1001 Fannin StreetSuite
1500HoustonTexasSeptember 29, 20200001486159falseCommon StockOASThe
Nasdaq Stock Market LLC00014861592020-09-292020-09-29
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
Date of Report (Date of earliest event reported): September 29,
2020
____________________________________________________________________
OASIS PETROLEUM INC.
(Exact name of registrant as specified in its charter)
____________________________________________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware |
|
001-34776 |
|
80-0554627 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1001 Fannin Street, Suite 1500
|
|
|
|
Houston, Texas
|
|
77002 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code:
(281) 404-9500
Not Applicable.
(Former name or former address, if changed since last
report)
____________________________________________________________________
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 (see General Instruction A.2.
below):
|
|
|
|
|
|
|
|
|
|
|
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
|
|
|
|
|
|
|
|
|
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
|
|
|
|
|
|
|
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
|
|
|
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock |
|
OAS |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 1.01 – Entry into a Material Definitive Agreement
Restructuring Support Agreement
On September 29, 2020, Oasis Petroleum Inc. (the “Company”) and
certain of the Company’s wholly owned direct and indirect
affiliates (collectively, “Oasis”) entered into a Restructuring
Support Agreement (the “RSA”) with (i) certain of the lenders party
to that certain Third Amended and Restated Credit Agreement (the
“RBL Credit Agreement”), dated as of October 16, 2018, as amended
through the Fourth Amendment dated April 24, 2020, by and among the
Company, as parent, Oasis Petroleum North America LLC, as borrower,
the lenders party thereto and Wells Fargo Bank, N.A., as
administrative agent (collectively, the “Consenting RBL Lenders”)
and (ii) certain holders (collectively, the “Consenting
Noteholders” and, together with the Consenting RBL Lenders, the
“Consenting Stakeholders”) of the Company’s (a) 6.50% Senior
Unsecured Notes due 2021, issued under the First Supplemental
Indenture, dated as of November 10, 2011, (b) 6.875% Senior
Unsecured Notes due 2022, issued under the Fourth Supplemental
Indenture, dated as of September 24, 2013, (c) 2.625% Senior
Unsecured Convertible Notes due 2023, issued under the Sixth
Supplemental Indenture, dated as of September 19, 2016, (d) the
6.875% Senior Unsecured Notes due 2023, issued under the Second
Supplemental Indenture, dated as of July 2, 2012 and (e) 6.25%
Senior Unsecured Notes due 2026, issued under the Indenture, dated
as of May 14, 2018 (collectively, the “Notes”), each by and among
the Company, certain of its affiliates and U.S. Bank National
Association as Trustee. Capitalized terms used under this heading
titled “Restructuring Support Agreement” but not otherwise defined
herein shall have the meaning given to such terms in the
RSA.
The RSA provides for certain milestones requiring, among other
things, that Oasis (i) commences solicitation of votes to accept or
reject the Plan (as defined below) no later than September 30,
2020; (ii) commences the Chapter 11 Cases no later than September
30, 2020 (the “Petition Date”); (iii) obtains entry of an order by
the United States Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of Texas (the “Bankruptcy Court”) approving
the DIP Facility (as defined below) on an interim basis no later
than three (3) Business Days after the Petition Date; (iv) files
with the Bankruptcy Court the Plan and corresponding disclosure
statement (the “Disclosure Statement”) no later than thirty (30)
calendar days after the Petition Date; (v) files with the
Bankruptcy Court a motion to establish a bar date for filing proofs
of claim, provided that such requirement shall not apply in the
event Oasis commences the Chapter 11 Cases on a “prepackaged” basis
by commencing solicitation of the Plan prior to the Petition Date
(a “Prepackaged Case”); (vi) obtains entry of an order by the
Bankruptcy Court approving the DIP Facility on a final basis no
later than thirty (30) calendar days after the Petition Date,
provided that (a) such date shall automatically be extended to
forty (40) calendar days after the Petition Date in the event Oasis
commences a Prepackaged Case; and (b) in no event shall such date
be later than immediately preceding the hearing on confirmation of
the Plan; (vii) obtains entry of an order by the Bankruptcy Court
approving the Disclosure Statement no later than sixty-five (65)
calendar days after the Petition Date; (viii) obtains entry of an
order by the Bankruptcy Court confirming the Plan (the
“Confirmation Order”) no later than one hundred ten (110) calendar
days after the Petition Date; and (ix) causes the Plan to become
effective no later than December 20, 2020.
