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SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
Delaware | 1311 | 80-0554627 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Houston, Texas 77002
(281) 404-9500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Chairman, President and Chief Executive Officer
Oasis Petroleum Inc.
1001 Fannin Street, Suite 1500
Houston, Texas 77002
(281) 404-9500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
David P. Oelman
Matthew R. Pacey
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
As soon as practicable after the effective date of this Registration Statement.
Large accelerated filero | Accelerated filero | Non-accelerated filerþ(Do not check if a smaller reporting company) | Smaller reporting companyo |
Title of Each Class of Securities to Be Registered | Amount to be Registered | Amount of Registration Fee (1) | ||||||||||
7.25% Senior Notes due 2019 | $ | 400,000,000 | $ | 46,440 | ||||||||
Guarantees of 7.25% Senior Notes due 2019 (2) | None (3) | |||||||||||
(1) | Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933. | |
(2) | Oasis Petroleum LLC, Oasis Petroleum North America LLC, Oasis Petroleum Marketing LLC and Oasis Well Services LLC, our existing material subsidiaries, will guarantee the notes being registered. | |
(3) | Pursuant to Rule 457(n) of the Securities Act of 1933, no registration fee is required for the Guarantees. |
State or Other | ||||
Jurisdiction of | IRS Employer | |||
Incorporation or | Identification | |||
Exact Name of Registrant Guarantors(1) | Formation | Number | ||
Oasis Petroleum LLC | Delaware | 20-8541479 | ||
Oasis Petroleum North America LLC | Delaware | 26-0188694 | ||
Oasis Petroleum Marketing LLC | Delaware | 45-2735679 | ||
Oasis Well Services LLC | Delaware | 45-2609441 | ||
(1) | The address for the Registrant Guarantors is 1001 Fannin Street, Suite 1500, Houston, TX 77002, and the telephone number for the Registrant Guarantors is (281) 404-9500. The Primary Industrial Classification Code for the Registrant Guarantors is 1311. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offering is not permitted.
Offer to Exchange
Up To $400,000,000 of
7.25% Senior Notes due 2019
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $400,000,000 of
7.25% Senior Notes due 2019
That Have Been Registered Under
The Securities Act of 1933
• | The terms of the new notes are identical to the terms of the old notes that were issued on February 2, 2011, except that the new notes will be registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights or provisions for additional interest. |
• | We are offering to exchange up to $400,000,000 of our old notes for new notes with materially identical terms that have been registered under the Securities Act of 1933 and are freely tradable. | ||
• | We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal amount of new notes. | ||
• | The exchange offer expires at 5:00 p.m., New York City time, on , 2011, unless extended. | ||
• | Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer. | ||
• | The exchange of new notes for old notes will not be a taxable event for U.S. federal income tax purposes. |
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• | business strategy; | ||
• | reserves; | ||
• | technology; | ||
• | cash flows and liquidity; | ||
• | financial strategy, budget, projections and operating results; | ||
• | oil and natural gas realized prices; | ||
• | timing and amount of future production of oil and natural gas; | ||
• | availability of drilling, completion and production equipment and materials; | ||
• | availability of qualified personnel; | ||
• | owning and operating a services company; | ||
• | the amount, nature and timing of capital expenditures, including future development costs; | ||
• | availability and terms of capital; | ||
• | drilling and completion of wells; | ||
• | infrastructure for salt water disposal; | ||
• | gathering, transportation and marketing of oil and natural gas; | ||
• | exploitation or property acquisitions; | ||
• | costs of exploiting and developing our properties and conducting other operations; | ||
• | general economic conditions; | ||
• | inclement weather conditions; | ||
• | competition in the oil and natural gas industry; | ||
• | effectiveness of our risk management activities; | ||
• | environmental liabilities; | ||
• | counterparty credit risk; | ||
• | governmental regulation and taxation of the oil and natural gas industry; | ||
• | developments in oil-producing and natural gas-producing countries; |
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• | uncertainty regarding our future operating results; | ||
• | estimated future net reserves and present value thereof; and | ||
• | plans, objectives, expectations and intentions contained in this prospectus that are not historical. |
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Exchange Offer | We are offering to exchange new notes for old notes. | |
