Attached files
As filed with the Securities and Exchange Commission on
May 19, 2010
Registration
No. 333-165212
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Amendment No. 4
to
Form S-1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Oasis Petroleum Inc.
(Exact name of registrant as
specified in its charter)
Delaware
|
1311 | 80-0554627 | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1001 Fannin Street, Suite 202
Houston, Texas 77002
(713) 574-1770
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Thomas B. Nusz
Chairman, President and Chief Executive Officer
Oasis Petroleum Inc.
1001 Fannin Street, Suite 202
Houston, Texas 77002
(713) 574-1770
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
T. Mark Kelly David P. Oelman Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002-6760 (713) 758-2222 |
G. Michael OLeary David C. Buck Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, TX 77002 (713) 220-4200 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of
this registration statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the
following
box: o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission
acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This Amendment No. 4 to the registration statement on
Form S-1
(File
No. 333-165212)
of Oasis Petroleum Inc. is being filed solely to amend
Item 16 of Part II thereof and to transmit certain
exhibits thereto. This Amendment No. 4 does not modify any
provision of the preliminary prospectus contained in Part I
or Items 13, 14, 15 or 17 of Part II of the
registration statement. Accordingly, this Amendment No. 4
does not include a copy of the preliminary prospectus.
Part II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM 13. | Other Expenses of Issuance and Distribution |
The following table sets forth an itemized statement of the
amounts of all expenses (excluding underwriting discounts and
commissions) payable by us in connection with the registration
of the common stock offered hereby. With the exception of the
Registration Fee, FINRA Filing Fee and New York Stock Exchange
listing fee), the amounts set forth below are estimates. The
selling stockholder will not bear any portion of such expenses.
SEC Registration Fee
|
$ | 24,955 | ||
FINRA Filing Fee
|
35,500 | |||
New York Stock Exchange listing fee
|
||||
Accountants fees and expenses
|
1,000,000 | |||
Legal fees and expenses
|
1,500,000 | |||
Printing and engraving expenses
|
375,000 | |||
Transfer agent and registrar fees
|
3,500 | |||
Miscellaneous
|
1,061,045 | |||
Total
|
$ | 4,000,000 | ||
ITEM 14. | Indemnification of Directors and Officers |
Our certificate of incorporation provides that a director will
not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the
directors duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions not in good faith
or which involved intentional misconduct or a knowing violation
of the law, (3) under section 174 of the DGCL for
unlawful payment of dividends or improper redemption of stock or
(4) for any transaction from which the director derived an
improper personal benefit. In addition, if the DGCL is amended
to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the
corporation, in addition to the limitation on personal liability
provided for in our certificate of incorporation, will be
limited to the fullest extent permitted by the amended DGCL. Our
bylaws provide that the corporation will indemnify, and advance
expenses to, any officer or director to the fullest extent
authorized by the DGCL.
Section 145 of the DGCL provides that a corporation may
indemnify directors and officers as well as other employees and
individuals against expenses, including attorneys fees,
judgments, fines and amounts paid in settlement in connection
with specified actions, suits and proceedings whether civil,
criminal, administrative, or investigative, other than a
derivative action by or in the right of the corporation, if they
acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative
actions, except that indemnification extends only to expenses,
including attorneys fees, incurred in connection with the
defense or settlement of such action and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a
corporations certificate of incorporation, bylaws,
disinterested director vote, stockholder vote, agreement or
otherwise.
Our certificate of incorporation also contains indemnification
rights for our directors and our officers. Specifically, our
certificate of incorporation provides that we shall indemnify
our officers and directors to the fullest extent authorized by
the DGCL. Further, we may maintain insurance on behalf of our
officers and directors against expense, liability or loss
asserted incurred by them in their capacities as officers and
directors.
II-1
We have obtained directors and officers insurance to
cover our directors, officers and some of our employees for
certain liabilities.
We will enter into written indemnification agreements with our
directors and officers. Under these proposed agreements, if an
officer or director makes a claim of indemnification to us,
either a majority of the independent directors or independent
legal counsel selected by the independent directors must review
the relevant facts and make a determination whether the officer
or director has met the standards of conduct under Delaware law
that would permit (under Delaware law) and require (under the
indemnification agreement) us to indemnify the officer or
director.
