Whiting Petroleum Corporation (NYSE:WLL) completed the acquisition of Oasis Petroleum Inc. (NasdaqGS:OAS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., JPMorgan Chase & Co. (NYSE:JPM) and others in a reverse merger transaction.
Whiting Petroleum Corporation (NYSE:WLL) entered into an agreement to acquire Oasis Petroleum Inc. (NasdaqGS:OAS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., JPMorgan Chase & Co. (NYSE:JPM) and others for $3.5 billion in a reverse merger transaction on March 7, 2022. Whiting and Oasis entered into an agreement to combine in a merger of equals transaction, Under the terms of the which, Whiting shareholders will receive 0.5774 shares of Oasis common stock and $6.25 in cash for each share of Whiting common stock owned. Upon completion of the transaction, Whiting shareholders will own approximately 53% and Oasis shareholders will own approximately 47% of the combined company on a fully diluted basis. In connection with the closing of the transaction, Oasis shareholders will receive a special dividend of $15 per share. The combined company will operate under a new name and is expected to trade on the NASDAQ under a new ticker to be announced prior to closing. In case the merger agreement is terminated, Whiting would be required to pay a termination fee of $98 million or approximately 3% of the transaction’s equity value at signing. Oasis will also pay a termination fee of $98 million.
Upon closing, Whiting’s President and Chief Executive Officer, Lynn Peterson, will serve as Executive Chair of the Board of Directors of the combined company, and, Oasis’ Chief Executive Officer, Daniel E. Brown, will serve as President and Chief Executive Officer and as a member of the Board. The Board of Directors of the combined company will consist of ten directors, comprising four independent directors from the current Whiting Board, as well as Lynn Peterson, and four independent directors from the current Oasis Board, along with Danny Brown. Company’s leadership team includes Michael Lou, Oasis’ Chief Financial Officer, Chip Rimer, Whiting’s Chief Operating Officer and Scott Regan, Whiting’s GC, who will serve in their respective capacities in the combined company. The combined company will be headquartered in Houston upon closing but will retain the Denver office.
The closing of the transaction is subject to customary closing conditions, including, among others, approval by Whiting and Oasis shareholders; expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; effectiveness of the Registration Statement; authorization for listing of the Oasis Common Stock issuable pursuant to the Merger Agreement on NASDAQ; declaration of the Special Dividend; and receipt of certain tax opinions. The transaction has been unanimously approved by the Boards of Directors of both companies. The Whiting and Oasis special meeting will be held on June 28, 2022. On April 28, 2022, Oasis filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, which was declared effective by the SEC on May 24, 2022. As of June 16, 2022, Oasis announced today that its Board of Directors has, subject to certain conditions, declared a special dividend of $15 per share of Oasis common stock. The transaction is expected to close in the second half of 2022. As of June 16, 2022, the merger is expected to close on July 1, 2022. The transaction will be accretive to key per-share metrics, while maintaining a strong, relatively unlevered pro forma balance sheet at close.
Citigroup Global Markets Inc. acted as financial advisor, and Sean Wheeler, Debbie Yee, Cephas Sekhar, David Wheat, William Dong, Rob Fowler, Julian Seiguer, Bryan Flannery, Mary Kogut, Arthur Lotz and Carla Hine of Kirkland & Ellis LLP acted as legal advisor to Whiting. Tudor, Pickering, Holt & Co. and RBC Capital Markets LLC acted as financial advisors, and David P. Oelman, Stephen M. Gill, Benjamin Barron, David D’Alessandro, Dario Mendoza, Ryan Carney, Lina Dimachkieh, Darren Tucker, Dave Wicklund, James Payne, Larry Pechacek, Suzanne Clevenger, Jessica Peet and Jamie Leader of Vinson & Elkins LLP acted as legal advisor to Oasis. Tudor, Pickering, Holt & Co. acted as fairness opinion provider to Oasis' Board. Citigroup Global Markets Inc. acted as fairness opinion provider to Whiting's Board. Latham & Watkins LLP acted as legal advisor to Whiting's Board. Computershare Trust Company, National Association acted as transfer agent to Oasis and Whiting. Georgeson LLC acted as proxy solicitor to Whiting for a fee of $20,000 and Okapi Partners LLC acted as proxy solicitor to Oasis. Tudor, Pickering, Holt & Co., LLC is entitled to receive up to $14.0 million in fees for its services, fee of $2.0 million was payable upon the delivery of the opinion. Whiting has agreed to pay Citi for its services in connection with the merger an aggregate fee of up to $16.5 million, of which $3.0 million was payable upon delivery of Citi’s opinion and the balance is payable contingent upon consummation of the merger. Whiting also agreed to pay Citi an additional fee of up to $3.5 million, with the amount to be determined in the sole discretion of Whiting, upon consummation of the merger. Oasis has retained Okapi Partners LLC to assist in soliciting proxies and have agreed to pay Okapi Partners LLC a fee not to exceed $50,000 plus out of pocket expenses.
Whiting Petroleum Corporation (NYSE:WLL) completed the acquisition of Oasis Petroleum Inc. (NasdaqGS:OAS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., JPMorgan Chase & Co. (NYSE:JPM) and others in a reverse merger transaction on July 1, 2022. The combined company common stock is expected to begin trading on the NASDAQ Global Select Market under the ticker symbol "CHRD" on July 5, 2022