Expiration Date | The exchange offer will expire at 5:00 p.m., New York City time, on , 2011, unless we decide to extend it. | |
Condition to the Exchange Offer | The registration rights agreement does not require us to accept old notes for exchange if the exchange offer, or the making of any exchange by a holder of the old notes, would violate any applicable law or interpretation of the staff of the Securities and Exchange Commission. The exchange offer is not conditioned on a minimum aggregate principal amount of old notes being tendered. | |
Procedures for Tendering Old Notes | To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call “DTC,” for tendering notes held in book-entry form. These procedures, which we call “ATOP,” require that (i) the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program, and (ii) DTC confirms that: | |
• DTC has received your instructions to exchange your notes, and • you agree to be bound by the terms of the letter of transmittal. | ||
For more information on tendering your old notes, please refer to the section in this prospectus entitled “Exchange Offer—Terms of the Exchange Offer,” “Exchange Offer—Procedures for Tendering,” and “Description of Notes—Book Entry; Delivery and Form.” | ||
Guaranteed Delivery Procedures | None. | |
Withdrawal of Tenders | You may withdraw your tender of old notes at any time prior to the expiration date. To withdraw, you must submit a notice of withdrawal by telegram, facsimile transmission or letter to the exchange agent using ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the exchange offer. Please refer to the section in this prospectus entitled “Exchange Offer—Withdrawal of Tenders.” |
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Acceptance of Old Notes and Delivery of New Notes | If you fulfill all conditions required for proper acceptance of old notes, we will accept any and all old notes that you properly tender in the exchange offer on or before 5:00 p.m. New York City time on the expiration date. We will return any old note that we do not accept for exchange to you without expense promptly after the expiration date and acceptance of the old notes for exchange. Please refer to the section in this prospectus entitled “Exchange Offer—Terms of the Exchange Offer.” | |
Fees and Expenses | We will bear expenses related to the exchange offer. Please refer to the section in this prospectus entitled “Exchange Offer—Fees and Expenses.” | |
Use of Proceeds | The issuance of the new notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under our registration rights agreement. | |
Consequences of Failure to Exchange Old Notes | If you do not exchange your old notes in this exchange offer, you will no longer be able to require us to register the old notes under the Securities Act of 1933 except in limited circumstances provided under the registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the old notes unless we have registered the old notes under the Securities Act of 1933, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act of 1933. | |
U.S. Federal Income Tax Consequences | The exchange of new notes for old notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read “Material United States Federal Income Tax Consequences.” | |
Exchange Agent | We have appointed U.S. Bank National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal to the exchange agent addressed as follows: U.S. Bank Corporate Trust Services, Attn: Lori Buckles, Specialized Finance Department, 60 Livingston Avenue St. Paul, Minnesota 55107. Eligible institutions may make requests by facsimile at (651) 495-8138 and may confirm facsimile delivery by calling (651) 495-3520. |
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Issuer | Oasis Petroleum Inc. | |
Securities Offered | $400 million aggregate principal amount of 7.25% senior notes due 2019. | |
Maturity | February 1, 2019. | |
Interest Payment Dates | Interest on the notes will be paid semi-annually in arrears on February 1 and August 1 and of each year commencing on August 1, 2011. Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note tendered in exchange thereof. | |
Guarantees | The payment of the principal, premium and interest on the new notes will be jointly and severally guaranteed on a senior unsecured basis by all of our existing material subsidiaries, and certain future subsidiaries. See “Description of Notes—Covenants—Subsidiary Guarantees.” | |
Ranking | The new notes will be our general senior unsecured obligations and will: | |
• rank senior in right of payment to any of our future subordinated indebtedness; | ||
• rankpari passuin right of payment with any of our existing and future senior indebtedness; | ||
• rank effectively junior in right of payment to all of our existing and futured secured indebtedness, including indebtedness under our revolving credit facility, to the extent of the value of the assets of our constituting collateral securing such indebtedness; and | ||