ITEM 15. | Recent Sales of Unregistered Securities |
In connection with its formation in February 2010, Oasis
Petroleum Inc. issued 1,000 shares of its common stock to
Oasis Petroleum LLC in exchange for consideration of $10.00. The
issuance of shares did not involve any underwriters or a public
offering, and we believe that such issuance was exempt from the
registration requirements pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the Securities
Act).
During the past three years, Oasis Petroleum LLC has issued
additional membership interests in connection with capital
contributions from its members, which consist of funds
affiliated with EnCap Investments, L.P. (EnCap);
Oasis Petroleum Management LLC, which is controlled by members
of management of Oasis Petroleum Inc.; and other private
investors. Aggregate capital contributions were
$104.6 million, $80.5 million and $49.9 million
for the years ended December 31, 2009 and 2008 and the
period ended December 31, 2007, respectively. None of these
transactions involved any underwriters or any public offerings,
and we believe that each of these transactions was exempt from
the registration requirements pursuant to Section 4(2) of
the Securities Act. Each of our members has represented that it
is an accredited investor as defined in
Rule 501(a) under the Securities Act.
ITEM 16. | Exhibits and Financial Statement Schedules |
(a) Exhibits
Exhibit |
||||
Number
|
Description
|
|||
*1 | .1 | Form of Underwriting Agreement | ||
*2 | .1 | Form of Plan of Merger among OAS Mergerco LLC, OAS Holding Company LLC and Oasis Petroleum LLC | ||
*2 | .2 | Form of Contribution Agreement among Oasis Petroleum Inc., Oasis Petroleum LLC, OAS Holding Company LLC, OAS Mergerco LLC and EnCap Energy Capital Fund VI, L.P. | ||
3 | .1 | Form of Amended and Restated Certificate of Incorporation of Oasis Petroleum Inc. | ||
3 | .2 | Form of Amended and Restated Bylaws of Oasis Petroleum Inc. | ||
4 | .1 | Form of Common Stock Certificate | ||
*5 | .1 | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | ||
**10 | .1 | Amended and Restated Credit Agreement, dated as of February 26, 2010, among Oasis Petroleum LLC, Oasis Petroleum North America LLC, BNP Paribas, as Administrative Agent, and the lenders party thereto | ||
*10 | .2 | First Amendment to Amended and Restated Credit Agreement, among Oasis Petroleum LLC, Oasis Petroleum Inc., Oasis Petroleum North America LLC, BNP Paribas, as Administrative Agent, and the lenders party thereto | ||
10 | .3 | Form of Employment Agreement between Oasis Petroleum Inc. and Thomas B. Nusz | ||
10 | .4 | Form of Employment Agreement between Oasis Petroleum Inc. and Taylor L. Reid | ||
*10 | .5 | Form of Registration Rights Agreement between Oasis Petroleum Inc. and OAS Holding Company LLC | ||
10 | .6 | Long Term Incentive Plan of Oasis Petroleum Inc. | ||
10 | .7 | Form of Indemnification Agreement between Oasis Petroleum Inc. and each of the directors thereof | ||
10 | .8 | Executive Change in Control and Severance Benefit Plan of Oasis Petroleum Inc. | ||
10 | .9 | 2010 Annual Incentive Compensation Plan of Oasis Petroleum Inc. | ||
10 | .10 | Form of Notice of Grant of Restricted Stock | ||
10 | .11 | Form of Restricted Stock Agreement |
II-2
Exhibit |
||||
Number
|
Description
|
|||
10 | .12 | Form of Notice of Grant of Restricted Stock Unit | ||
10 | .13 | Form of Notice of Grant of Restricted Stock Unit Designated as a Performance Share Unit | ||
10 | .14 | Form of Restricted Stock Unit Agreement | ||
10 | .15 | Form of Services Agreement between Oasis Petroleum Inc. and Oasis Petroleum Management LLC | ||
10 | .16 | Form of Services Agreement between Oasis Petroleum Inc. and OAS Holding Company LLC | ||
****21 | .1 | List of Subsidiaries of Oasis Petroleum Inc. | ||
*****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 | Power of Attorney (included on the signature page of the initial filing of the registration statement) | ||
24 | .2 | Power of Attorney of Michael McShane | ||
***99 | .1 | Report of W.D. Von Gonten & Co. for reserves as of December 31, 2007 | ||
***99 | .2 | Report of W.D. Von Gonten & Co. for reserves as of December 31, 2008 | ||
**99 | .3 | Report of DeGolyer and MacNaughton for reserves as of December 31, 2009 |
* | To be filed by amendment. | |
** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on March 4, 2010. | |
*** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on April 9, 2010. | |
**** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on April 23, 2010. |
***** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on May 17, 2010. |
ITEM 17. | Undertakings |
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on
May 19, 2010.
