1. NAME OF REPORTING PERSON
SPO Partners II, L.P.
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
WC
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
19,066,100 (1)
|
|
8. SHARED VOTING POWER
-0-
|
||
9. SOLE DISPOSITIVE POWER
19,066,100 (1)
|
||
10. SHARED DISPOSITIVE POWER
-0-
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,066,100
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
|
||
14. TYPE OF REPORTING PERSON
PN
|
(1)
|
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
|
1. NAME OF REPORTING PERSON
SPO Advisory Partners, L.P.
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
Not Applicable
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
19,066,100 (1) (2)
|
|
8. SHARED VOTING POWER
-0-
|
||
9. SOLE DISPOSITIVE POWER
19,066,100 (1) (2)
|
||
10. SHARED DISPOSITIVE POWER
-0-
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,066,100
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
|
||
14. TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as the sole general partner of SPO Partners II, L.P.
|
(2)
|
Power is exercised through its sole general partner, SPO Advisory Corp.
|
1. NAME OF REPORTING PERSON
San Francisco Partners, L.P.
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
WC
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
1,308,400 (1)
|
|
8. SHARED VOTING POWER
-0-
|
||
9. SOLE DISPOSITIVE POWER
1,308,400 (1)
|
||
10. SHARED DISPOSITIVE POWER
-0-
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,308,400
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
14. TYPE OF REPORTING PERSON
PN
|
(1)
|
Power is exercised through its sole general partner, SF Advisory Partners, L.P.
|
1. NAME OF REPORTING PERSON
SF Advisory Partners, L.P.
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
Not Applicable
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
1,308,400 (1) (2)
|
|
8. SHARED VOTING POWER
-0-
|
||
9. SOLE DISPOSITIVE POWER
1,308,400 (1) (2)
|
||
10. SHARED DISPOSITIVE POWER
-0-
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,308,400
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
14. TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
|
(2)
|
Power is exercised through its sole general partner, SPO Advisory Corp.
|
1. NAME OF REPORTING PERSON
SPO Advisory Corp.
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
Not Applicable
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
20,374,500 (1) (2)
|
|
8. SHARED VOTING POWER
-0-
|
||
9. SOLE DISPOSITIVE POWER
20,374,500 (1) (2)
|
||
10. SHARED DISPOSITIVE POWER
-0-
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,374,500
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
||
14. TYPE OF REPORTING PERSON
CO
|
(1)
|
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 19,066,100 Shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 1,308,400 Shares.
|
(2)
|
Power is exercised through its three controlling persons, John H. Scully, Edward H. McDermott and Eli J. Weinberg.
|
1. NAME OF REPORTING PERSON
John H. Scully
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
Not Applicable
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
896,600 (1)
|
|
8. SHARED VOTING POWER
20,374,500 (2)
|
||
9. SOLE DISPOSITIVE POWER
896,600 (1)
|
||
10. SHARED DISPOSITIVE POWER
20,374,500 (2)
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,271,100
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
|
||
14. TYPE OF REPORTING PERSON
IN
|
(1)
|
Of these Shares, 198,600 Shares may be deemed beneficially owned by Mr. Scully in his capacity as controlling person, director and executive officer of the Phoebe Snow Foundation, Inc.; and 698,000 Shares may be deemed beneficially owned by Mr. Scully in his capacity as controlling person, director and executive officer of the Scully Memorial Foundation.
|
(2)
|
These Shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp.
|
1. NAME OF REPORTING PERSON
Edward H. McDermott
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
PF and Not Applicable
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
13,000
|
|
8. SHARED VOTING POWER
20,374,500 (1)
|
||
9. SOLE DISPOSITIVE POWER
13,000
|
||
10. SHARED DISPOSITIVE POWER
20,374,500 (1)
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,387,500
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
||
14. TYPE OF REPORTING PERSON
IN
|
(1)
|
These Shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.
