posasr
As filed with the Securities and Exchange Commission on October 27, 2011
Registration No. 333-175603
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Oasis Petroleum Inc.*
(Exact name of Registrant as specified in its charter)
|
|
|
Delaware
|
|
80-0554627 |
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number) |
1001 Fannin Street, Suite 1500
Houston, Texas 77002
(281) 404-9500
(Address, including zip code, and telephone number, including area code,
of Registrants principal executive offices)
Thomas B. Nusz
President and Chief Executive Officer
1001 Fannin, Suite 1500
Houston, Texas 77002
(281) 404-9500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David P. Oelman
Matthew R. Pacey
Vinson & Elkins LLP
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
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, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following
box: þ
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 registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box: þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following
box:þ
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) |
|
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed Maximum |
|
|
Proposed Maximum |
|
|
Amount of |
|
|
Title of Each Class of |
|
|
Amount to be |
|
|
Offering Price per |
|
|
Aggregate Offering |
|
|
Registration |
|
|
Securities to be Registered(1) |
|
|
Registered |
|
|
Security |
|
|
Price(5) |
|
|
Fee(6) |
|
|
Debt Securities(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, par value $0.01(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depositary Shares(2)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantee of Debt Securities(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
|
(2) |
|
There is being registered hereunder such indeterminate number or amount of debt securities, preferred stock,
common stock, depositary shares and warrants as may from time to time be issued by the registrant at
indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any
securities registered hereunder, including under any applicable antidilution provisions. |
|
(3) |
|
The Depositary Shares being registered will be evidenced by depositary receipts issued under a depositary
agreement. If Oasis Petroleum Inc. elects to offer fractional interests in shares of Preferred Stock to the
public, depositary receipts will be distributed to the investors purchasing the fractional interests, and the
shares will be issued to the depositary under the depositary agreement. |
|
(4) |
|
Subsidiaries of Oasis Petroleum Inc. named as co-registrants may fully and unconditionally guarantee on an
unsecured basis the Debt Securities of Oasis Petroleum Inc. In accordance with Rule 457(n), no separate fee is
payable with respect to the guarantee of the Debt Securities being registered. |
|
(5) |
|
No separate consideration will be received for any securities being registered that are issued in exchange for,
or upon conversion or exercise of, the Debt Securities, Preferred Stock, Depositary Shares or Warrants being
registered hereunder. |
|
(6) |
|
In reliance on Rule 456(b) and Rule 457(r) under the Securities Act, the registrant hereby defers payment of the
registration fee required in connection with this Registration Statement. |
*ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS
|
|
|
|
|
|
|
STATE OR OTHER |
|
|
|
|
JURISDICTION OF |
|
|
EXACT NAME OF ADDITIONAL |
|
INCORPORATION OR |
|
I.R.S. EMPLOYEE |
REGISTRANT AS SPECIFIED IN ITS CHARTER |
|
ORGANIZATION |
|
IDENTIFICATION NO. |
|
Oasis Petroleum LLC |
|
Delaware |
|
20-8541479 |
Oasis Petroleum North America LLC |
|
Delaware |
|
26-0188694 |
Oasis Petroleum Marketing LLC |
|
Delaware |
|
45-2735679 |
Oasis Petroleum Well Services LLC |
|
Delaware |
|
45-2609441 |
EXPLANATORY NOTE
This Registration Statement on Form S-3 (Registration No. 333-175603) of Oasis Petroleum
Inc. and its subsidiary guarantor registrants (the Registration Statement) is being amended to
add Oasis Petroleum Marketing LLC and Oasis Petroleum Well Services LLC, subsidiaries of Oasis
Petroleum Inc., as co-registrants that are, or may potentially be, guarantors of some or all of the
debt securities with respect to which offers and sales are registered under this Registration
Statement. These subsidiaries were formed in 2011 and have no material business activities or
material assets. In addition, a typographical error was corrected in the Indemnification of
Directors and Officers section in Item 15. No changes or additions are being made hereby to the
base prospectus that already forms a part of the Registration Statement. Accordingly, such base
prospectus is being omitted from this filing.
