Item 1.01. Entry into a Material Definitive Agreement.






Merger Agreement

On March 7, 2022, Whiting Petroleum Corporation, a Delaware corporation ("Whiting"), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis ("Merger Sub"), Oasis Petroleum Inc., a Delaware corporation ("Oasis"), and New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis ("LLC Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement").

The Merger Agreement, among other things, provides for the combination of Oasis and Whiting through (i) the merger of Merger Sub with and into Whiting (the "Company Merger"), with Whiting continuing its existence as the surviving corporation following the Company Merger (the "Surviving Corporation") as a direct wholly owned subsidiary of Oasis, and (ii) the subsequent merger of the Surviving Corporation with and into LLC Sub (the "LLC Sub Merger" and, together with the Company Merger, the "Mergers"), with LLC Sub continuing as the surviving entity as a direct wholly owned subsidiary of Oasis (the "Surviving Entity"). The transactions contemplated by the Merger Agreement, including the Mergers, are referred to as the "Transactions."

The board of directors of Whiting (the "Whiting Board") unanimously (i) approved and declared advisable the Merger Agreement and the Transactions, including the Mergers, (ii) directed that the Merger Agreement be submitted to the holders of Whiting Common Stock (as defined below) for its adoption and (iii) resolved to recommend that the holders of Whiting Common Stock approve and adopt the Merger Agreement and the Transactions, including the Mergers.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Company Merger (the "Company Merger Effective Time"), each share of capital stock of Merger Sub issued and outstanding as of immediately prior to the Company Merger Effective Time will be converted into and will represent one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation ("Surviving Corporation Common Stock"), which shall constitute the only outstanding shares of common stock of the Surviving Corporation immediately following the Company Merger Effective Time. Each share of common stock of Whiting, par value $0.001 per share ("Whiting Common Stock"), issued and outstanding immediately prior to the Company Merger Effective Time (excluding certain excluded shares as set forth in the Merger Agreement, among which will be any shares with respect to which appraisal has been properly demanded pursuant to Delaware law), will be converted automatically at the Company Merger Effective Time into the right to receive 0.5774 (the "Exchange Ratio") shares of Oasis common stock, par value $0.01 per share ("Oasis Common Stock") (the "Share Consideration"), and $6.25 in cash, without interest (the "Cash Consideration" and, together with the Share Consideration, the "Merger Consideration"). In addition, at the effective time of the LLC Sub Merger (the "LLC Sub Merger Effective Time"), each share of Surviving Corporation Common Stock issued and outstanding as of immediately prior to the LLC Sub Merger Effective Time will automatically be cancelled and each unit of LLC Sub issued and outstanding immediately prior to the LLC Sub Merger Effective Time will remain issued and outstanding and will represent the only outstanding units of the Surviving Entity immediately following the LLC Sub Merger Effective Time.

Additionally, pursuant to the Merger Agreement, at the Company Merger Effective Time, each outstanding award of restricted stock units subject to time-based vesting issued pursuant to Whiting's 2020 Equity Incentive Plan (the "Whiting Equity Plan") outstanding immediately prior to the Company Merger Effective Time (each, a "Whiting Time-Based RSU Award") will be assumed by Oasis and converted into the right to receive, upon vesting, the Merger Consideration for each share of Whiting Common Stock subject to such Whiting Time-Based RSU Award (such restricted stock unit, a "Converted Time-Based RSU"), effective as of the Company Merger Effective Time. Effective as of the Company Merger Effective Time, each Converted Time-Based RSU will continue to be governed by the same terms and conditions (including vesting and forfeiture) that were applicable to the corresponding Whiting Time-Based RSU Award immediately prior to the Company Merger Effective Time; provided that immediately prior to the Company Merger Effective Time, by virtue of the occurrence of the closing of the Transactions (the "Closing"), (i) (A) one-third of each Whiting Time-Based RSU Award granted in September 2020 to an executive officer of Whiting will vest immediately and such vested portion will be canceled in exchange for the right to receive the Merger Consideration for each share of Whiting Common Stock subject to such vested portion and (B) any remaining unvested portion of such award will be assumed by Oasis and converted as described above, and (ii) each Whiting Time-Based RSU Award held by a member of the Whiting Board will vest in full immediately prior to the Company Merger Effective Time and will be canceled in exchange for the right to receive the Merger Consideration for each share of Whiting Common Stock subject to such award.





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As of the Company Merger Effective Time, each outstanding award of performance stock units issued pursuant to the Whiting Equity Plan outstanding immediately prior to the Company Merger Effective Time (each, a "Whiting PSU Award") will be assumed by Oasis and converted into the right to receive, upon vesting, the Merger Consideration for each share of Whiting Common Stock subject to such Whiting PSU Award (such performance stock unit, a "Converted PSU") with the number of shares of Whiting Common Stock subject to such Whiting PSU Award determined based on the greater of (i) the target number of performance stock units subject to such Whiting PSU Award and (ii) actual achievement of the performance criteria applicable to such Whiting PSU Award measured based on a truncated performance period that ends immediately prior to the Company Merger Effective Time. Each Converted PSU will otherwise continue to be governed by the same terms and conditions that were applicable to the corresponding Whiting PSU Award immediately prior to the Company Merger Effective Time (other than any performance-based vesting condition but including any continued service requirements).