The RSA contains certain covenants on the part of each of Oasis and
the Consenting Stakeholders, including commitments by the
Consenting Stakeholders to vote in favor of the Plan and
commitments of Oasis and the Consenting Stakeholders to negotiate
in good faith to finalize the documents and agreements governing
the Restructuring. The RSA also provides for certain conditions to
the obligations of the parties and for termination upon the
occurrence of certain events, including without limitation, the
failure to achieve certain milestones and certain breaches by the
parties under the RSA.
Although Oasis intends to pursue the restructuring in accordance
with the terms set forth in the RSA, there can be no assurance that
Oasis will be successful in completing a restructuring or any other
similar transaction on the terms set forth in the RSA, on different
terms or at all.
A copy of the RSA (and the Annexes thereto) are attached hereto as
Exhibit 10.1 to this Current Report on Form 8-K and are
incorporated by reference herein. The foregoing description of the
RSA is only a summary, does not purport to be complete and is
qualified in its entirety by reference to the RSA.
Proposed Joint Prepackaged Chapter 11 Plan of
Reorganization
As of September 29, 2020, 100% of the Consenting RBL Lenders,
holding approximately 97% of the RBL Claims, and Consenting
Noteholders holding approximately 52% of the Notes Claims, signed
the RSA, which contemplates a restructuring (the “Restructuring”)
of Oasis pursuant to a prepackaged joint plan of reorganization
(the “Plan”) under which the Oasis entities will file petitions for
voluntary relief under chapter 11 (the “Chapter 11 Cases”) of the
Bankruptcy Court. Capitalized terms used under this heading titled
“Proposed Joint Prepackaged Chapter 11 Plan of Reorganization” but
not otherwise defined herein shall have the meaning given to such
terms in the Plan.
Below is a summary of the treatment that the stakeholders of the
Company would receive under the Plan:
•each
holder of an Allowed Other Secured Claim shall receive, at the
option of the applicable Debtor and in its sole discretion: (a)
payment in full in Cash of its Allowed Other Secured Claim; (b) the
collateral securing its Allowed Other Secured Claim; (c)
Reinstatement of its Allowed Other Secured Claim; or (d) such other
treatment rendering its Allowed Other Secured Claim unimpaired in
accordance with section 1124 of the Bankruptcy Code;
•each
holder of an Allowed Other Priority Claim shall receive treatment
in a manner consistent with section 1129(a)(9) of the Bankruptcy
Code;
•each
holder of an Allowed RBL Claim (i) electing to participate in the
Exit Facility by entry into the Exit Facility Commitment Letter
will receive, (x) on a dollar-for-dollar basis in exchange for the
portion of its RBL Claim representing the principal of the loans
owed to such lender under the RBL Credit Agreement, an equal amount
of the principal of the revolving loans under the Exit Facility as
of the Effective Date, upon the terms and conditions set forth in
the Exit Facility Term Sheet and (y) with respect to any other
portion of such holder’s RBL Claim (to the extent not already paid
prior to the Effective Date, including as adequate protection
pursuant to the DIP Orders), cash in an amount equal to such
portion of such holder’s RBL Claim, and (ii) not electing to
participate in the Exit Facility by electing not to sign the Exit
Facility Commitment Letter (x) shall be deemed to have funded a
Second Out Term Loan on a dollar-for-dollar basis in exchange for
the portion of its RBL Claim representing the principal of the
loans owed to such lender, and any of such holder’s specified
default interest and any unreimbursed claims for professional fees
and expenses under the RBL Credit Agreement and (y) with respect to
any other portion of such holder’s RBL Claim (to the extent not
already paid prior to the Plan Effective Date, including as
adequate protection pursuant to the DIP Orders), cash in an amount
equal to such portion of such holder’s RBL Claim. The Liens
securing the loans under the RBL Credit Agreement shall be retained
and deemed assigned to the administrative agent under the Exit
Facility to secure the Exit Facility upon the Plan Effective Date.