TABLE OF CONTENTS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
Set forth below are the expenses (other than underwriting discounts and commissions) expected
to be incurred in connection with the issuance and distribution of the securities registered
hereby:
|
|
|
|
|
Securities and Exchange Commission registration fee |
|
$ |
* |
|
FINRA filing fee |
|
$ |
75,500 |
|
Legal fees and expenses |
|
$ |
* |
* |
Accounting fees and expenses |
|
$ |
* |
* |
Printing and engraving expenses |
|
$ |
* |
* |
Rating agency fees |
|
$ |
* |
* |
Miscellaneous |
|
$ |
* |
* |
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
* |
* |
|
|
|
|
|
|
|
* |
|
The registrants are deferring payment of the registration fee in reliance on Rule 456(b) and
Rule 457(r). |
|
** |
|
These fees are calculated based on the number of issuances and amount of securities offered
and accordingly cannot be estimated at this time. |
ITEM 15. Indemnification of Directors and Officers
Our amended and restated 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 amended and restated 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 incurred by them in their
capacities as officers and directors.
We have obtained directors and officers insurance to cover our directors and officers for
certain liabilities.
We entered into written indemnification agreements with our directors and executive officers.
Under these 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 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
The following documents are filed as exhibits to this registration:
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
|
|
Exhibit Title |
1.1
|
|
***
|
|
Form of Underwriting Agreement. |
|
|
|
|
|
3.1
|
|
|
|
Amended and Restated Certificate of Incorporation of Oasis Petroleum Inc. (incorporated
by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K (file no.
001-34776) filed on June 24, 2010). |
|
|
|
|
|
3.2
|
|
|
|
Amended and Restated Bylaws of Oasis Petroleum Inc. (incorporated by reference to Exhibit
3.2 to the Companys Current Report on Form 8-K (file no. 001-34776) filed on June 24,
2010). |
|
|
|
|
|
4.1
|
|
|
|
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registration
Statement on Form S-1/A (file no. 333-165212) filed on May 19, 2010). |
|
|
|
|
|
4.2
|
|
**
|
|
Form of Senior Indenture. |
|
|
|
|
|
4.3
|
|
**
|
|
Form of Subordinated Indenture. |
|
|
|
|
|
4.4
|
|
***
|
|
Form of Warrant Agreement. |
|
|
|
|
|
4.5
|
|
***
|
|
Form of Depositary Agreement. |
|
|
|
|
|
4.6
|
|
|
|
Registration Rights Agreement dated as of February 2, 2011 among the Company, the
Guarantors and J.P. Morgan Securities LLC, as representative of the several initial
purchasers (incorporated by reference to Exhibit 4.3 to the Companys Current Report on
Form 8-K (file no. 001-34776) filed on February 2, 2011). |
|
|
|
|
|
4.7
|
|
|
|
Registration Rights Agreement dated as of June 22, 2010 by and between Oasis Petroleum
Inc. and OAS Holding Company LLC (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K (file no. 001-34776) filed on June 24, 2010). |
|
|
|
|
|
4.8
|
|
|
|
Indenture dated as of February 2, 2011 among the Company and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K (file no. 001-34776) filed on February 2, 2011). |
|
|
|
|
|
4.9
|
|
|
|
Supplemental Indenture dated as of February 2, 2011 among the Company, the Guarantors and
U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to
the Companys Current Report on Form 8-K (file no. 001-34776) filed on February 2, 2011). |
|
|
|
|
|
4.10
|
|
|
|
Supplemental Indenture dated as of September 19, 2011 among the Company, the Guarantors
and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4
of the Companys Registration Statement on Form S-4 (file no. 333-176974) filed on
September 23, 2011). |
|
|
|
|
|
5.1
|
|
**
|
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. |
|
|
|
|
|
5.2
|
|
*
|
|
Opinion of Vinson & Elkins L.L.P. as to the guarantees covered by this Post-Effective
Amendment No. 1 to Form S-3. |
|
|
|
|
|
12.1
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit
12.1 of the Companys Registration Statement on Form S-4 (file no. 333-176974) filed on
September 23, 2011). |
|
|
|
|
|
23.1
|
|
*
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
|
|
|
|
|
23.2
|
|
**
|
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). |
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
|
|
Exhibit Title |
23.3
|
|
**
|
|
Consent of W.D. Von Gonten & Co. |
|
|
|
|
|
23.4
|
|
**
|
|
Consent of DeGolyer and MacNaughton. |
|
|
|
|
|
24.1
|
|
**
|
|
Power of Attorney (included on the signature page to the original Registration Statement). |
|
|
|
|
|
25.1
|
|
**
|
|
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939
respecting the Senior Indenture. |
|
|
|
|
|
25.2
|
|
**
|
|
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939
respecting the Subordinated Indenture. |
|
|
|
* |
|
Filed herewith. |
|
** |
|
Previously filed as an Exhibit to the Registration Statement. |
|
*** |
|
To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act
or in a post-effective amendment to this registration statement. |
(b) Financial Statement Schedules.
