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): February 27, 2018
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))









Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On February 26, 2018 , Oasis Petroleum Inc. (the "Company") entered into an amendment to its Second Amended and Restated Credit Agreement with its bank syndicate (the “Amendment”) in order to increase the aggregate elected commitment amounts of the lenders from $1,150.0 million to $1,350.0 million and to add two new lenders to the bank group. The next redetermination of the Company’s borrowing base is scheduled for April 1, 2018.
The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2018 , Oasis Petroleum Inc. (the “Company”) announced its results for the quarter and year ended December 31, 2017 . A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits .
 
 
 
Exhibit No.
  
Description of Exhibit
 
 
 
 
Eleventh Amendment to Second Amended and Restated Credit Agreement, dated as of February 26, 2018, by and among Oasis Petroleum North America LLC, as borrower, the guarantors party thereto, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto.
 
 
  
Press Release dated February 27, 2018.
 
 
 
THE INFORMATION CONTAINED IN THIS CURRENT REPORT, INCLUDING THE EXHIBIT 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: February 27, 2018
 
 
 
By:
 
/s/ Nickolas J. Lorentzatos
 
 
 
 
 
 
Nickolas J. Lorentzatos
 
 
 
 
 
 
Executive Vice President, General Counsel and Corporate Secretary






EXHIBIT 10.1
Execution Version

ELEVENTH AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF FEBRUARY 26, 2018
AMONG
OASIS PETROLEUM NORTH AMERICA LLC,
AS BORROWER,
THE GUARANTORS,
WELLS FARGO BANK, N.A.,
AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND
THE LENDERS PARTY HERETO





1



ELEVENTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Eleventh Amendment ”) dated as of February 26, 2018, is among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (the “ Borrower ”); the Guarantors listed on the signature pages hereto; each of the Lenders party hereto; and WELLS FARGO BANK, N.A. (individually, “ Wells Fargo Bank ”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) and as the issuing bank (in such capacity, the “ Issuing Bank ”).
R E C I T A L S :
A. Parent, OP LLC, the Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of April 5, 2013, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of September 3, 2013, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of September 30, 2014, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of April 13, 2015, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of November 13, 2015, that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of February 23, 2016, that certain Sixth Amendment to Amended and Restated Credit Agreement dated as of August 8, 2016, that certain Seventh Amendment to Second Amended and Restated Credit Agreement dated as of October 14, 2016, that certain Eighth Amendment to Credit Agreement dated as of April 10, 2017, that certain Ninth Amendment to Second Amended and Restated Credit Agreement dated as of September 25, 2017, and that certain Consent and Tenth Amendment to Credit Agreement dated as of November 6, 2017 (the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B.    The Borrower, the Guarantors, the Administrative Agent and the Lenders desire to amend certain provisions of the Credit Agreement, including providing for an increase of the Aggregate Elected Commitment Amounts to $1,350,000,000 effective as of the Eleventh Amendment Effective Date (as defined below), as set forth herein.
C.    The Borrower has requested that Goldman Sachs Bank USA and Morgan Stanley Bank, N.A. (each, a “ New Lender ” and, collectively, the “ New Lenders ”), become Lenders under the Credit Agreement with a Maximum Credit Amount and an Elected Commitment in the amount as shown on Annex I to the Credit Agreement (as amended hereby).
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Eleventh Amendment. Unless otherwise indicated, all section references in this Eleventh Amendment refer to sections of the Credit Agreement.
Section 2.     Amendments to Credit Agreement . In reliance on the representations, warranties, covenants and agreements contained in this Eleventh Amendment, and subject to the conditions precedent contained in Section 5 hereof, the Credit Agreement shall be amended effective as of the date hereof in the manner provided in this Section 2 .
2.1     Amendments to Section 1.02 (Certain Defined Terms) .
(a)    The following definitions contained in Section 1.02 of the Credit Agreement are hereby amended and restated as follows:




“ Aggregate Elected Commitment Amounts ” at any time shall equal the sum of the Elected Commitments, as the same may be increased, reduced or terminated pursuant to Section 2.06(c) . As of the Eleventh Amendment Effective Date, the Aggregate Elected Commitment Amounts are $1,350,000,000.
“ Agreement ” means this Second Amended and Restated Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, Tenth Amendment and the Eleventh Amendment and as the same may be further amended or supplemented from time to time.
“ Trigger Date ” means the first date on which the Aggregate Elected Commitment Amounts exceed $1,350,000,000.
(b)    The following definitions are hereby added to Section 1.02 of the Credit Agreement where alphabetically appropriate to read as follows:
“ Eleventh Amendment ” means that certain Eleventh Amendment to Second Amended and Restated Credit Agreement, dated as of February 26, 2018 among the Borrower, the Guarantors, the Administrative Agent, the Issuing Bank and the Lenders party thereto.
“ Eleventh Amendment Effective Date ” means February 26, 2018.
2.2     Amendment to Section 12.11(a) Section 12.11(a) of the Credit Agreement is hereby amended by adding the following at the end thereof: “provided, that for purposes of this clause, the term “Affiliate” shall not include any Industry Competitor,”.
2.3     Amendment to Exhibit F . Section 1.2 of Annex I to Exhibit F is hereby amended by (a) deleting the word “and” prior to clause (a)(v) thereof and (b) inserting the following immediately clause (a)(v): “and (vi) such Assignee is not an Industry Competitor;”.
2.4     Replacement of Annex I . Annex I to the Credit Agreement is hereby replaced in its entirety with Annex I attached hereto and Annex I attached hereto shall be deemed to be attached as Annex I to the Credit Agreement. After giving effect to this Eleventh Amendment and any Borrowings made on the Eleventh Amendment Effective Date, (a) each Lender (including each New Lender) who holds Loans in an aggregate amount less than its Applicable Percentage (after giving effect to this Eleventh Amendment) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage (after giving effect to this Eleventh Amendment), (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Credit Exposure applicable to each Lender equals its Applicable Percentage (after giving effect to this Eleventh Amendment) of the aggregate Revolving Credit Exposure of all Lenders and (d) the Borrower shall be required to make any break-funding payments required under Section 5.02 of the Credit Agreement resulting from the Loans and adjustments described in this Section 2.2 .
Section 3.     Aggregate Elected Commitment Amounts . Effective as of the Eleventh Amendment Effective Date, the Aggregate Elected Commitment Amounts shall be increased to $1,350,000,000.00, and the Borrower and the Lenders agree and acknowledge that the Elected Commitment of each Lender shall be as more particularly set forth on Annex I attached hereto.
Section 4.     New Lenders . Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement as amended hereby, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers

2


and discretion under the Credit Agreement as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Eleventh Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Eleventh Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Eleventh Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of a Lender thereunder.
Section 5.     Conditions Precedent . This Eleventh Amendment shall become effective as of the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “ Eleventh Amendment Effective Date ”):
5.1     Executed Counterparts of Eleventh Amendment . The Administrative Agent shall have received from the Borrower, each Guarantor and the Majority Lenders (including each New Lender and each other Lender increasing its Elected Commitment pursuant to this Eleventh Amendment) counterparts (in such number as may be requested by the Administrative Agent) of this Eleventh Amendment signed on behalf of such Person.
5.2     Corporate Deliverables . The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Parent, OP LLC, the Borrower and each other Guarantor setting forth (a) resolutions of its board of directors or other appropriate governing body with respect to the authorization of the Parent, OP LLC, the Borrower or such Guarantor to execute and deliver this Eleventh Amendment and to enter into the transactions contemplated hereby, (a) a certificate of incumbency of all officers of Parent, OP LLC, the Borrower and each other Guarantor and each other Credit Party who will be authorized to execute or attest to any Loan Document, including this Third Amendment, and (a) the articles or certificate of incorporation and by-laws or other applicable organizational documents of the Parent, OP LLC, the Borrower and such Guarantor, certified as being true and complete.
5.3     No Default . No Default shall have occurred and be continuing as of the date hereof prior to and after giving effect to the terms of this Eleventh Amendment.
5.4     Fees . The Borrower shall have paid all amounts required to be paid pursuant that certain fee letter among the Borrower and the Administrative Agent dated as of the Eleventh Amendment Effective Date.
5.5     Further Assurances . The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.
The Administrative Agent is hereby authorized and directed to declare this Eleventh Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Section 6.     Miscellaneous .
6.1     Confirmation and Effect . The provisions of the Credit Agreement, as amended by this Eleventh Amendment, shall remain in full force and effect following the effectiveness of this Eleventh Amendment. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby.

3


6.2     No Waiver . Neither the execution by the Administrative Agent or the Lenders of this Eleventh Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the date of the effectiveness of Eleventh Amendment or which may occur in the future under the Credit Agreement and/or the other Loan Documents. Similarly, nothing contained in this Eleventh Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except as expressly provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument.
6.3     Ratification and Affirmation; Representations and Warranties . Each Credit Party hereby (a) acknowledges the terms of this Eleventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Eleventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
6.4     Counterparts . This Eleventh Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Eleventh Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
6.5     No Oral Agreement . This Eleventh Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.
6.6     GOVERNING LAW . THIS ELEVENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6.7     Payment of Expenses . In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Eleventh Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
6.8     Severability . Any provision of this Eleventh Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.9     Successors and Assigns . This Eleventh Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4


6.10     Loan Document . This Eleventh Amendment shall constitute a “Loan Document” under and as defined in Section 1.02 of the Credit Agreement.
6.11     No Novation . The parties hereto agree that this Eleventh Amendment does not in any way constitute a novation of the existing Credit Agreement, but is an amendment of the Credit Agreement.
[ Signatures Begin Next Page ]


5


IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Amendment to be duly executed as of the date first written above.
BORROWER:
OASIS PETROLEUM NORTH AMERICA LLC



By:     /s/ Michael Lou    
Name:    Michael Lou
Title:    Executive Vice President and Chief
Financial Officer


GUARANTORS:
OASIS PETROLEUM INC.
OASIS PETROLEUM LLC
OASIS PETROLEUM MARKETING LLC
OASIS WELL SERVICES LLC
OASIS MIDSTREAM SERVICES LLC
OMS HOLDINGS LLC


By:     /s/ Michael Lou    
Name:    Michael Lou
Title:    Executive Vice President and Chief
Financial Officer

OMP GP LLC

By:     /s/ Michael Lou    
Name:    Michael Lou
Title:    President






Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



ADMINISTRATIVE AGENT,
ISSUING BANK AND LENDER:
WELLS FARGO BANK, N.A.,
as Administrative Agent, Issuing Bank and as a Lender


By:     /s/ Greg Smothers    
Name:    Greg Smothers
Title:    Director


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



LENDERS:
CITIBANK, N.A., as a Lender


By:     /s/ Cliff Vaz    
Name:    Cliff Vaz
Title:    Vice President


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



JPMORGAN CHASE BANK, N.A.,
as a Lender


By:     /s/ Anson Williams    
Name:    Anson Williams
Title:    Authorized Officer

Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



ROYAL BANK OF CANADA, as a Lender


By:     /s/ Jay T. Sartain    
Name:    Jay T. Sartain
Title:    Authorized Signatory


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender


By:     /s/ Kristin N. Oswald    
Name:    Kristin N. Oswald
Title:    Vice President


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



COMPASS BANK, as a Lender


By:     /s/ Kari McDaniel    
Name:    Kari McDaniel
Title:    Vice President


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH,
as a Lender


By:     /s/ Trudy Nelson    
Name:    Trudy Nelson
Title:    Authorized Signatory


By:     /s/ Robert Long    
Name:    Robert Long
Title:    Authorized Signatory


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)




DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender


By:     /s/ Maria Guinchard    
Name:    Maria Guinchard
Title:    Vice President


By:     /s/ Marcus Tarkington    
Name:    Marcus Tarkington
Title:    Director


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



ING CAPITAL LLC, as a Lender


By:     /s/ Josh Strong    
Name:    Josh Strong
Title:    Director


By:     /s/ Scott Lamoreaux    
Name:    Scott Lamoreaux
Title:    Director


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



CITIZENS BANK, N.A., as a Lender


By:     /s/ Scott Donaldson    
Name:    Scott Donaldson
Title:    Senior Vice President


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)




ZB, N.A. DBA AMEGY BANK, as a Lender


By:     /s/ Josh Moffitt    
Name:    Josh Moffitt
Title:    Vice President


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



BOKF, NA dba Bank of Texas, as a Lender


By:     /s/ Mari Salazar    
Name:    Mari Salazar
Title:    SVP – Energy Lending


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



BRANCH BANKING AND TRUST COMPANY,
as a Lender


By:     /s/ Ryan K. Michael    
Name:    Ryan K. Michael
Title:    Senior Vice President

    

Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH,
as a Lender


By:     /s/ Nupur Kumar    
Name:    Nupur Kumar
Title:    Authorized Signatory


By:     /s/ Sophie Bulliard    
Name:    Sophie Bulliard
Title:    Authorized Signatory


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



REGIONS BANK, as a Lender


By:     /s/ Hongfei (Iris) Zhang    
Name:    Hongfei (Iris) Zhang
Title:    Director


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



IBERIABANK, as a Lender


By:     /s/ Stacey Goldstein    
Name:    Stacey Goldstein
Title:    Senior Vice President



Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)




Goldman Sachs Bank USA, as a New Lender


By:     /s/ Josh Rosenthal    
Name:    Josh Rosenthal
Title:    Authorized Signatory



Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)




Morgan Stanley Bank, N.A., as a New Lender


By:     /s/ Michael King    
Name:    Michael King
Title:    Authorized Signatory


Signature Page to
Eleventh Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)



ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS
AND
ELECTED COMMITMENTS

Aggregate Maximum Credit Amounts and
Aggregate Elected Commitment Amounts

Name of Lender
Applicable Percentage
Maximum
Credit Amount
Elected Commitment
Wells Fargo Bank, N.A.
10.0267152600
%