Notwithstanding the foregoing, on the Effective Date, any Specified
Default Interest shall be discharged, released, and deemed waived
by all Consenting RBL Lenders;
•each
holder of an Allowed Notes Claim or an Allowed Mirada Claim shall
receive its Pro Rata share (calculated based on the aggregate
amount of all Allowed Notes Claims and Allowed Mirada Claims) of
100% of the New Common Stock, subject to dilution on account of the
Management Incentive Plan and the New Warrants; provided, that
notwithstanding that the Mirada Claims are classified as Class 4
Claims, such claims, in lieu of any treatment as Class 4 Claims,
shall be treated in accordance with the Mirada Settlement
Agreement;
•each
holder of an Allowed General Unsecured Claim shall receive, at the
option of the applicable Debtor: (a) payment in full in Cash; or
(b) Reinstatement;
•each
Allowed Intercompany Claim shall be, at the option of the
applicable Debtor, either: (a) Reinstated; or (b) canceled,
released, and extinguished and without any distribution at the
Debtors’ election and in their sole discretion;
•each
holder of an Interest other than in Debtors shall have such
interests, at the option of the applicable Debtor, either: (a)
Reinstated; or (b) canceled, released, and extinguished and without
any distribution at the Debtors’ election and in their sole
discretion; and
•each
holder of an Interest in Oasis shall receive its Pro Rata share of
the New Warrants.
The Debt Instruments provide that, as a result of the Chapter 11
Cases, the principal and interest due thereunder shall be
immediately due and payable. Any efforts to enforce such payment
obligations under the Debt Instruments are automatically stayed as
a result of the Chapter 11 Cases and the creditors’ rights of
enforcement in respect of the Debt Instruments are subject to the
applicable provisions of the Bankruptcy Code.
DIP Facility
Under the RSA, the Consenting RBL Lenders agreed to provide the
Company and certain of its subsidiaries with a senior secured
superpriority debtor-in-possession revolving credit facility in an
aggregate principal amount of $450 million (the “DIP Facility”)
consisting of (a) an $150 million new money revolving facility,
which includes an amount of $100 million in the form of a letter of
credit facility and (b) up to $300 million of the RBL Credit
Agreement indebtedness and other obligations that will be deemed to
be refinanced as post-petition secured indebtedness under the DIP
Facility. Certain terms and conditions of the DIP Facility are set
forth in the DIP term sheet attached to that certain commitment
letter, attached hereto as Exhibit 10.2 (the “DIP Commitment
Letter”), entered into by and among the Company and certain of the
Consenting RBL Lenders and/or their affiliates. The proceeds of the
DIP Facility may only be used strictly in accordance with the
13-week cash flow budget (subject to certain permitted variances
from the budget), which will be required to be updated at certain
intervals pursuant to the DIP Facility.
The foregoing description of the DIP Facility does not purport to
be complete and is qualified in its entirety by reference to the
final, executed documents memorializing the DIP
Facility.
Exit Financing
On September 29, 2020, prior to the commencement of the Chapter 11
Cases, the Company entered into
that certain commitment letter, attached hereto as Exhibit 10.3
(the “Exit Commitment Letter”), with the Consenting RBL Lenders
and/or their affiliates, which is subject to the satisfaction of
certain customary conditions, including the approval of the
Bankruptcy Court. In addition, as part of the RSA, the Consenting
RBL Lenders and/or their affiliates have agreed to provide, on a
committed basis, the Company with the Exit Facility on the terms
set forth in the exit term sheet attached to the RSA (the “Exit
Facility Term Sheet”). The Exit Facility Term Sheet provides for,
among other things a post-emergence financing that is intended to
mature in 3.5 years from the closing date of the Exit Facility, in
the form of a new money senior secured reserve-based revolving
credit facility in an aggregate maximum principal amount of up to
$1.5 billion with an initial borrowing base and elected commitments
amount of up to $575 million (less the amount of any term loan
deemed funded by any RBL Lender that is not a Consenting RBL
Lender) (the “Exit Facility”), subject to an initial borrowing base
redetermination at the closing of the Exit Facility. Any loans
drawn under the Exit Facility will be non-amortizing.
The effectiveness of the Exit Facility will be subject to customary
closing conditions, including consummation of the Plan. The
foregoing description of the Exit Facility Term Sheet does not
purport to be complete and is qualified in its entirety by
reference to the final, executed documents memorializing the Exit
Facility, to be included in a supplement to the Plan to be filed
with the Bankruptcy Court.
Item 1.03 – Bankruptcy or Receivership
Chapter 11 Filing
On September 30, 2020, Oasis filed the Chapter 11 Cases under the
Bankruptcy Code in the Bankruptcy Court. The Company has filed a
motion with the Bankruptcy Court seeking joint administration of
the Chapter 11 Cases under the caption
In re Oasis Petroleum Inc.,
et al.