• rank effectively junior in right of payment to any indebtedness or liabilities of any of our subsidiaries that do not guarantee the notes. | ||
The guarantees will be the guarantors’ general senior unsecured obligations and will: |
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• rank senior in right of payment to any future subordinated indebtedness of such Subsidiary Guarantor; | ||
• rank pari passu in right of payment with any existing and future senior indebtedness of such Subsidiary Guarantor; and | ||
• rank effectively junior in right of payment to all existing and future secured indebtedness of such Subsidiary Guarantor (including any indebtedness under our revolving credit facility), to the extent of the value of the assets of such Subsidiary Guarantor constituting collateral securing such indebtedness. | ||
Optional Redemption | We will have the option to redeem the new notes, in whole or in part, at any time on or after February 1, 2015, in each case at the redemption prices described in this prospectus under the heading “Description of Notes—Optional Redemption,” together with any accrued and unpaid interest to the date of such redemption. | |
At any time prior to February 1, 2015, we may redeem the new notes, in whole or in part, at a redemption price plus an applicable “make-whole” premium described under “Description of Notes—Optional Redemption,” together with any accrued and unpaid interest to the date of such redemption. | ||
In addition, prior to February 1, 2014, we may, from time to time, redeem up to 35% of the aggregate principal amount of the notes with net cash proceeds of certain equity offerings at a redemption price equal to 107.25% of the principal amount of the new notes, plus any accrued and unpaid interest to the date of redemption. | ||
Mandatory Offers to Purchase | Upon the occurrence of a change of control, holders of the new notes will have the right to require us to purchase all or any portion of the new notes at a price equal to not less than 101% of the aggregate principal amount of the new notes repurchased, plus any accrued and unpaid interest, if any, on the new notes repurchased, to the date of purchase. In connection with certain asset dispositions, we will be required to use the net cash proceeds of the asset sale to make an offer to purchase the new notes at 100% of the principal amount, plus any accrued and unpaid interest, if any, to the date of purchase. | |
Certain Covenants | We will issue the new notes under an indenture, dated as of February 2, 2011, with U.S. Bank National Association, as trustee. The indenture, among other things, limits our and our restricted subsidiaries’ ability to: |
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• make investments; | ||
• incur additional indebtedness or issue preferred stock; | ||
• create liens; | ||
• sell assets; | ||
• enter into agreements that restrict dividends or other payments by restricted subsidiaries; | ||
• consolidate, merge or transfer all or substantially all of the assets of our company; | ||
• engage in transactions with our affiliates; | ||
• pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; and | ||
• create unrestricted subsidiaries. | ||
These covenants are subject to important exceptions and qualifications, which are described under “Description of Notes—Covenants.” However, most of the covenants will terminate if both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. assign the notes an investments grade rating and no default exists with respect to the notes. | ||
Transfer Restrictions; Absence of a Public Market for the New Notes | The new notes generally will be freely transferable, but will also be new securities for which there will not initially be a market. There can be no assurance as to the development or liquidity of any market for the new notes. We do not intend to apply for a listing of the new notes on any securities exchange or any automated dealer quotation system. | |
Risk Factors | Investing in the new notes involves risks. See “Risk Factors” beginning on page 8 for a discussion of certain factors you should consider in evaluating an investment in the new notes. |
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Period from | ||||||||||||||||||||
February 26, 2007 | ||||||||||||||||||||
(Inception) | ||||||||||||||||||||
Six Months Ended | Year Ended December 31, | through | ||||||||||||||||||
June 30, 2011 | 2010 | 2009 | 2008 | December 31, 2007 | ||||||||||||||||
Ratio of earnings to fixed charges (1) | 4.54 | 9.72 | — | — | — |
(1) | Due to our net pre-tax loss for the years ended December 31, 2009 and December 31, 2008 and for the period from February 26, 2007 (Inception) through December 31, 2007, the ratio coverage was less than 1:1. The Company would have needed additional earnings of $15.2 million, $34.4 million and $13.6 million for the years ended December 31, 2009 and December 31, 2008 and for the period from February 26, 2007 (Inception) through December 31, 2007, respectively, to achieve a coverage of 1:1. |