$250,667,881.48


$135,360,656.00

Citibank, N.A.
9.2592592590
%

$231,481,481.48


$125,000,000.00

JPMorgan Chase Bank, N.A.
9.2592592590
%

$231,481,481.48


$125,000,000.00

Royal Bank of Canada
9.2592592590
%

$231,481,481.48


$125,000,000.00

Capital One, National Association
5.1851851850
%

$129,629,629.63


$70,000,000.00

Canadian Imperial Bank Of Commerce, New York Branch
5.1851851850
%

$129,629,629.63


$70,000,000.00

Citizens Bank, N.A.
5.1851851850
%

$129,629,629.63


$70,000,000.00

Compass Bank
5.1851851850
%

$129,629,629.63


$70,000,000.00

Deutsche Bank AG New York Branch
5.1851851850
%

$129,629,629.63


$70,000,000.00

ING Capital LLC
5.1851851850
%

$129,629,629.63


$70,000,000.00

U.S. Bank National Association
4.7480267160
%

$118,700,667.89


$64,098,360.66

BOKF, National Association DBA Bank of Texas
3.1851851850
%

$79,629,629.63


$43,000,000.00

Branch Banking and Trust Company
3.1851851850
%

$79,629,629.63


$43,000,000.00

Credit Suisse AG, Cayman Islands Branch
3.1851851850
%

$79,629,629.63


$43,000,000.00

Goldman Sachs Bank USA
3.1851851850
%

$79,629,629.63


$43,000,000.00

Morgan Stanley Bank, N.A.
3.1851851850
%

$79,629,629.63


$43,000,000.00

Regions Bank
3.1851851850
%

$79,629,629.63


$43,000,000.00

Amegy Bank National Association
2.7929568910
%

$69,823,922.28


$37,704,918.03

Comerica Bank
2.7929568910
%

$69,823,922.28


$37,704,918.03

Iberiabank
1.639344243
%

$40,983,606.07


$22,131,147.28

         TOTAL
100.00%

$2,500,000,000.00


$1,350,000,000.00






Exhibit 99.1
Oasis Petroleum Inc. Announces Quarter and Year Ending December 31, 2017 Earnings and Provides an Operational Update and 2018 Outlook
Houston, Texas — February 27, 2018 — Oasis Petroleum Inc. (NYSE: OAS) (“Oasis” or the “Company”) today announced financial and operational results for the quarter and year ended December 31, 2017 and provided its 2018 outlook.
Highlights
•
Exceeded average da ily production exit target for 2017 with 73,207 barrels of oil equivalent per day (“Boepd”) in the fourth quarter of 2017 and produced 66,144 Boepd for the year ended December 31, 2017 .
•
Decreased lease operating expenses per Boe to $6.42 per Boe for the quarter ended December 31, 2017 .
•
Completed and placed on production 88 gross ( 58.3 net) operated wells while investing $517.3 million of E&P capital expenditures (“E&P CapEx”), which excludes acquisitions, other capital and midstream capital, during 2017 .
•
Acquired approximately 22,000 net acres in the over-pressured oil window of the Delaware Basin. The acquisition was announced in late 2017 and subsequently closed on February 14, 2018 .
•
More than doubled core net inventory from 483 net undeveloped locations at December 31, 2016 to 1,092 net undeveloped locations at December 31, 2017 , due to the expansion of the Company’s core footprint in the Williston Basin into much of Painted Woods and its entry in the Delaware Basin.
•
Oasis Midstream Partners LP (“ OMP ”) completed its initial public offering resulting in net proceeds distributed to Oasis of $132.1 million .
•
Commenced investment in second Wild Basin gas plant with a total capacity of 200 million standard cubic feet per day to service gas production from its highly economic inventory. OMP invested $94.7 million of capital in the second gas plant and $105.6 million of total capital expenditures in 2017. The Company invested $235.1 million in capital expenditures in midstream assets (“Midstream CapEx”) in 2017, including the $105.6 million attributable to OMP.
•
Successfully launched operations with second Oasis Well Services fracturing crew.
•
Net cash provided by operating activities was $507.9 million for the year ended December 31, 2017 and $209.1 million for the fourth quarter of 2017 . Adjusted EBITDA, a non-GAAP financial measure, was $707.7 million for the year ended December 31, 2017 and $236.2 million for the fourth quarter of 2017 . For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss) including non-controlling interests and net cash provided by operating activities, see “Non-GAAP Financial Measures” below.

“2017 was a tremendous year for Oasis. We successfully grew production 31% while spending within cash flow on the E&P side of the business,” said Thomas B. Nusz, Oasis’ Chairman and Chief Executive Officer. “Our Williston Basin position continues to generate top-in-class cash margins, which drives strong corporate level returns. We have supplemented our highly economic Williston Basin asset with the Forge acquisition located in the best part of the Delaware Basin. The depth of our core inventory increased organically in the Bakken and through our accretive Permian acquisition. We now have approximately 18 years of core and extended core inventory at our 2018 completion pace, which is economic at or below a $45 WTI oil price. In 2018 and 2019, we expect this capital efficient inventory to drive 15-20% production growth within cash flow on the E&P business.”
“Our well services and midstream businesses continue to be critical complements of our E&P operations. We introduced a second fracturing crew midyear 2017 and successfully completed the IPO of OMP in September,” added Nusz. “Oasis funded its Midstream CapEx in 2017 through OMP IPO proceeds of $132.1 million distributed to Oasis and capital spent at OMP of $105.6 million. Our midstream business has numerous highly attractive midstream investment opportunities in 2018, both in the Williston and potentially in the Delaware, all of which we expect will generate strong returns and will be built within 4-5x EBITDA multiples. Oasis plans to invest $235 million to $275 million in Midstream CapEx in 2018, of which $72 million to $90 million will be funded by OMP in 2018, and the balance is expected to be funded over time through OMP via drops.”
Inventory and Leasehold Update
Oasis’ total inventory increased to 2,578 net locations, of which 1,092 net locations are considered core. Core net undeveloped locations increased by 126%, from 483 net undeveloped locations at December 31, 2016 to 1,092 net undeveloped locations currently. Of the Company’s 1,092 core net locations, 585 are in the Williston Basin and 507 are in the Delaware Basin.
Oasis ended the year with a leasehold position of approximately 503,000 net acres in the Williston Basin, and, as of February 14, 2018 , with a leasehold position in the Delaware Basin of approximately 22,000 net acres.

1


2018 Plan
Highlights for 2018 include:
•
Total E&P CapEx plan of approximately $815 million to $855 million , excluding acquisitions.
◦
Williston Basin - $700 million to $730 million
◦
Delaware Basin - $115 million to $125 million
•
Completing approximately 100 to 110 gross operated wells with a working interest of approximately 73% in the Williston Basin and approximately six to eight  gross operated wells with high working interest in the Delaware Basin in 2018 .
Metric
Range
Production (Boepd)
 
Full Year 2018
80,000 to 83,000
1st Quarter 2018
75,000 to 77,000
Full Year Financial Metrics
 
LOE ($ per Boe)
$7.00 to $7.50
Marketing, transportation and gathering (“MT&G”) ($ per Boe) (1)
$2.75 to $3.00
General and administrative (“G&A”) ($ in millions) (2)
$105 to $115
Production taxes (% of oil and gas revenue)
8.1% to 8.4%
2018 CapEx Plan ($ in millions)
 
E&P CapEx
$815 - $855
Midstream CapEx
235 - 275
Other (3)
40
__________________ 
(1)
Excludes the effect of non-cash valuation charges.
(2)
Includes non-cash amortization of restricted stock of approximately $30 to $32 million.
(3)
Includes capitalized interest, OWS and administrative capital.