The Company will continue to operate its business as
“debtors-in-possession” under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court. The Plan
and requested first day relief anticipate that vendors and other
unsecured creditors who continue to work with the Company on
existing terms will be paid in full and in the ordinary course of
business. All existing customer and vendor contracts are expected
to remain in place and be serviced in the ordinary course of
business.
Item 2.04 – Triggering Events that Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement
The filing of the Chapter 11 Cases described above in Item 1.03
constitutes an event of default that accelerated the Company’s
obligations under the following debt instruments (the “Debt
Instruments”):
•$361
million of outstanding borrowings, including Letters of Credit,
under the Third Amended and Restated Credit Agreement (as amended,
restated, supplemented, or otherwise modified from time to time)
with OPNA, a wholly owned subsidiary of Oasis, as borrower, a
syndicate of lenders and, Wells Fargo Bank, N.A., as administrative
agent, dated October 16, 2018;
•$44
million in aggregate principal of 6.50% senior unsecured notes due
2021, issued pursuant to the indenture, by and among the Company
and the other guarantors party thereto, and U.S. Bank National
Association as trustee, dated November 10, 2011 (as amended,
restated, supplemented or otherwise modified from time to time, the
“November 2011 Senior Notes Indenture”);
•$835
million in aggregate principal of 6.875% senior unsecured notes due
2022, issued pursuant to the Fourth Supplemental Indenture, by and
among the Company and the guarantors party thereto, and U.S. Bank
National Association as trustee, dated September 24, 2013, under
the indenture (as amended, restated, supplemented or otherwise
modified from time to time), by and among the Company and the
guarantors party thereto, and U.S. Bank National Association as
trustee, dated February 2, 2011;
•$308
million in aggregate principal of 6.875% senior unsecured notes due
2023, issued pursuant to the Second Supplemental Indenture, by and
among the Company and the guarantors party thereto, and U.S. Bank
National Association as trustee, dated July 2, 2012, under the
November 2011 Senior Notes Indenture;
•$245
million in aggregate principal of 2.625% convertible notes due
2023, issued pursuant to the Sixth Supplemental Indenture, by and
among Oasis and the other guarantors party thereto, and U.S. Bank
National Association as trustee, dated September 19, 2016 (as
amended, restated, supplemented or otherwise modified from time to
time), under the November 2011 Senior Notes Indenture;
and
•$395
million in aggregate principal of 6.250% senior unsecured notes due
2026, issued pursuant to the indenture (as amended, restated,
supplemented or otherwise modified from time to time), by and among
the Company and the guarantors party thereto, and U.S. Bank
National Association as trustee, dated May 14, 2018.
The Debt Instruments provide that, as a result of the Chapter 11
Cases, the principal and interest due thereunder shall be
immediately due and payable. Any efforts to enforce such payment
obligations under the Debt Instruments are automatically stayed as
a result of the Chapter 11 Cases and the creditors’ rights of
enforcement in respect of the Debt Instruments are subject to the
applicable provisions of the Bankruptcy Code.
Item 5.02
–
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Amendment to Amended and Restated Employment Agreements with Thomas
B. Nusz, Taylor L. Reid, Michael H. Lou and Nickolas J.
Lorentzatos
On September 29, 2020, the Company entered into amendments to each
of its amended and restated employment agreements, each dated as of
March 20, 2018, with its Chairman and Chief Executive Officer,
Thomas
B. Nusz, its President and Chief Operating Officer, Taylor L. Reid,
its Executive Vice President and Chief Financial Officer, Michael
H. Lou, and its Executive Vice President, General Counsel and
Corporate Secretary, Nickolas J. Lorentzatos (the “Amendments”), in
each case, solely to extend the term of the officer’s current
amended and restated employment agreement with the Company, each of
which currently expire on March 20, 2021, through March 20,
2024.
Copies of the Amendments are attached hereto as Exhibits 10.4,
10.5, 10.6, and 10.7, respectively, and are incorporated herein by
reference. The description of the Amendments contained herein is
qualified in its entirety by reference to the full text of the
Amendments.
Item 7.01 – Regulation FD Disclosure
Press Release
In connection with the filing of the RSA, the Company issued a
press release on September 30, 2020, a copy of which is attached to
this Form 8-K as Exhibit 99.1.