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• | selling assets; | ||
• | reducing or delaying capital investments; | ||
• | seeking to raise additional capital; or | ||
• | refinancing or restructuring our debt. |
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• | sell assets, including equity interests in our subsidiaries; | ||
• | pay distributions on, redeem or repurchase our common stock or redeem or repurchase our subordinated debt; | ||
• | make investments; | ||
• | incur or guarantee additional indebtedness or issue preferred stock; |
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• | create or incur certain liens; |
• | make certain acquisitions and investments; | ||
• | redeem or prepay other debt; | ||
• | enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; | ||
• | consolidate, merge or transfer all or substantially all of our assets; | ||
• | engage in transactions with affiliates; | ||
• | create unrestricted subsidiaries; | ||
• | enter into sale and leaseback transactions; and | ||
• | engage in certain business activities. |
• | would not be required to lend any additional amounts to us; | ||
• | could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable; | ||
• | may have the ability to require us to apply all of our available cash to repay these borrowings; or | ||
• | may prevent us from making debt service payments under our other agreements. |
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• | intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; | ||
• | was insolvent or rendered insolvent by reason of such incurrence; | ||
• | was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or | ||
• | intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature. |
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• | the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; | ||
• | the present saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent liabilities, on its existing debts as they become absolute and mature; or | ||
• | it could not pay its debts as they became due. |
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• | file an exchange offer registration statement with the SEC with respect to the exchange offer for the new notes, and | ||
• | have the exchange offer completed by the 360th day following issuance of the notes. |
• | will not be able to rely on the interpretation of the staff of the SEC, | ||
• | will not be able to tender its old notes in the exchange offer, and | ||
• | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the old notes unless such sale or transfer is made pursuant to an exemption from such requirements. |
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• | the exchange offer would violate any by applicable law or applicable interpretation of the staff of the SEC, or | ||
• | the exchange offer is not for any other reason completed by the 360th day following the date of issuance of the notes, or | ||
• | upon completion of the exchange offer, any initial purchaser shall so request in connection with any offering or sale of notes. |
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• | to delay accepting for exchange any old notes, | ||
• | to extend the exchange offer, or | ||
• | to terminate the exchange offer, |
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• | a book-entry confirmation of such old notes into the exchange agent’s account at DTC; and | ||
• | a properly transmitted agent’s message. |
• | any new notes that you receive will be acquired in the ordinary course of your business; | ||
• | you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes; | ||
• | you are not our “affiliate,” as defined in Rule 405 of the Securities Act of 1933; and | ||
• | if you are a broker-dealer that will receive new notes for your own account in exchange for old notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus (or to the extent permitted by law, make available a prospectus) in connection with any resale of such new notes. |
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• | all registration and filing fees and expenses; | ||
• | all fees and expenses of compliance with federal securities and state “blue sky” or securities laws; | ||
• | accounting fees, legal fees incurred by us, disbursements and printing, messenger and delivery services, and telephone costs; and | ||
• | related fees and expenses. |
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Period from | ||||||||||||||||||||
February 26, 2007 | ||||||||||||||||||||
(Inception) | ||||||||||||||||||||
Six Months Ended | Year Ended December 31, | through | ||||||||||||||||||
June 30, 2011 | 2010 | 2009 | 2008 | December 31, 2007 | ||||||||||||||||
Ratio of earnings to fixed charges (1) | 4.54 | 9.72 | — | — | — |