|
1. NAME OF REPORTING PERSON
Eli J. Weinberg
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
Not Applicable
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
0
|
|
8. SHARED VOTING POWER
20,374,500 (1)
|
||
9. SOLE DISPOSITIVE POWER
0
|
||
10. SHARED DISPOSITIVE POWER
20,374,500 (1)
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,374,500
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
||
14. TYPE OF REPORTING PERSON
IN
|
(1)
|
These Shares may be deemed to be beneficially owned by Mr. Weinberg solely in his capacity as one of three controlling persons of SPO Advisory Corp.
|
1. NAME OF REPORTING PERSON
Ian R. McGuire
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
PF
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
1,842
|
|
8. SHARED VOTING POWER
0
|
||
9. SOLE DISPOSITIVE POWER
1,842
|
||
10. SHARED DISPOSITIVE POWER
0
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,842
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
**0.1%
|
||
14. TYPE OF REPORTING PERSON
IN
|
**
|
Denotes less than.
|
1. NAME OF REPORTING PERSON
Phoebe Snow Foundation, Inc.
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
WC
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
198,600 (1)
|
|
8. SHARED VOTING POWER
0
|
||
9. SOLE DISPOSITIVE POWER
198,600 (1)
|
||
10. SHARED DISPOSITIVE POWER
0
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,600
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
||
14. TYPE OF REPORTING PERSON
CO
|
(1)
|
Power is exercised through its controlling person, director and executive officer, John H. Scully.
|
1. NAME OF REPORTING PERSON
Scully Memorial Foundation
|
||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
|
3. SEC Use Only
|
||
4. SOURCE OF FUNDS
WC
|
||
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) o
|
||
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
|
7. SOLE VOTING POWER
698,000 (1)
|
|
8. SHARED VOTING POWER
0
|
||
9. SOLE DISPOSITIVE POWER
698,000 (1)
|
||
10. SHARED DISPOSITIVE POWER
0
|
||
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,000
|
||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
||
14. TYPE OF REPORTING PERSON
CO
|
(1)
|
Power is exercised through its controlling person, director and executive officer, John H. Scully.
|
Name
|
Source of Funds
|
Amount of Funds
|
SPO
|
Contributions from Partners
|
$262,640,473
|
SPO Advisory Partners
|
Not Applicable
|
Not Applicable
|
SFP
|
Contributions from Partners
|
$17,913,347
|
SF Advisory Partners
|
Not Applicable
|
Not Applicable
|
SPO Advisory Corp.
|
Not Applicable
|
Not Applicable
|
JHS
|
Not Applicable
|
Not Applicable
|
EHM
|
Not Applicable and Personal Funds (1)
|
$396,470
|
EJW
|
Not Applicable
|
Not Applicable
|
IRM
|
Personal Funds (1)
|
$59,902
|
PS Foundation
|
Contributions from Shareholders
|
$2,682,496
|
SM Foundation
|
Contributions from Shareholders
|
$19,911,920
|
(1)
|
As used herein, the term “Personal Funds” includes sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specified purpose of acquiring, holding, trading or voting Shares.
|
Exhibit A:
|
Agreement pursuant to Rule 13d-1 (k)
|
Exhibit B:
|
Power of Attorney (previously filed)
|
Exhibit C:
|
Letter Agreement, dated March 4, 2015
|
Dated: March 5, 2015
|
By: /s/ Kim M. Silva
Kim M. Silva
Attorney-in-Fact for:
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
ELI J. WEINBERG (1)
IAN R. MCGUIRE (1)
PHOEBE SNOW FOUNDATION, INC. (1)
SCULLY MEMORIAL FOUNDATION (1)
|
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
|
Reporting
Person |
Date of
Transaction |
Type
|
Class of Security
CS = Common Stock |
Number of
Shares |
Weighted
Average (1) Price Per Share $ |
Where/How
Transaction Effected |
SPO Partners II, L.P.
|
1/23/15
|
Buy
|
CS
|
934,600
|
13.24(2)
|
Open Market/Broker
|
San Francisco Partners, L.P.
