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): July 15, 2011
OASIS PETROLEUM INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-34776
(Commission File Number)
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80-0554627
(I.R.S. Employer
Identification No.) |
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1001 Fannin Street, Suite 1500
Houston, Texas
(Address of principal executive offices)
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77002
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
Oasis Petroleum Inc. (the “Company”) previously entered into an Indenture dated as of February 2,
2011 between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended
and supplemented by the first supplemental indenture among the Company, certain subsidiary
guarantors named therein and the Trustee, dated as of February 2, 2011, under which the Company
issued $400.0 million of 7.25% senior unsecured notes due 2019 (the “Notes”). The Notes were
offered and sold to qualified institutional buyers in reliance on Rule 144A and non-U.S. persons
under Regulation S. They have not been registered under the Securities Act of 1933, as amended, or
any state securities laws. Certain of the directly or indirectly wholly owned subsidiaries (the
“Guarantor Subsidiaries”) of the Company have guaranteed fully and unconditionally, on a joint and
several basis, the obligations of the Company to pay principal and interest under the Notes.
Pursuant to Rule 3-10 of Regulation S-X, the Company must disclose certain financial information
regarding the Guarantor Subsidiaries in connection with the registration of the Notes. This
Current Report on Form 8-K is being filed by the Company, in accordance with Rule 3-10 of
Regulation S-X, to add Note 19, Condensed Consolidating Financial Information, to the Notes to
Consolidated Financial Statements for the year ended December 31, 2010 and Note 13, Condensed
Consolidating Financial Information, to the Notes to Condensed Consolidated Financial Statements
for the quarter ended March 31, 2011. In accordance with the Securities and Exchange Commission (“SEC”) requirements, the Company has included in this Form
8-K the financial statements and supplementary data included in Item 8 to the Company’s Form
10-K for the year ended December 31, 2010 and the unaudited
financial statements included in Item 1 to the Company’s Form 10-Q for the quarter
ended March 31, 2011, in both cases in their entirety.
The Rule
3-10 financial information reflects the financial information related to the Guarantor Subsidiaries, as
described above, as guarantors of the Notes. Each of Item 8 of the Company’s Annual Report on Form
10-K for the year ended December 31, 2010 and Item 1 of the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2011 is being updated in its entirety to reflect this information
and is attached as Exhibit 99.1 and Exhibit 99.2 hereto,
respectively.
This Current Report on Form 8-K should be read in conjunction with the Company’s Annual Report on
Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, as well as the Company’s other filings with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description of Exhibit |
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23.1 |
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Consent of PricewaterhouseCoopers LLP |
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99.1 |
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Item 8, Annual Report on Form 10-K for the year ended December
31, 2010 — Financial Statements and Supplementary Data |
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99.2 |
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Item 1, Quarterly Report on Form 10-Q for the quarter ended
March 31, 2011 — Financial Statements (Unaudited) |