2


Operational and Financial Update
Select operational and financial statistics are included in the following table for the periods presented:
 
Quarter Ended:
 
Year Ended:
 
12/31/2017
 
9/30/2017
 
12/31/2017
 
12/31/2016
Production data:
 
 
 
 
 
 
 
Oil (Bopd)
57,238

 
51,825

 
51,557

 
41,459

Natural gas (MMcfpd)
95,812

 
85,800

 
87,522

 
53,478

Total production (Boepd)
73,207

 
66,125

 
66,144

 
50,372

Percent Oil
78.2
%
 
78.4
%
 
77.9
%
 
82.3
%
Average sales prices:
 
 
 
 
 
 
 
Oil, without derivative settlements ($ per Bbl)
$
54.97

 
$
46.35

 
$
48.52

 
$
38.64

Differential to NYMEX West Texas Intermediate crude oil index prices (“WTI”) ($ per Bbl)
0.50

 
1.82

 
2.60

 
4.76

Oil, with derivative settlements ($ per Bbl) (1)(2)
53.41

 
47.93

 
48.00

 
46.68

Oil derivative settlements - net cash receipts (payments) ($ in millions) (2)
(8.2
)
 
7.5

 
(9.8
)
 
122.0

Natural gas, without derivative settlements ($ per Mcf) (3)
4.64

 
3.50

 
3.81

 
1.99

Natural gas, with derivative settlements ($ per Mcf) (1)(2)(3)
4.72

 
3.58

 
3.86

 
1.99

Natural gas derivative settlements - net cash receipts ($ in millions) (2)
0.7

 
0.6

 
1.5

 
—

Selected financial data ($ in millions):
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Oil
$
289.5

 
$
221.0

 
$
913.1

 
$
586.3

Natural gas
40.9

 
27.6

 
121.8

 
38.9

Purchased oil and gas sales
31.1

 
21.2

 
88.0

 
10.3

Midstream revenues
23.8

 
18.8

 
72.8

 
35.4

Well services revenues
19.2

 
16.1

 
52.8

 
33.8

Total revenues
$
404.5

 
$
304.7

 
$
1,248.5

 
$
704.7

Net cash provided by operating activities
$
209.1

 
$
88.9

 
$
507.9

 
$
228.0

Adjusted EBITDA
$
236.2

 
$
179.6

 
$
707.7

 
$
500.3

Select operating expenses:
 
 
 
 
 
 
 
LOE
$
43.3

 
$
45.3

 
$
177.1

 
$
135.4

Midstream operating expenses
6.7

 
4.3

 
17.6

 
9.0

Well services operating expenses (5)
13.4

 
10.3

 
37.2

 
20.7

MT&G (4)
19.0

 
15.2

 
56.6

 
29.5

Non-cash valuation charges
(1.3
)
 
(0.2
)
 
(0.8
)
 
0.6

Purchased oil and gas expenses
31.6

 
21.7

 
89.3

 
10.3

Production taxes
27.8

 
21.1

 
88.1

 
56.6

Depreciation, depletion and amortization (“DD&A”)
146.6

 
132.3

 
530.8

 
476.3

Total select operating expenses
$
287.1

 
$
250.0

 
$
995.9

 
$
738.4

Select operating expenses data:
 
 
 
 
 
 
 
LOE ($ per Boe)
$
6.42

 
$
7.45

 
$
7.34

 
$
7.35

MT&G ($ per Boe) (4)
2.83

 
2.50

 
2.34

 
1.60

DD&A ($ per Boe)
21.76

 
21.75

 
21.99

 
25.84

E&P G&A ($ per Boe)
2.93

 
2.93

 
3.21

 
4.28

Production taxes (% of oil and gas revenue)
8.4
%
 
8.5
%
 
8.5
%
 
9.1
%
__________________ 
(1)
Realized prices include gains or losses on cash settlements for commodity derivatives, which do not qualify for or were not designated as hedging instruments for accounting purposes.

3


(2)
Cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
(3)
Natural gas prices include the value for natural gas and natural gas liquids.
(4)
Excludes non-cash valuation charges on pipeline imbalances and purchased oil and gas expenses.
(5)
For the year ended December 31, 2017 , certain well services direct field labor compensation expenses are included in well services operating expenses on our Consolidated Statements of Operations, which were previously recognized in general and administrative expenses on our Consolidated Statements of Operations. For the years ended December 31, 2016 and 2015, well services operating expenses have been adjusted to include $2.9 million and $3.7 million , respectively, which were previously recognized in general and administrative expenses on our Consolidated Statements of Operations.
G&A expenses for the fourth quarter of 2017 totaled $24.6 million , and for the year ended December 31, 2017 , G&A totaled $91.8 million . G&A expenses for the Company’s E&P segment totaled $19.7 million for the fourth quarter of 2017 and $77.6 million for the full year of 2017 . E&P G&A expenses were $2.93 per Boe for the fourth quarter of 2017 and $3.21 per Boe for the full year of  2017 . Amortization of equity-based compensation, which is included in G&A expenses, was $6.1 million , or $0.90 per Boe, for the fourth quarter of  2017 and $26.5 million , or $1.10 per Boe, for the full year of 2017 .
Interest expense was $36.3 million for the fourth quarter of 2017 and $146.8 million for the full year of 2017 . Capitalized interest totaled $4.0 million for the fourth quarter of 2017 and $12.8 million for the full year of 2017 . Cash interest totaled $35.9 million for the fourth quarter of 2017 and $142.6 million for the full year of 2017 . For a definition of Cash Interest and a reconciliation of interest expense to Cash Interest, see “Non-GAAP Financial Measures” below.
For the three months ended December 31, 2017 , the Company recorded an income tax benefit of $202.8 million , resulting in an effective tax rate of 271.5% as a percentage of its pre-tax loss for the quarter. The Company’s income tax benefit for the year ended December 31, 2017 was recorded at $203.3 million , or 268.0% of its pre-tax loss . Fourth quarter 2017 results included a benefit of $171.9 million related to the re-measurement of the Company’s net deferred tax liabilities due to the recently enacted Tax Cuts and Jobs Act.
The Company reported net income attributable to Oasis of $124.6 million in the fourth quarter of 2017 . For the full year of 2017 , Oasis reported net income attributable to Oasis of $123.8 million . Excluding certain non-cash items and their tax effect in the fourth quarter of 2017 and the full year of 2017 , Adjusted Net Income Attributable to Oasis (non-GAAP) was  $27.1 million , o r  $0.12  per diluted share, and $4.9 million , or $0.02 per diluted share, respectively. For a definition of Adjusted Net Income (Loss) Attributable to Oasis and a reconciliation of net income (loss) attributable to Oasis to Adjusted Net Income (Loss) Attributable to Oasis, see “Non-GAAP Financial Measures” below.
The Company completed and placed on productio n 88 gross ( 58.3 net) o perated wells du ring 2017 and 36 gross ( 22.4 net) during the fourth quarter of 2017 .
Capital Expenditures
The following table depicts the Company’s CapEx for the year ended December 31, 2017 :
 
2017
CapEx ($ in millions)
 
E&P (excluding acquisitions)
$
517.3

Well Services
12.5

Other (1)
17.3

Total CapEx before acquisitions and midstream
547.1

Midstream
235.1

Total CapEx before acquisitions
782.2

Acquisitions
54.0

Total CapEx (2)
$
836.2

__________________ 
(1)
Other CapEx includes such items as administrative capital and capitalized interest.
(2)
CapEx (including acquisitions and midstream) reflected in the table above differs from the amounts shown in the statement of cash flows in the Company’s consolidated financial statements because amounts reflected in the table above include changes in accrued liabilities from the previous reporting period for CapEx, while the amounts presented in the statement of cash flows are presented on a cash basis.