OASIS PETROLEUM INC.
By: |
/s/ Thomas
B. Nusz
|
Thomas B. Nusz
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||||
/s/ Thomas
B. Nusz Thomas B. Nusz |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
May 19, 2010 | ||||
* Taylor L. Reid |
Director, Executive Vice President and Chief Operating Officer | May 19, 2010 | ||||
* Roy W. Mace |
Senior Vice President, Chief Accounting Officer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer) |
May 19, 2010 | ||||
* Michael McShane |
Director | May 19, 2010 | ||||
* Douglas E. Swanson, Jr. |
Director | May 19, 2010 | ||||
* Robert L. Zorich |
Director | May 19, 2010 | ||||
*By: |
/s/ Thomas
B. Nusz Thomas B. Nusz, Attorney-in-fact |
II-4
INDEX TO
EXHIBITS
Exhibit |
||
Number
|
Description
|
|
*1.1
|
Form of Underwriting Agreement | |
*2.1
|
Form of Plan of Merger among OAS Mergerco LLC, OAS Holding Company LLC and Oasis Petroleum LLC | |
*2.2
|
Form of Contribution Agreement among Oasis Petroleum Inc., Oasis Petroleum LLC, OAS Holding Company, OAS Mergerco LLC and EnCap Energy Capital Fund VI, L.P. | |
3.1
|
Form of Amended and Restated Certificate of Incorporation of Oasis Petroleum Inc. | |
3.2
|
Form of Amended and Restated Bylaws of Oasis Petroleum Inc. | |
4.1
|
Form of Common Stock Certificate | |
*5.1
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |
**10.1
|
Amended and Restated Credit Agreement, dated as of February 26, 2010, among Oasis Petroleum LLC, Oasis Petroleum North America LLC, BNP Paribas, as Administrative Agent, and the lenders party thereto | |
*10.2
|
First Amendment to Amended and Restated Credit Agreement, among Oasis Petroleum LLC, Oasis Petroleum Inc., Oasis Petroleum North America LLC, BNP Paribas, as Administrative Agent, and the lenders party thereto | |
10.3
|
Form of Employment Agreement between Oasis Petroleum Inc. and Thomas B. Nusz | |
10.4
|
Form of Employment Agreement between Oasis Petroleum Inc. and Taylor L. Reid | |
*10.5
|
Form of Registration Rights Agreement between Oasis Petroleum Inc. and OAS Holding Company LLC | |
10.6
|
Long Term Incentive Plan of Oasis Petroleum Inc. | |
10.7
|
Form of Indemnification Agreement between Oasis Petroleum Inc. and each of the directors thereof | |
10.8
|
Executive Change in Control and Severance Benefit Plan of Oasis Petroleum Inc. | |
10.9
|
2010 Annual Incentive Compensation Plan of Oasis Petroleum Inc. | |
10.10
|
Form of Notice of Grant of Restricted Stock | |
10.11
|
Form of Restricted Stock Agreement | |
10.12
|
Form of Notice of Grant of Restricted Stock Unit | |
10.13
|
Form of Notice of Grant of Restricted Stock Unit Designated as a Performance Share Unit | |
10.14
|
Form of Restricted Stock Unit Agreement | |
10.15
|
Form of Services Agreement between Oasis Petroleum Inc. and Oasis Petroleum Management LLC | |
10.16
|
Form of Services Agreement between Oasis Petroleum Inc. and OAS Holding Company LLC | |
****21.1
|
List of Subsidiaries of Oasis Petroleum Inc. | |
*****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
|
Power of Attorney (included on the signature page of the initial filing of the registration statement) | |
24.2
|
Power of Attorney of Michael McShane | |
***99.1
|
Report of W.D. Von Gonten & Co. for reserves as of December 31, 2007 | |
***99.2
|
Report of W.D. Von Gonten & Co. for reserves as of December 31, 2008 | |
**99.3
|
Report of DeGolyer and MacNaughton for reserves as of December 31, 2009 |
* | To be filed by amendment. | |
** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on March 4, 2010. | |
*** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on April 9, 2010. | |
**** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on April 23, 2010. |
***** | Previously filed as part of the registration statement on Form S-1 (Registration No. 333-165212) on May 17, 2010. |