Special Dividend to Oasis Stockholders

Prior to the Company Merger Effective Time, subject to the terms and conditions of the Merger Agreement, Oasis will declare and set record and payment dates for a special dividend to holders of Oasis Common Stock of up to $15.00 per share (the "Special Dividend"), the payment of which will be contingent on the consummation of the Company Merger. The Special Dividend will be in addition to dividends that are consistent with Oasis's previously announced dividend policy.





Treatment of Warrants

All of Whiting's outstanding warrants will be assumed by Oasis effective as of the Company Merger Effective Time on terms and conditions substantially similar to provisions set forth in the applicable Whiting warrant agreement, except that (i) the number of shares of Oasis Common Stock subject to such assumed warrant will be equal to the product of (x) the number of shares of Whiting Common Stock that were subject to such warrant immediately prior to the Company Merger Effective Time, multiplied by (y) the Exchange Ratio, and (ii) the per-share exercise price of such assumed warrant will be equal to the quotient of (1) the exercise price per share of Whiting Common Stock at which such warrant was exercisable immediately prior to the Company Merger Effective Time less the Cash Consideration, divided by (2) the Exchange Ratio.

Governance and Other Corporate Matters

The Merger Agreement provides that, at the Company Merger Effective Time, the board of the combined company will consist of ten members, of whom (i) five directors will be designated by Oasis, which designees will consist of Daniel Brown, the Chief Executive Officer, and four independent directors designated in writing by Oasis prior to the time at which the registration statement relating to the issuance of shares of Oasis Common Stock in connection with the Transactions (the "Registration Statement") becomes effective under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) five directors will be designated by Whiting, which designees will consist of Lynn A. Peterson, the Executive Chair, and four independent directors designated in writing by Whiting prior to the time at which the Registration Statement becomes effective under the Securities Act.

Mr. Peterson, will serve as Executive Chair of the board of directors of the combined company, and Mr. Brown will serve as the Chief Executive Officer of the combined company. Other senior leadership positions of the combined company will be filled by certain current executives of Whiting and Oasis.

The combined company will be headquartered in Houston, Texas, and the parties will mutually agree upon the name and new ticker symbol of the combined company prior to Closing.





Conditions to the Merger

The Closing is subject to certain conditions, including, among others, (i) the receipt of the required approvals from each of Whiting's stockholders and Oasis's stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any law or order prohibiting the consummation of the Mergers, (iv) the effectiveness of the Registration Statement, (v) the authorization for listing of the Oasis Common Stock issuable pursuant to the Merger Agreement on NASDAQ, (vi) the declaration of the Special Dividend and (vii) receipt of certain tax opinions. The obligation of each party to consummate the Mergers is also conditioned upon the other party's representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement, and the receipt of an officer's certificate from the other party to such effect.





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Termination Rights

The Merger Agreement contains certain termination rights for both Whiting and Oasis, including, among others, (i) by either Whiting or Oasis if a final non-appealable governmental order has been issued prohibiting the Mergers, (ii) by either Whiting or Oasis if the Mergers shall not have been consummated by 5:00 p.m. Houston, Texas time on October 7, 2022, (iii) by a party if the other party breaches any of its representations, warranties, covenants or other agreements in the Merger Agreement subject to certain conditions, (iv) by either Whiting or Oasis, if the requisite Whiting and Oasis stockholder approval, respectively, shall not have been obtained upon a vote at a duly held stockholder meeting or (v) by a party if the other party's board of directors changes its recommendation with respect to the Transactions.

If the Merger Agreement is terminated in certain specified circumstances, Whiting or Oasis would be required to pay the other party a termination fee of $98 million.

Other Terms of the Merger Agreement

Whiting and Oasis each have made customary representations, warranties and covenants in the Merger Agreement, in each case generally subject to customary materiality qualifiers. Among other things, each party has agreed, subject to certain exceptions, (i) to conduct its business in the ordinary course, from the date of the Merger Agreement until the earlier of the Company Merger Effective Time and the termination of the Merger Agreement, and not to take certain actions prior to the Closing without the prior written consent of the other party, (ii) not to solicit alternative business combination transactions and (iii) not to engage in discussions or negotiations regarding any alternative business combination transactions.

The foregoing summary of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

The Merger Agreement and the above description of the Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Whiting, Oasis or their respective subsidiaries. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Whiting, Oasis or any of their respective subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Whiting. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Whiting or Oasis and their respective subsidiaries that Whiting and Oasis, as applicable, include in reports, statements and other filings it makes with the Securities and Exchange Commission (the "SEC").





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No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such . . .

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.





 (d) Exhibits:



   (2.1)*     Agreement and Plan of Merger, dated as of March 7, 2022, by and
            among Oasis Petroleum Inc., Ohm Merger Sub Inc., New Ohm LLC and
            Whiting Petroleum Corporation.

(104) Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5)

of Regulation S-K. Whiting agrees to furnish a supplemental copy of any omitted

schedule or attachment to the SEC upon request.






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