4


Estimated Net Proved Reserves
The Company’s estimated net proved reserves and related PV-10 are based on reports prepared by DeGolyer and MacNaughton, independent reserve engineers. The table below summarizes the Company’s estimated net proved reserves and related PV-10 at December 31, 2017 :
 
 
December 31, 2017
 
 
Net Estimated Reserves (MMBoe)
 
PV-10 (1)  (in millions)
Proved Developed
 
200.8

 
$
2,600.4

Undeveloped
 
111.4

 
1,083.3

Total Proved
 
312.2

 
$
3,683.7

__________________ 
(1)
PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effect of income taxes on discounted future net cash flows.
Liquidity and Balance Sheet
As of December 31, 2017 , Oasis had cash and cash equivalents of $16.7 million . In addition, Oasis had $70.0 million of borrowings and $10.5 million of outstanding letters of credit issued under the Oasis credit facility and $78.0 million of borrowings under the OMP credit facility, resulting in an unused borrowing base capacity of $1,191.5 million for both revolving credit facilities as of December 31, 2017 .
On December 13, 2017 , the Company completed a public offering resulting in net proceeds of $302.6 million , after deducting underwriting discounts and commissions and offering expenses, which was raised to fund a portion of its acquisition in the Delaware Basin, but was initially used to repay borrowings from the Oasis credit facility. On February 14, 2018, the Company borrowed $502.0 million under the Oasis credit facility to fund cash due at closing of the acquisition.
On February 26, 2018 , the Company entered into an amendment to the Oasis credit facility, resulting in the aggregate elected commitment being increased from $1,150.0 million to $1,350.0 million . The next redetermination of the borrowing base for the Oasis credit facility is scheduled for April 1, 2018. The OMP credit facility has a current borrowing capacity of $200.0 million .

5


Hedging Activity
As of February 27, 2018 , the Company had the following outstanding commodity derivative contracts, all of which are priced relative to WTI crude oil index prices and settle monthly:
Crude oil (Volume in Mbopd)
 
1H18
 
2H18
 
1H19
 
2H19
Swaps
 
 
 
 
 
 
 
 
Volume
 
43.5

 
37.0

 
13.0

 
13.0

Price
 
$
52.31

 
$
51.45

 
$
53.47

 
$
53.47

Collars
 
 
 
 
 
 
 
 
Volume
 
3.0

 
3.0

 
—

 
—

Floor
 
$
48.67

 
$
48.67

 
$
—

 
$
—

Ceiling
 
$
53.07

 
$
53.07

 
$
—

 
$
—

3-way
 
 
 
 
 
 
 
 
Volume
 
—

 
—

 
3.0

 
3.0

Sub-Floor
 
$
—

 
$
—

 
$
40.00

 
$
40.00

Floor
 
$
—

 
$
—

 
$
50.00

 
$
50.00

Ceiling
 
$
—

 
$
—

 
$
63.50

 
$
63.50

Total Crude Oil Volume
 
46.5

 
40.0

 
16.0

 
16.0

 
 
 
 
 
 
 
 
 
Natural Gas (Volume in MMBtupd)
 
 
 
 
 
 
 
 
Swaps
 
 
 
 
 
 
 
 
Volume
 
22.7

 
23.0

 
—

 
—

Price
 
$
3.05

 
$
3.05

 
$
—

 
$
—

Total Natural Gas Volume
 
22.7

 
23.0

 
—

 
—

The December 2017 crude oil derivative contracts settled at $8.1 million and will be included in the Company’s first quarter of 2018 derivative settlements.
Conference Call Information
Investors, analysts and other interested parties are invited to listen to the conference call:
Date:
  
Wednesday, February 28, 2018
Time:
  
10:00 a.m. Central Time
Live Webcast:
 
https://www.webcaster4.com/Webcast/Page/1052/24637
OR:
 
 
Dial-in:
  
888-317-6003
Intl. Dial in:
  
412-317-6061
Conference ID:
  
0228614

Website:
  
www.oasispetroleum.com
A recording of the conference call will be available beginning at 12:00 p.m. Central Time on the day of the call and will be available until Wednesday, March 7, 2018 by dialing:
Replay dial-in:
  
877-344-7529
Intl. replay:
  
412-317-0088
Replay code:
  
10117251
The conference call will also be available for replay for approximately 30 days at www.oasispetroleum.com.
Contact:
Oasis Petroleum Inc.
Taylor Mason, (281) 404-9600
Director, Corporate Finance & Investor Relations

6


Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company’s drilling program, production, derivatives activities, capital expenditure levels and other guidance included in this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include changes in oil and natural gas prices, weather and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as the Company’s ability to access them, the proximity to and capacity of transportation facilities, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the Company’s business and other important factors that could cause actual results to differ materially from those projected as described in the Company’s reports filed with the SEC.
Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
About Oasis Petroleum Inc.
Oasis is an independent exploration and production company focused on the acquisition and development of onshore unconventional oil and natural gas resources in the United States. For more information, please visit the Company’s website at www.oasispetroleum.com .


7


Oasis Petroleum Inc. Financial Statements

OASIS PETROLEUM INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
December 31,
 
2017
 
2016
 
(In thousands, except share data)
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
16,720

 
$
11,226

Accounts receivable, net
363,580

 
204,335

Inventory
19,367

 
10,648

Prepaid expenses
7,631

 
7,623

Derivative instruments
344

 
362

Other current assets
193

 
4,355

Total current assets
407,835

 
238,549

Property, plant and equipment
 
 
 
Oil and gas properties (successful efforts method)
7,838,955

 
7,296,568

Other property and equipment
868,746

 
618,790

Less: accumulated depreciation, depletion, amortization and impairment
(2,534,215
)
 
(1,995,791
)
Total property, plant and equipment, net
6,173,486

 
5,919,567

Derivative instruments
9

 
—

Long-term inventory
12,200

 
—

Other assets
21,600

 
20,516

Total assets
$
6,615,130

 
$
6,178,632

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable
$
13,370

 
$
4,645

Revenues and production taxes payable
213,995

 
139,737

Accrued liabilities
236,480

 
119,173

Accrued interest payable
38,963

 
39,004

Derivative instruments
115,716

 
60,469

Advances from joint interest partners
4,916

 
7,597

Other current liabilities
40

 
10,490

Total current liabilities
623,480

 
381,115

Long-term debt
2,097,606

 
2,297,214

Deferred income taxes
305,921

 
513,529

Asset retirement obligations
48,511

 
48,985

Derivative instruments
19,851

 
11,714

Other liabilities
6,182

 
2,918

Total liabilities
3,101,551

 
3,255,475

Commitments and contingencies
 
 
 
Stockholders’ equity
 
 
 
Common stock, $0.01 par value: 450,000,000 shares authorized; 270,627,014 shares issued and 269,295,466 shares outstanding at December 31, 2017 and 237,201,064 shares issued and 236,344,172 shares outstanding at December 31, 2016
2,668