No financial statement schedules are included herein. All other schedules for which provision
is made in the applicable accounting regulation of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable, or the information is included in the
consolidated financial statements, and have therefore been omitted.
(c) Reports, Opinions, and Appraisals.
The following reports, opinions, and appraisals are included herein: None.
ITEM 17. Undertakings
Each undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
a. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the
Securities Act);
b. To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in the effective registration
statement;
c. To include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs 1(a), 1(b) and 1(c) of this section do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or
15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
2. That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment 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.
3. To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
a. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be
part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
b. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
5. That, for the purpose of determining liability of the registrant under the Securities Act
to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
a. Any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424;
b. Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
c. The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
d. Any other communication that is an offer in the offering made by the undersigned registrant
to the purchaser.
6. That, for purposes of determining any liability under the Securities Act, each filing of
the registrants annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that
is incorporated by reference in the registration statement 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.
7. 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.
8. To file an application for the purpose of determining the eligibility of the trustee under
each of the Senior Indenture and the Subordinated Indenture to act under subsection (a) of Section
310 of the Trust Indenture Act of
1939, as amended (the Act) in accordance with the rules and regulations prescribed by the
Commission under section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Houston, in the State of Texas, on
October 27, 2011.
|
|
|
|
|
|
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, as amended, this Registration
Statement has been signed below 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
|
|
October 27, 2011 |
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Taylor L. Reid*
Taylor L. Reid
|
|
Executive Vice President, Chief Operating
Officer and Director
|
|
October 27, 2011 |
|
|
|
|
|
/s/ Michael H. Lou
Michael H. Lou
|
|
Executive Vice President and Chief
Financial Officer
|
|
October 27, 2011 |
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Roy W. Mace*
Roy W. Mace
|
|
Senior Vice President and Chief
Accounting Officer |
|
|
|
|
(Principal Accounting Officer)
|
|
October 27, 2011 |
|
|
|
|
|
/s/ William J. Cassidy*
William J. Cassidy
|
|
Director
|
|
October 27, 2011 |
|
|
|
|
|
/s/ Ted Collins, Jr.*
Ted Collins, Jr.
|
|
Director
|
|
October 27, 2011 |
|
|
|
|
|
/s/ Michael McShane*
Michael McShane
|
|
Director
|
|
October 27, 2011 |
|
|
|
|
|
/s/ Douglas E. Swanson, Jr.*
Douglas E. Swanson, Jr.
|
|
Director
|
|
October 27, 2011 |
|
|
|
|
|
/s/ Robert L. Zorich*
Robert L. Zorich
|
|
Director
|
|
October 27, 2011 |
|
|
|
|
|
*By
|
|
/s/ Thomas B. Nusz
Thomas B. Nusz,
|
|
|
|
|
as attorney-in fact |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the
registrants certifies that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Houston, in the State of Texas, on October 27, 2011.
