchaseagreeme.htm EXHIBIT 10.1 Exhibit Exhibit 10.1$400,…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).