 
2,331

Treasury stock, at cost: 1,331,548 and 856,892 shares at December 31, 2017 and December 31, 2016, respectively
(22,179
)
 
(15,950
)
Additional paid-in capital
2,677,217

 
2,345,271

Retained earnings
717,985

 
591,505

Oasis share of stockholders’ equity
3,375,691

 
2,923,157

Non-controlling interests
137,888

 
—

Total stockholders’ equity
3,513,579

 
2,923,157

Total liabilities and stockholders’ equity
$
6,615,130

 
$
6,178,632


8


OASIS PETROLEUM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2017
 
2016
 
2017
 
2016
 
 
(In thousands, except per share data)
Revenues
 
 
 
 
 
 
 
 
Oil and gas revenues
 
$
330,359

 
$
192,265

 
$
1,034,892

 
$
625,233

Purchased oil and gas sales
 
31,072

 
8,405

 
87,989

 
10,272

Midstream revenues
 
23,813

 
13,026

 
72,752

 
35,406

Well services revenues
 
19,225

 
4,295

 
52,791

 
33,754

Total revenues
 
404,469

 
217,991

 
1,248,424

 
704,665

Operating expenses
 
 
 
 
 
 
 
 
Lease operating expenses
 
43,263

 
37,161

 
177,134

 
135,444

Midstream operating expenses
 
6,698

 
2,908

 
17,589

 
9,003

Well services operating expenses
 
13,370

 
2,569

 
37,228

 
20,675

Marketing, transportation and gathering expenses
 
17,722

 
8,062

 
55,740

 
30,108

Purchased oil and gas expenses
 
31,637

 
8,405

 
89,320

 
10,258

Production taxes
 
27,811

 
16,807

 
88,133

 
56,565

Depreciation, depletion and amortization
 
146,556

 
119,446

 
530,802

 
476,331

Exploration expenses
 
7,590

 
593

 
11,600

 
1,785

Impairment
 
866

 
717

 
6,887

 
4,684

General and administrative expenses
 
24,627

 
23,027

 
91,797

 
89,342

Total operating expenses
 
320,140

 
219,695

 
1,106,230

 
834,195

Gain (loss) on sale of properties
 
1,774

 
2

 
1,774

 
(1,303
)
Operating income (loss)
 
86,103

 
(1,702
)
 
143,968

 
(130,833
)
Other income (expense)
 
 
 
 
 
 
 
 
Net loss on derivative instruments
 
(123,954
)
 
(49,693
)
 
(71,657
)
 
(105,317
)
Interest expense, net of capitalized interest
 
(36,289
)
 
(34,861
)
 
(146,837
)
 
(140,305
)
Gain (loss) on extinguishment of debt
 
—

 
(124
)
 
—

 
4,741

Other income (expense)
 
(577
)
 
(28
)
 
(1,332
)
 
160

Total other expense
 
(160,820
)
 
(84,706
)
 
(219,826
)
 
(240,721
)
Loss before income taxes
 
(74,717
)
 
(86,408
)
 
(75,858
)
 
(371,554
)
Income tax benefit
 
202,834

 
31,720

 
203,304

 
128,538

Net income (loss) including non-controlling interests
 
128,117

 
(54,688
)
 
127,446

 
(243,016
)
Less: Net income attributable to non-controlling interests
 
3,500

 
—

 
3,650

 
—

Net income (loss) attributable to Oasis
 
$
124,617

 
$
(54,688
)
 
$
123,796

 
$
(243,016
)
Earnings (loss) per share:
 
 
 
 
 
 
 
 
Basic
 
$
0.52

 
$
(0.25
)
 
$
0.53

 
$
(1.32
)
Diluted
 
0.52

 
(0.25
)
 
0.52

 
(1.32
)
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
240,143

 
217,332

 
234,986

 
183,615

Diluted
 
241,960

 
217,332

 
237,875

 
183,615


9


OASIS PETROLEUM INC.
SELECTED FINANCIAL AND OPERATIONAL STATS
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2017
 
2016
 
2017
 
2016
Operating results ($ in thousands):
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Oil
 
$
289,461

 
$
175,107

 
$
913,064

 
$
586,308

Natural gas
 
40,898

 
17,158

 
121,828

 
38,925

Purchased oil and gas sales
 
31,072

 
8,405

 
87,989

 
10,272

Midstream revenues
 
23,813

 
13,026

 
72,752

 
35,406

Well services revenues
 
19,225

 
4,295

 
52,791

 
33,754

Total revenues
 
$
404,469

 
$
217,991

 
$
1,248,424

 
$
704,665

Production data:
 
 
 
 
 
 
 
 
Oil (MBbls)
 
5,266

 
3,929

 
18,818

 
15,174

Natural gas (MMcf)
 
8,815

 
5,764

 
31,946

 
19,573

Oil equivalents (MBoe)
 
6,735

 
4,890

 
24,143

 
18,436

Average daily production (Boepd)
 
73,207

 
53,150

 
66,144

 
50,372

Average sales prices:
 
 
 
 
 
 
 
 
Oil, without derivative settlements (per Bbl)
 
$
54.97

 
$
44.57

 
$
48.52

 
$
38.64

Oil, with derivative settlements (per Bbl) (1)
 
53.41

 
46.20

 
48.00

 
46.68

Natural gas, without derivative settlements (per Mcf) (2)
 
4.64

 
2.98

 
3.81

 
1.99

Natural gas, with derivative settlements (per Mcf) (1)(2)
 
4.72

 
2.98

 
3.86

 
1.99

Costs and expenses (per Boe of production):
 
 
 
 
 
 
 
 
Lease operating expenses
 
$
6.42

 
$
7.60

 
$
7.34

 
$
7.35

Marketing, transportation and gathering expenses (3)
 
2.83

 
1.66

 
2.34

 
1.60

Production taxes
 
4.13

 
3.44

 
3.65

 
3.07

Depreciation, depletion and amortization
 
21.76

 
24.43

 
21.99

 
25.84

General and administrative expenses (4)
 
3.66

 
4.71

 
3.80

 
4.85

__________________ 
(1)
Realized prices include gains or losses on cash settlements for commodity derivatives, which do not qualify for or were not designated as hedging instruments for accounting purposes. Cash settlements represent the cumulative gains and losses on derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
(2)
Natural gas prices include the value for natural gas and natural gas liquids.
(3)
Excludes non-cash valuation charges on pipeline imbalances and purchased oil and gas expenses.
(4)
For the year ended December 31, 2017 , certain well services direct field labor compensation expenses are included in well services operating expenses on our Consolidated Statements of Operations, which were previously recognized in general and administrative expenses on our Consolidated Statements of Operations. For the years ended December 31, 2016 and 2015, well services operating expenses have been adjusted to include $2.9 million and $3.7 million , respectively, which were previously recognized in general and administrative expenses on our Consolidated Statements of Operations.

