Item 2.02
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Results of Operations and Financial Condition.
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On October 26, 2021, Oasis Petroleum Inc., a Delaware corporation (the Company), issued a press release announcing the
entry by Oasis Midstream Partners LP, a Delaware limited partnership (OMP), into a definitive merger agreement (the merger agreement) on October 25, 2021 with Crestwood Equity Partners LP, a Delaware
limited partnership (Crestwood), containing preliminary financial results for the quarter ended September 30, 2021, and declaring a quarterly cash dividend for the quarter ended September 30, 2021 of $0.50 per share of
the Companys common stock, par value $0.01 per share, payable on November 29, 2021 to shareholders of record as of November 15, 2021. In addition, on October 26, 2021, the Company released an investor presentation regarding the
transactions contemplated by the merger agreement and containing preliminary financial results for the quarter ended September 30, 2021 and updated guidance for the quarter ended December 31, 2021.
The full text of the press release and the investor presentation are included as Exhibits 99.1 and 99.2, respectively, to this Current Report
on Form 8-K and are incorporated into this Item 2.02 by reference.
In accordance with
General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02 and the press release and the investor presentation attached hereto as Exhibits 99.1 and 99.2, respectively, shall not be
deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01
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Regulation FD Disclosure.
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On October 26, 2021, the Company issued a press release and released an investor presentation announcing the entry by OMP into the merger
agreement on October 25, 2021 with Crestwood, pursuant to which Crestwood will acquire OMP (the merger). Under the terms of the merger agreement, (i) 6,520,944 common units representing limited partner interests in OMP
(OMP Common Units) issued and outstanding immediately prior to the effective time of the merger (the effective time) and owned by OMS Holdings LLC, a Delaware limited liability company and subsidiary of the
Company (such OMP Common Units, the Sponsor Cash Units), will be converted into and will thereafter represent the right to receive $150,000,000 in cash in the aggregate, and each other OMP Common Unit issued and outstanding
immediately prior to the effective time and owned by Oasis Petroleum or its subsidiaries (other than OMP) (together with the Sponsor Cash Units, the Sponsor Units) will be converted into and will thereafter represent the right to
receive 0.7680 common units representing limited partner interests in Crestwood (Crestwood Common Units); (ii) each OMP Common Unit issued and outstanding immediately prior to the effective time (other than the Sponsor Units) will
be converted into and will thereafter represent the right to receive 0.8700 Crestwood Common Units and (iii) all of the limited liability company interests of the OMP GP LLC, a Delaware limited liability company and the general partner of OMP,
issued and outstanding immediately prior to the effective time will be converted into and will thereafter represent the right to receive $10,000,000 in cash.
The full text of the press release and the investor presentation are included as Exhibits 99.1 and 99.2, respectively, to this Current Report
on Form 8-K and are incorporated into this Item 7.01 by reference.
In accordance with
General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release and the investor presentation attached hereto as Exhibits 99.1 and 99.2, respectively, shall not be
deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing,
forward-looking statements contained in this Current Report on Form 8-K specifically include the expectations of plans, strategies, objectives and