1001 Fannin StreetSuite
1500HoustonTexasSeptember 30, 20200001486159falseCommon StockOASThe
Nasdaq Stock Market LLC00014861592020-09-302020-09-30
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 30,
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 8.01 Other Events.
On September 30, 2020, the U.S. Bankruptcy Court for the Southern
District of Texas (the “Bankruptcy Court”) entered an interim order
approving the relief requested in the Debtors’ Emergency Motion for
Entry of Interim and Final Orders (I) Approving Notification and
Hearing Procedures for Certain Transfers of and Declarations of
Worthlessness with Respect to Stock, and (II) Granting Related
Relief, Docket No. 60 (the “NOL Order”). The NOL Order is designed
to assist Oasis Petroleum Inc. (the “Company”) and certain of the
Company’s wholly owned direct and indirect affiliates
(collectively, “Oasis”) in preserving certain of their tax
attributes by establishing, among other things, the procedures
(including notice requirements) that certain stockholders and
potential stockholders must comply with regarding transfers of, or
declarations of worthlessness with respect to, the Company’s common
stock, as well as certain obligations with respect to notifying
Oasis with respect to current stock ownership (the “Procedures”).
The terms and conditions of the Procedures were immediately
effective and enforceable upon entry of the NOL Order by the
Bankruptcy Court. Any actions in violation of the Procedures
(including the notice requirements) are null and void ab initio,
and (a) the person or entity making such a transfer will be
required to take remedial actions specified by Oasis to
appropriately reflect that such transfer of the Company’s common
stock is null and void ab initio and (b) the person or entity
making such a declaration of worthlessness with respect to the
Company’s common stock will be required to file an amended tax
return revoking such declaration and any related deduction to
reflect that such declaration is void ab initio. The foregoing
description of the NOL Order is not complete and is qualified in
its entirety by reference to the NOL Order.
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 |
|
|
|
|
|
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. |
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 |