|
1/23/15
|
Buy
|
CS
|
54,800
|
13.24(2)
|
Open Market/Broker
|
Phoebe Snow Foundation, Inc.
|
1/23/15
|
Buy
|
CS
|
10,600
|
13.24(2)
|
Open Market/Broker
|
Exhibit
|
Document Description
|
A
|
Agreement Pursuant to Rule 13d-1 (k)
|
B
|
Power of Attorney (previously filed)
|
C
|
Letter Agreement, dated March 4, 2015
|
Dated: March 5, 2015
|
By: /s/ Kim M. Silva
Kim M. Silva
Attorney-in-Fact for:
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
ELI J. WEINBERG (1)
IAN R. MCGUIRE (1)
PHOEBE SNOW FOUNDATION, INC. (1)
SCULLY MEMORIAL FOUNDATION (1)
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
|
EXECUTION VERSION
|
March 4, 2015
|
Oasis Petroleum
1001 Fannin Street, Suite 1500
Houston, TX 77002
|
Ladies and Gentlemen:
|
Oasis Petroleum, Inc. (the “Company”) hereby approves for purposes of Section 203 of the Delaware General Corporation Law (“Section 203”) the purchase of shares of common stock of the Company by affiliates of SPO Advisory Corp. (together with its affiliates and associates (each, as defined in Section 203), “SPO”) in an underwritten public offering commencing on March 4, 2015. In consideration of such approval, SPO hereby agrees that (i) it will not become the owner of more than 20% of the outstanding voting stock of the Company (other than as a result of actions taken solely by the Company such as share repurchases by the Company) without the prior approval of the board of directors of the Company and (ii) it will not engage in (A) any Business Combination (as defined in Section 203(c)(3)(i) and 203(c)(3)(ii) (provided that for purposes of Section 203(c)(3)(ii), 10% shall be replaced with 20%)) without the approval of 66⅔% of the outstanding voting stock of the Company which is not owned by SPO or (B) any Business Combination (as defined in Section 203(c)(3)(iii)-(v)) without the prior approval of the board of directors of the Company. SPO represents that it will acquire any shares in this offering and pursuant to the letter agreement for investment purposes. The Company and SPO acknowledge that they have engaged in preliminary discussions regarding the negotiation of a registration rights agreement between the Company and SPO containing customary terms and conditions.
|
This letter agreement (the “Agreement”), the rights and obligations of the parties under this Agreement, and any claim or controversy directly or indirectly based upon, arising out of, or leading to, this Agreement or the transactions contemplated by this Agreement (whether based upon contract, tort or any other theory), including all matters of construction, validity and performance, shall be governed and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles. SPO (on behalf of itself and each of its affiliates and associates) and the Company each represent that this Agreement has been duly executed and delivered by such party and constitutes a valid and binding agreement enforceable against such party (including, in the case of SPO, each of its affiliates and associates) in accordance with the terms hereof. Each party hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, and each party agrees not to commence any action, suit, or proceeding relating thereto except in such courts. Each party hereto irrevocably waives any right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of this Agreement. The parties hereto agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their terms or otherwise breached, and each party hereto, without prejudice to any rights to judicial relief it may otherwise have, shall be entitled to seek equitable relief, including injunction and/or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, and shall together constitute one and the same Agreement.
|
[Signature page follows]
|
Please confirm your agreement with the foregoing by signing and returning to the undersigned a duplicate copy of this Agreement.
|
|
Sincerely,
|
|
SPO ADVISORY CORP.
|
|
By: /s/ Eli J. Weinberg
|
|
Name: Eli J. Weinberg
|
|
Title: Vice President
|
|
ACCEPTED AS OF THE DATE FIRST
|
|
WRITTEN ABOVE:
|
|
OASIS PETROLEUM, INC.
|
|
By: /s/ Nickolas J. Lorentzatos
|
|
Name: Nickolas J. Lorentzatos
|
|
Title: Executive Vice President & General Counsel
|
|