10


OASIS PETROLEUM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Year Ended December 31,
 
2017
 
2016
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net income (loss) including non-controlling interests
$
127,446

 
$
(243,016
)
Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
530,802

 
476,331

Gain on extinguishment of debt
—

 
(4,741
)
(Gain) loss on sale of properties
(1,774
)
 
1,303

Impairment
6,887

 
4,684

Deferred income taxes
(202,884
)
 
(128,538
)
Derivative instruments
71,657

 
105,317

Equity-based compensation expenses
26,534

 
24,103

Deferred financing costs amortization and other
18,311

 
14,334

Working capital and other changes:
 
 
 
Change in accounts receivable, net
(158,587
)
 
(11,923
)
Change in inventory
(2,501
)
 
254

Change in prepaid expenses
(838
)
 
(295
)
Change in other current assets
148

 
(305
)
Change in long-term inventory and other assets
(12,143
)
 
(151
)
Change in accounts payable, interest payable and accrued liabilities
115,308

 
(13,839
)
Change in other current liabilities
(10,450
)
 
4,490

Change in other liabilities
(40
)
 
10

Net cash provided by operating activities
507,876

 
228,018

Cash flows from investing activities:
 
 
 
Capital expenditures
(647,349
)
 
(426,256
)
Acquisitions
(61,874
)
 
(781,522
)
Proceeds from sale of properties
5,774

 
12,333

Costs related to sale of properties
(366
)
 
(310
)
Derivative settlements
(8,264
)
 
121,977

Advances from joint interest partners
(2,681
)
 
2,950

Net cash used in investing activities
(714,760
)
 
(1,070,828
)
Cash flows from financing activities:
 
 
 
Proceeds from Revolving Credit Facilities
1,162,000

 
1,407,000

Principal payments on Revolving Credit Facilities
(1,377,000
)
 
(1,182,000
)
Repurchase of senior unsecured notes
—

 
(435,907
)
Proceeds from issuance of senior unsecured convertible notes
—

 
300,000

Deferred financing costs
(2,714
)
 
(9,127
)
Proceeds from sale of common stock
302,191

 
766,670

Proceeds from sale of Oasis Midstream common units, net of offering costs
134,185

 
—

Purchases of treasury stock
(6,229
)
 
(2,330
)
Other
(55
)
 
—

Net cash provided by financing activities
212,378

 
844,306

Increase in cash and cash equivalents
5,494

 
1,496

Cash and cash equivalents:
 
 
 
Beginning of period
11,226

 
9,730

End of period
$
16,720

 
$
11,226

Supplemental cash flow information:
 
 
 
Cash paid for interest, net of capitalized interest
$
154,980

 
$
138,248

Cash paid for taxes
12

 
—

Cash received for income tax refunds
281

 
5

Supplemental non-cash transactions:
 
 
 
Change in accrued capital expenditures
$
83,508

 
$
(43,415
)
Change in asset retirement obligations
(789
)
 
3,810

Note receivable from divestiture
—

 
4,000

Installment notes from acquisition
4,875

 
—


11


Non-GAAP Financial Measures
Cash Interest Reconciliation
Cash Interest is a supplemental non-GAAP financial measure that is used by management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Cash Interest as interest expense plus capitalized interest less amortization and write-offs of deferred financing costs and debt discounts included in interest expense. Cash Interest is not a measure of interest expense as determined by United States generally accepted accounting principles, or GAAP.
The following table presents a reconciliation of the GAAP financial measure of interest expense to the non-GAAP financial measure of Cash Interest for the periods presented:
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Interest expense
$
36,289

 
$
34,861

 
$
146,837

 
$
140,305

Capitalized interest
4,024

 
3,165

 
12,797

 
16,848

Amortization of deferred financing costs
(1,779
)
 
(1,715
)
 
(6,907
)
 
(9,757
)
Amortization of debt discount
(2,654
)
 
(2,409
)
 
(10,080
)
 
(2,709
)
Cash Interest
$
35,880


$
33,902


$
142,647


$
144,687

Adjusted EBITDA and Free Cash Flow Reconciliations
Adjusted EBITDA and Free Cash Flow are supplemental non-GAAP financial measures that are used by management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation, depletion, amortization, exploration expenses and other similar non-cash or non-recurring charges. The Company defines Free Cash Flow as Adjusted EBITDA less Cash Interest and CapEx, excluding capitalized interest. Adjusted EBITDA and Free Cash Flow are not measures of net income (loss) or cash flows as determined by GAAP.

12


The following table presents reconciliations of the GAAP financial measures of net income (loss) including non-controlling interests and net cash provided by (used in) operating activities to the non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow for the periods presented:
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Net income (loss) including non-controlling interests
$
128,117

 
$
(54,688
)
 
$
127,446

 
$
(243,016
)
(Gain) loss on sale of properties
(1,774
)
 
(2
)
 
(1,774
)
 
1,303

(Gain) loss on extinguishment of debt
—

 
124

 
—

 
(4,741
)
Net loss on derivative instruments
123,954

 
49,693

 
71,657

 
105,317

Derivative settlements (1)
(7,460
)
 
6,401

 
(8,264
)
 
121,977

Interest expense, net of capitalized interest
36,289

 
34,861

 
146,837

 
140,305

Depreciation, depletion and amortization
146,556

 
119,446

 
530,802

 
476,331

Impairment
866

 
717

 
6,887

 
4,684

Exploration expenses
7,590

 
593

 
11,600

 
1,785

Equity-based compensation expenses
6,083

 
5,342

 
26,534

 
24,103

Income tax benefit
(202,834
)
 
(31,720
)
 
(203,304
)
 
(128,538
)
Other non-cash adjustments
(1,236
)
 
93

 
(745
)
 
790

Adjusted EBITDA
236,151


130,860


707,676


500,300

Adjusted EBITDA attributable to non-controlling interests
3,714

 
—

 
3,904

 
—

Adjusted EBITDA attributable to Oasis
232,437

 
130,860

 
703,772

 
500,300

Cash Interest
(35,880
)
 
(33,902
)
 
(142,647
)
 
(144,687
)
Capital expenditures (2)
(313,060
)
 
(883,831
)
 
(836,204
)
 
(1,181,527
)
Capitalized interest
4,024

 
3,165

 
12,797

 
16,848

Free Cash Flow
$
(112,479
)

$
(783,708
)

$
(262,282
)

$
(809,066
)
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
209,139

 
$
104,599

 
$
507,876

 
$
228,018

Derivative settlements (1)
(7,460
)
 
6,401

 
(8,264
)
 
121,977

Interest expense, net of capitalized interest
36,289

 
34,861

 
146,837

 
140,305

Exploration expenses
7,590

 
593

 
11,600

 
1,785

Deferred financing costs amortization and other
(5,645
)
 
(4,160
)
 
(18,311
)
 
(14,334
)
Current tax expense
(421
)
 
—

 
(421
)
 
—

Changes in working capital
(2,105
)
 
(11,527
)
 
69,104

 
21,759

Other non-cash adjustments
(1,236
)
 
93

 
(745
)
 
790

Adjusted EBITDA
236,151

 
130,860


707,676


500,300

Adjusted EBITDA attributable to non-controlling interests
3,714

 
—

 
3,904

 
—

Adjusted EBITDA attributable to Oasis
232,437

 
130,860

 
703,772

 
500,300

Cash Interest
(35,880
)
 
(33,902
)
 
(142,647
)
 
(144,687
)
Capital expenditures (2)
(313,060
)
 
(883,831
)
 
(836,204
)
 
(1,181,527
)
Capitalized interest
4,024

 
3,165

 
12,797

 
16,848

Free Cash Flow
$
(112,479
)

$
(783,708
)

$
(262,282
)

$
(809,066
)
____________________
(1)
Cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
(2)
CapEx (including acquisitions) reflected in the table above differs from the amounts shown in the statement of cash flows in the Company’s consolidated financial statements because amounts reflected in the table above include changes in accrued liabilities from the previous reporting period for capital expenditures, while the amounts presented in the statements of cash flows are presented on a cash basis. Acquisitions totaled $48.2 million and $54.0 million for the fourth quarter and full year 2017 , respectively, and $768.0 million and $781.5 million for the fourth quarter and full year 2016 , respectively.