(1) | Due to our net pre-tax loss for the years ended December 31, 2009 and December 31, 2008 and for the period from February 26, 2007 (Inception) through December 31, 2007, the ratio coverage was less than 1:1. The Company would have needed additional earnings of $15.2 million, $34.4 million and $13.6 million for the years ended December 31, 2009 and December 31, 2008 and for the period from February 26, 2007 (Inception) through December 31, 2007, respectively, to achieve a coverage of 1:1. |
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• | be general unsecured, senior obligations of Oasis; | |
• | rank senior in right of payment to all existing and future subordinated indebtedness of Oasis; | |
• | rankpari passuin right of payment with any existing and future senior indebtedness of Oasis; | |
• | rank effectively junior in right of payment to Oasis’ existing and future secured indebtedness, including indebtedness under the Senior Credit Agreement, to the extent of the assets of Oasis constituting collateral securing that indebtedness; and | |
• | be unconditionally guaranteed by the Subsidiary Guarantors on a senior unsecured basis. |
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• | be a general unsecured, senior obligation of the applicable Subsidiary Guarantor; | |
• | rank senior in right of payment to all existing and future subordinated indebtedness of such Subsidiary Guarantor; | |
• | rankpari passuin right of payment with any existing and future senior indebtedness of such Subsidiary Guarantor; and | |
• | rank effectively junior in right of payment to all existing and future secured indebtedness of such Subsidiary Guarantor (including any Indebtedness under the Senior Credit Agreement), to the extent of the assets of such Subsidiary Guarantor constituting collateral securing that indebtedness. |
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Years | Redemption Price | |||
2015 | 103.625 | % | ||
2016 | 101.813 | % | ||
2017 and thereafter | 100.000 | % |
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• | “—Repurchase at the Option of Holders—Asset Sales;” | ||
• | “—Covenants—Restricted Payments;” | ||
• | “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;” | ||
• | “—Covenants—Dividend and Other Payment Restrictions Affecting Subsidiaries;” and | ||
• | “—Covenants—Transactions with Affiliates.” |
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(1) either: |
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• | you acquire the new notes in the ordinary course of your business; |
• | you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act of 1933) of such new notes in violation of the provisions of the Securities Act of 1933; and | ||
• | you are not our “affiliate” (within the meaning of Rule 405 under the Securities Act of 1933). |
• | in the over-the-counter market; | ||
• | in negotiated transactions; | ||
• | through the writing of options on the new notes or a combination of such methods of resale; | ||
• | at market prices prevailing at the time of resale; | ||
• | at prices related to such prevailing market prices; or | ||
• | at negotiated prices. |
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Oasis SEC filings (file no. 001-32886) | Period or date filed | |
Annual Report on Form 10-K | Year ended December 31, 2010 | |
Quarterly Reports on Form 10-Q | Quarters ended March 31, 2011 and June 30, 2011 | |
Current Reports on Form 8-K | Filed on January 24, 2011, January 28, 2011, February 2, 2011, February 18, 2011, March 28, 2011, May 11, 2011, June 22, 2011, June 24, 2011, July 15, 2011, August 3, 2011 (two Current Reports on Form 8-K filed) and September 2, 2011. | |
Definitive Proxy Statement on Schedule 14A | Filed on March 16, 2011 (those parts incorporated by reference in Oasis’s Annual Report on Form 10-K for the year ended December 31, 2010). |
1001 Fannin, Suite 1500
Houston, TX 77002
Telephone number: (281) 404-9500
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OLD 7.25% SENIOR NOTES DUE 2019
OF
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS
DATED , 2011
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
EXTENDED BY THE ISSUER.
• | DTC has received your instructions to tender your old notes; and | ||
• | you agree to be bound by the terms of this Letter of Transmittal. |
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(a) | the new notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of you, whether or not you are the holder; |
(b) | you have no arrangement or understanding with any person to participate in the distribution of old notes or new notes within the meaning of the Securities Act; |
(c) | you are not an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company; and |
(d) | if you are a broker-dealer, that you will receive the new notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities and that you acknowledge that you will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) in connection with any resale of such new notes. |
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administrators, trustees in bankruptcy and legal and personal representatives.