Cleansing Material
The Company entered into confidentiality agreements (collectively,
the “NDAs”) with certain of the Consenting Stakeholders as part of
negotiations with them. Pursuant to the NDAs, the Company agreed to
publicly disclose certain information, including material
non-public information disclosed to such Consenting Stakeholders
(the “Cleansing Material”) upon the occurrence of certain events
set forth in the NDAs. A copy of the Cleansing Material is attached
to this Form 8-K as Exhibit 99.2.
The information in the Cleansing Material is dependent upon
assumptions with respect to commodity prices, development capital,
operating expenses, backlog, availability and cost of capital and
performance as set forth in the Cleansing Material. Any financial
projections or forecasts included in the Cleansing Material were
not prepared with a view toward public disclosure or compliance
with the published guidelines of the Securities and Exchange
Commission (the “SEC”) or the guidelines established by the
American Institute of Certified Public Accountants regarding
projections or forecasts. The projections do not purport to present
the Company’s financial condition in accordance with accounting
principles generally accepted in the United States. The Company’s
independent accountants have not examined, compiled or otherwise
applied procedures to the projections and, accordingly, do not
express an opinion or any other form of assurance with respect to
the projections. The inclusion of the projections herein should not
be regarded as an indication that the Company or its
representatives consider the projections to be a reliable
prediction of future events, and the projections should not be
relied upon as such. Neither the Company nor any of its
representatives has made or makes any representation to any person
regarding the ultimate outcome of the Company’s proposed
restructuring compared to the projections, and none of them
undertakes any obligation to publicly update the projections to
reflect circumstances existing after the date when the projections
were made or to reflect the occurrence of future events, even in
the event that any or all of the assumptions underlying the
projections are shown to be in error.
The information included in this Form 8-K under Item 7.01 and
Exhibits 99.1 and 99.2 is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities of that Section, unless the registrant specifically
states that the information is to be considered “filed” under the
Exchange Act or incorporates it by reference into a filing under
the Exchange Act or the Securities Act of 1933, as
amended.
Item 8.01 – Other Events
Mirada Litigation
On September 28, 2020, the Company and certain of its affiliates
entered into that certain Settlement and Mutual Release Agreement
(the “Mirada Settlement Agreement”) with Mirada Energy, LLC and
certain related parties (collectively, “Mirada”). The Mirada
Settlement Agreement provides for, among other things, payment to
certain Mirada related parties of $42.75 million (with $20 million
due on the effective date of the Plan, and the
balance due on or before 180 days after the effective date of the
Plan) and mutual releases, including, without limitation, release
of all claims asserted in that certain case captioned
Mirada Energy, et al.
v.
Oasis Petroleum Inc.,
et al., No. 2017-19911 (Tex. Dist. Ct.). The Company intends to
seek approval of the Mirada Settlement Agreement by the Bankruptcy
Court pursuant to the Plan.
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter 11 Cases can be
found at a website maintained by the Company’s claims agent
Kurtzman Carson Consultants LLC at https://www.kccllc.net/oasis, by
calling (866) 480-0830 (toll-free), or by sending an email to
OasisInfo@kccllc.com. The documents and other information available
via website or elsewhere are not part of this Current Report and
shall not be deemed incorporated herein.