13


Segment Adjusted EBITDA Reconciliations
The following tables present reconciliations of the GAAP financial measure of income (loss) before income taxes including non-controlling interests to the non-GAAP financial measure of Adjusted EBITDA for the Company’s three reportable business segments on a gross basis for the periods presented:
Exploration and Production
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Loss before income taxes including non-controlling interests
$
(107,130
)
 
$
(105,395
)
 
$
(179,129
)
 
$
(436,469
)
(Gain) loss on sale of properties
(1,774
)
 
(2
)
 
(1,774
)
 
1,661

(Gain) loss on extinguishment of debt
—

 
124

 
—

 
(4,741
)
Net loss on derivative instruments
123,954

 
49,693

 
71,657

 
105,317

Derivative settlements (1)
(7,460
)
 
6,401

 
(8,264
)
 
121,977

Interest expense, net of capitalized interest
36,289

 
34,861

 
146,818

 
140,305

Depreciation, depletion and amortization
143,033

 
117,346

 
519,853

 
467,894

Impairment
866

 
717

 
6,887

 
2,253

Exploration expenses
7,590

 
593

 
11,600

 
1,785

Equity-based compensation expenses
5,695

 
5,152

 
25,436

 
23,346

Other non-cash adjustments
(1,303
)
 
21

 
(812
)
 
718

Adjusted EBITDA
$
199,760

 
$
109,511


$
592,272


$
424,046

____________________
(1)
Cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
Midstream Services
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Income before income taxes including non-controlling interests
$
33,294

 
$
19,132

 
$
102,340

 
$
68,394

Gain on sale of properties
—

 
—

 
—

 
(358
)
Interest expense, net of capitalized interest
—

 
—

 
19

 
—

Depreciation, depletion and amortization
4,625

 
3,200

 
15,999

 
8,525

Impairment
—

 
—

 
—

 
2,431

Equity-based compensation expenses
357

 
249

 
1,461

 
911

Other non-cash adjustments
—

 
10

 
—

 
10

Adjusted EBITDA
$
38,276

 
$
22,591


$
119,819


$
79,913

Well Services
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Income before income taxes including non-controlling interests
$
5,897

 
$
10

 
$
15,091

 
$
3,471

Depreciation, depletion and amortization
3,522

 
3,287

 
12,939

 
14,892

Equity-based compensation expenses
249

 
262

 
1,264

 
1,515

Other non-cash adjustments
67

 
62

 
67

 
62

Adjusted EBITDA
$
9,735


$
3,621


$
29,361


$
19,940


14


Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share
Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share are supplemental non-GAAP financial measures that are used by management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted Net Income (Loss) Attributable to Oasis as net income (loss) after adjusting for (1) the impact of certain non-cash and non-recurring items, including non-cash changes in the fair value of derivative instruments, impairment, and other similar non-cash and non-recurring charges, (2) the impact of net income attributable to non-controlling interests and (3) the non-cash and non-recurring items’ impact on taxes based on the Company’s effective tax rate applicable to those adjusting items, excluding net income attributable to non-controlling interests, in the same period. Adjusted Net Income (Loss) Attributable to Oasis is not a measure of net income (loss) as determined by GAAP. The Company defines Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share as Adjusted Net Income (Loss) Attributable to Oasis divided by diluted weighted average shares outstanding.
The following table presents reconciliations of the GAAP financial measure of net income (loss) attributable to Oasis to the non-GAAP financial measure of Adjusted Net Income (Loss) Attributable to Oasis and the GAAP financial measure of diluted earnings (loss) attributable to Oasis per share to the non-GAAP financial measure of Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share for the periods presented:



15


 
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
(In thousands, except per share data)
Net income (loss) attributable to Oasis
$
124,617

 
$
(54,688
)
 
$
123,796

 
$
(243,016
)
Tax reform rate change adjustments
(171,900
)
 
—

 
(171,900
)
 
—

(Gain) loss on sale of properties
(1,774
)
 
(2
)
 
(1,774
)
 
1,303

(Gain) loss on extinguishment of debt
—

 
124

 
—

 
(4,741
)
Net loss on derivative instruments
123,954

 
49,693

 
71,657

 
105,317

Derivative settlements (1)
(7,460
)
 
6,401

 
(8,264
)
 
121,977

Impairment
866

 
717

 
6,887

 
4,684

Amortization of deferred financing costs (2)
1,779

 
1,715

 
6,907

 
9,757

Amortization of debt discount
2,654

 
2,409

 
10,080

 
2,709

Other non-cash adjustments
(1,236
)
 
93

 
(745
)
 
790

Tax impact (3)
(44,425
)
 
(22,882
)
 
(31,696
)
 
(90,480
)
Adjusted Net Income (Loss) Attributable to Oasis
$
27,075

 
$
(16,420
)
 
$
4,948

 
$
(91,700
)
 
 
 
 
 
 
 
 
Diluted earnings (loss) attributable to Oasis per share
$
0.52

 
$
(0.25
)
 
$
0.52

 
$
(1.32
)
Tax reform rate change adjustments
(0.71
)
 
—

 
(0.72
)
 
—

(Gain) loss on sale of properties
(0.01
)
 
—

 
(0.01
)
 
0.01

(Gain) loss on extinguishment of debt
—

 
—

 
—

 
(0.03
)
Net loss on derivative instruments
0.51

 
0.23

 
0.30

 
0.57

Derivative settlements (1)
(0.03
)
 
0.03

 
(0.03
)
 
0.66

Impairment
—

 
—

 
0.03

 
0.03

Amortization of deferred financing costs (2)
0.01

 
0.01

 
0.03

 
0.05

Amortization of debt discount
0.01

 
0.01

 
0.04

 
0.01

Other non-cash adjustments
(0.01
)
 
—

 
—

 
—

Tax impact (3)
(0.17
)
 
(0.11
)
 
(0.14
)
 
(0.48
)
Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share
$
0.12

 
$
(0.08
)
 
$
0.02

 
$
(0.50
)
 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
241,960

 
217,332

 
237,875

 
183,615

 
 
 
 
 
 
 
 
Effective tax rate applicable to adjustment items
37.4
%
 
37.4
%
 
37.4
%
 
37.4
%
____________________
(1)
Cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
(2)
As of December 31, 2016, Adjusted Net Income (Loss) Attributable to Oasis includes the non-cash adjustment for amortization of deferred financing costs. Comparative periods have been conformed. The amortization of deferred financing costs is included in interest expense on the Company’s Consolidated Statements of Operations.
(3)
The tax impact is computed utilizing the Company’s effective tax rate applicable to the adjustments for certain non-cash and non-recurring items. The tax impact was not computed for the tax reform rate change adjustments.


16