|
|
|
|
|
|
OASIS PETROLEUM LLC
OASIS PETROLEUM NORTH AMERICA LLC
OASIS PETROLEUM MARKETING LLC
OASIS WELL SERVICES LLC
|
|
|
By: |
/s/ Thomas B. Nusz |
|
|
|
Thomas B. Nusz |
|
|
|
President and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ Thomas B. Nusz
Thomas B. Nusz
|
|
President and
Chief Executive Officer (Principal Executive Officer)
|
|
October 27, 2011 |
|
|
|
|
|
/s/ Michael H. Lou
Michael H. Lou
|
|
Executive Vice President and Chief
Financial Officer
|
|
October 27, 2011 |
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Roy W. Mace
Roy W. Mace
|
|
Senior Vice President and Chief
Accounting Officer
|
|
October 27, 2011 |
|
|
(Principal Accounting Officer) |
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
|
|
Exhibit Title |
1.1
|
|
***
|
|
Form of Underwriting Agreement. |
|
|
|
|
|
3.1
|
|
|
|
Amended and Restated Certificate of Incorporation of Oasis Petroleum Inc. (incorporated
by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K (file no.
001-34776) filed on June 24, 2010). |
|
|
|
|
|
3.2
|
|
|
|
Amended and Restated Bylaws of Oasis Petroleum Inc. (incorporated by reference to Exhibit
3.2 to the Companys Current Report on Form 8-K (file no. 001-34776) filed on June 24,
2010). |
|
|
|
|
|
4.1
|
|
|
|
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registration
Statement on Form S-1/A (file no. 333-165212) filed on May 19, 2010). |
|
|
|
|
|
4.2
|
|
**
|
|
Form of Senior Indenture. |
|
|
|
|
|
4.3
|
|
**
|
|
Form of Subordinated Indenture. |
|
|
|
|
|
4.4
|
|
***
|
|
Form of Warrant Agreement. |
|
|
|
|
|
4.5
|
|
***
|
|
Form of Depositary Agreement. |
|
|
|
|
|
4.6
|
|
|
|
Registration Rights Agreement dated as of February 2, 2011 among the Company, the
Guarantors and J.P. Morgan Securities LLC, as representative of the several initial
purchasers (incorporated by reference to Exhibit 4.3 to the Companys Current Report on
Form 8-K (file no. 001-34776) filed on February 2, 2011). |
|
|
|
|
|
4.7
|
|
|
|
Registration Rights Agreement dated as of June 22, 2010 by and between Oasis Petroleum
Inc. and OAS Holding Company LLC (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K (file no. 001-34776) filed on June 24, 2010). |
|
|
|
|
|
4.8
|
|
|
|
Indenture dated as of February 2, 2011 among the Company and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K (file no. 001-34776) filed on February 2, 2011). |
|
|
|
|
|
4.9
|
|
|
|
Supplemental Indenture dated as of February 2, 2011 among the Company, the Guarantors and
U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to
the Companys Current Report on Form 8-K (file no. 001-34776) filed on February 2, 2011). |
|
|
|
|
|
4.10
|
|
|
|
Supplemental Indenture dated as of September 19, 2011 among the Company, the Guarantors
and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4
of the Companys Registration Statement on Form S-4 (file no. 333-176974) filed on
September 23, 2011). |
|
|
|
|
|
5.1
|
|
**
|
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. |
|
|
|
|
|
5.2
|
|
*
|
|
Opinion of Vinson & Elkins L.L.P. as to the guarantees covered by this Post-Effective
Amendment No. 1 to Form S-3. |
|
|
|
|
|
12.1
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit
12.1 of the Companys Registration Statement on Form S-4 (file no. 333-176974) filed on
September 23, 2011). |
|
|
|
|
|
23.1
|
|
*
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
|
|
|
|
|
23.2
|
|
**
|
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). |
|
|
|
|
|
23.3
|
|
**
|
|
Consent of W.D. Von Gonten & Co. |
|
|
|
|
|
23.4
|
|
**
|
|
Consent of DeGolyer and MacNaughton. |
|
|
|
|
|
24.1
|
|
**
|
|
Power of Attorney (included on the signature page to the original Registration Statement). |
|
|
|
|
|
25.1
|
|
**
|
|
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939
respecting the Senior Indenture. |
|
|
|
|
|
25.2
|
|
**
|
|
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939
respecting the Subordinated Indenture. |
|
|
|
* |
|
Filed herewith. |
|
** |
|
Previously filed as an Exhibit to the Registration Statement. |
|
*** |
|
To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act
or in a post-effective amendment to this registration statement. |