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INFORMATION NOT REQUIRED IN PROSPECTUS
(a) | The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Company under the Securities Act or the Exchange Act as indicated in parentheses: |
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Exhibit | ||
No. | Description of Exhibit | |
4.1 | Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A on May 19, 2010, and incorporated herein by reference). | |
4.2 | Indenture dated as of February 2, 2011 among the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on February 2, 2011, and incorporated herein by reference). | |
4.3 | Supplemental Indenture dated as of February 2, 2011 among the Company, the Guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on February 2, 2011, and incorporated herein by reference). | |
*4.4 | Supplemental Indenture dated as of September 19, 2011 among the Company, the Guarantors and U.S. Bank National Association, as trustee. | |
4.5 | Registration Rights Agreement dated as of February 2, 2011 among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K on February 2, 2011, and incorporated herein by reference). | |
*5.1 | Opinion of Vinson & Elkins L.L.P. | |
*12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
*23.1 | Consent of PricewaterhouseCoopers LLP. | |
*23.2 | Consent of W.D. Von Gonten & Co. | |
*23.3 | Consent of DeGolyer and MacNaughton. | |
*23.4 | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). | |
*24.1 | Powers of Attorney (included on each signature page hereto). | |
*25.1 | Statement of Eligibility on Form T-1 of U.S. Bank National Association. |
* | Filed herewith. | |
(b) | Financial Data Schedule. |
(a) | to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | |
(b) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that |
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which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(c) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(a) | any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424; | ||
(b) | any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants; | ||
(c) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and | ||
(d) | any other communication that is an offer in the offering made by such registrant to the purchaser. |
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OASIS PETROLEUM INC. | ||||
By: | /s/ Thomas B. Nusz | |||
Thomas B. Nusz | ||||
Chairman, President and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Thomas B. Nusz | Chairman, President and Chief | |||
Thomas B. Nusz | Executive Officer (Principal Executive Officer) | September 23, 2011 | ||
/s/ Taylor L. Reid | Executive Vice President, Chief | |||
Taylor L. Reid | Operating Officer and Director | September 23, 2011 | ||
/s/ Michael H. Lou | Executive Vice President and | |||
Michael H. Lou | Chief Financial Officer | September 23, 2011 | ||
(Principal Financial Officer) | ||||
/s/ Roy W. Mace | Senior Vice President and | |||
Roy W. Mace | Chief Accounting Officer | |||
(Principal Accounting Officer) | September 23, 2011 | |||
/s/ William J. Cassidy | ||||
William J. Cassidy | Director | September 23, 2011 | ||
/s/ Ted Collins, Jr. | ||||
Ted Collins, Jr. | Director | September 23, 2011 | ||
/s/ Michael McShane | Director | September 23, 2011 | ||
/s/ Douglas E. Swanson, Jr. | ||||
Douglas E. Swanson, Jr. | Director | September 23, 2011 | ||
/s/ Robert L. Zorich | ||||
Robert L. Zorich | Director | September 23, 2011 |
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Table of Contents
OASIS PETROLEUM LLC OASIS PETROLEUM NORTH AMERICA LLC OASIS PETROLEUM MARKETING LLC OASIS WELL SERVICES LLC | ||||
By: | /s/ Thomas B. Nusz | |||
Thomas B. Nusz | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Thomas B. Nusz | President and Chief Executive Officer | September 23, 2011 | ||
Thomas B. Nusz | (Principal Executive Officer) | |||
/s/ Michael H. Lou | Executive Vice President and | September 23, 2011 | ||
Michael H. Lou | Chief Financial Officer | |||
(Principal Financial Officer) | ||||
/s/ Roy W. Mace | Senior Vice President and | September 23, 2011 | ||
Roy W. Mace | Chief Accounting Officer | |||
(Principal Accounting Officer) |
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Exhibit | ||
No. | Description of Exhibit | |
4.1 | Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A on May 19, 2010, and incorporated herein by reference). | |
4.2 | Indenture dated as of February 2, 2011 among the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on February 2, 2011, and incorporated herein by reference). | |
4.3 | Supplemental Indenture dated as of February 2, 2011 among the Company, the Guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on February 2, 2011, and incorporated herein by reference). | |
*4.4 | Supplemental Indenture dated as of September 19, 2011 among the Company, the Guarantors and U.S. Bank National Association, as trustee. | |
4.5 | Registration Rights Agreement dated as of February 2, 2011 among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K on February 2, 2011, and incorporated herein by reference). | |
*5.1 | Opinion of Vinson & Elkins L.L.P. | |
*12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
*23.1 | Consent of PricewaterhouseCoopers LLP. | |
*23.2 | Consent of W.D. Von Gonten & Co. | |
*23.3 | Consent of DeGolyer and MacNaughton. | |
*23.4 | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). | |
*24.1 | Powers of Attorney (included on each signature page hereto). | |
*25.1 | Statement of Eligibility on Form T-1 of U.S. Bank National Association. |
* | Filed herewith. |
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