Cautionary Note Regarding the Company’s Securities
The Company cautions that trading in the Company’s securities
during the pendency of the anticipated Chapter 11 Cases is highly
speculative and poses substantial risks. Trading prices for the
Company’s securities may bear little or no relationship to the
actual recovery, if any, by holders of the Company’s securities in
the anticipated Chapter 11 Cases.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. In addition, the Company’s management may from time to
time make oral forward-looking statements. All statements, other
than statements of historical facts, are forward-looking
statements. The words “could,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “may,” “continue,” “predict,” “potential,”
“project” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. In addition, the
Company’s forward-looking statements address the various risks and
uncertainties associated with the extraordinary market environment
and impacts resulting from the novel coronavirus 2019 (“COVID-19”)
pandemic and the actions of foreign oil producers (most notably
Saudi Arabia and Russia) to increase crude oil production and the
expected impact on its businesses, operations, earnings and
results. Forward-looking statements reflect the Company’s current
expectations and assumptions regarding its business, the economy
and other future events and conditions and are based on currently
available financial, economic and competitive data and the
Company’s current business plans. Actual results could vary
materially depending on risks and uncertainties that may affect the
Company’s operations, markets, services, prices and other factors,
including the Company’s ability to manage its business through the
impacts of the COVID-19 pandemic, a weakening of global economic
and financial conditions, changes in governmental regulations and
related compliance and litigation costs and other factors discussed
in the Risk Factors section of its SEC filings. For a more detailed
discussion of these and other risk factors, see the Risk Factors
section in the Company’s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q and the Company’s other filings made
with the SEC. While Oasis believes its assumptions are reasonable,
it cautions you against relying on any forward-looking statements
as it is very difficult to predict the impact of known factors, and
it is impossible for the Company to anticipate all factors that
could affect its actual results. In addition, Oasis's actual
results could be affected by the risks and uncertainties relating
to the bankruptcy filing by the Company, including, but not limited
to, the ability to confirm and consummate a plan of reorganization
in accordance with the terms of the RSA; risks attendant to the
bankruptcy process, including Oasis’s ability to obtain court
approvals with respect to motions filed or other requests made to
the Bankruptcy Court throughout the course of the Chapter 11 Cases,
the outcomes of court rulings and the Chapter 11 Cases in general
and the length of time that the Company may be required to operate
in bankruptcy; the effects of the Chapter 11 Cases, including
increased legal and other professional costs necessary to execute
the Company’s reorganization, on the Company’s liquidity (including
the availability of operating capital during the pendency of the
Chapter 11 Cases), results of operations or business prospects; the
effectiveness of the overall restructuring activities pursuant to
the Chapter 11 Cases and any additional strategies that Oasis may
employ to address its liquidity and capital resources; the actions
and decisions of creditors, regulators and other third parties that
have an interest in the Chapter 11 Cases, which may interfere with
the ability to confirm and consummate a plan of reorganization;
restrictions on Oasis due to the terms of any debtor-in-possession
credit facility that it will enter into in connection with the
Chapter 11 Cases, including the DIP Facility, and restrictions
imposed by the applicable courts; the Company’s ability to achieve
its forecasted revenue and pro forma leverage ratio and generate
free cash flow to further reduce its indebtedness; the effects of
the
Chapter 11 Cases on the interests of various constituents;
conditions to which any debtor-in-possession financing, including
the DIP Facility, is subject and the risk that these conditions may
not be satisfied for various reasons, including for reasons outside
the Company’s control. All forward-looking statements are expressly
qualified in their entirety by this cautionary notice. The
forward-looking statements made by the Company speak only as of the
date on which they are made. Factors or events that could cause
Oasis’s actual results to differ may emerge from time to time.
Oasis disclaims any obligation to update or revise these statements
unless required by securities law, and you should not place undue
reliance on these forward-looking statements. Although Oasis
believes that its plans, intentions and expectations reflected in
or suggested by the forward-looking statements it makes are
reasonable, Oasis cannot give any assurance that these plans,
intentions or expectations will be achieved.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No. |
|
Description of Exhibit |
|
|
|
|
|
|
|
|
|
|
|
Restructuring Support Agreement, dated September 29,
2020. |
|
|
|
DIP Commitment Letter, dated September 29, 2020. |
|
|
|
Exit Commitment Letter, dated September 29, 2020. |
|
|
|
Amendment to Fourth Amended and Restated Employment Agreement
effective as of September 29, 2020 between Oasis Petroleum Inc. and
Thomas B. Nusz. |
|
|
|
Amendment to Fifth Amended and Restated Employment Agreement
effective as of September 29, 2020 between Oasis Petroleum Inc. and
Taylor L. Reid. |
|
|
|
Amendment to Third Amended and Restated Employment Agreement
effective as of September 29, 2020 between Oasis Petroleum Inc. and
Michael H. Lou. |
|
|
|
Amendment to Third Amended and Restated Employment Agreement
effective as of September 29, 2020 between Oasis Petroleum Inc. and
Nickolas J. Lorentzatos. |
|
|
|
Oasis Press Release, dated September 30, 2020. |
|
|
|
Cleansing Material. |
|
104 |
|
Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document. |
|
*Filed herewith
|
|
|
THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT,
INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED”
FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE
INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY
STATED IN SUCH FILING.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OASIS PETROLEUM INC.
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date: September 30, 2020 |
|
|
|
By: |
/s/ Nickolas J. Lorentzatos |
|
|
|
|
|
|
Nickolas J. Lorentzatos |
|
|
|
|
|
|
Executive Vice President, General Counsel and Corporate
Secretary |
