UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
United States Oil Fund, LP (“USO”) was named as a defendant in a putative stockholder class action on July 10, 2020 by Momo Wang, individually and on behalf of others similarly situated, against defendants USO, United States Commodity Funds LLC (“USCF”), John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F. Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, Malcolm R. Fobes III, ABN Amro, BNP Paribas Securities Corp., Citadel Securities LLC, Citigroup Global Market Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC. The putative stockholder class action is pending in the U.S. District of Northern District of California as Case No. 3:20-cv-4596.
The putative class action complaint alleges that beginning in March 2020, in connection with USO’s registration and issuance of additional USO shares, defendants failed to disclose to investors certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The plaintiff alleges that defendants possessed inside knowledge about the consequences of these converging adverse events on USO and did not sufficiently acknowledge them until late April and May 2020, after USO suffered losses and was allegedly forced to abandon its investment strategy. The complaint seeks to certify a class and award the class compensatory damages at an amount to be determined at trial.
The defendants believe that the claims are completely without merit and intend to vigorously contest such claims and move for their dismissal.
USO previously reported the filing of another putative class action against USO and certain of its officers containing similar allegations to the action summarized above in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2020. USO may have additional actions filed against it based on similar allegations as those that were made in the putative class actions that have been reported. The class actions that have been reported to date, as well as any additional class actions including similar allegations, will be reported, to the extent material, in USO’s quarterly report on Form 10-Q for fiscal quarter ended March 31, 2020 to be filed with the SEC.
* * *
Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements”, including statements regarding any future litigation involving USO, which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Current Report on Form 8-K that address activities, events or developments that will or may occur in the future are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses USO and USCF have made based on expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to USO’s and USCF’s expectations and predictions, however, is subject to a number of risks and uncertainties, including, but not limited to; those discussed in USO’s filings with the SEC; changes in inflation in the United States; movements in U.S. and foreign currencies; significant market volatility in the crude oil markets and futures markets attributable to the coronavirus (COVID-19) pandemic, disputes among oil-producing countries over the potential limits on the production of crude oil, a corresponding collapse in demand for crude oil and a lack of on-land storage for crude oil; uncertainties associated with the impact from the COVID-19 pandemic, including its impact on the global and U.S. capital markets and the global and U.S. economy, the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak, the effect of the COVID-19 pandemic on USO’s business prospects, including its ability to achieve its objectives, and the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business. Consequently, all the forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements, and there can be no assurance that the actual results or developments USO and USCF anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, USO’s operations or the value of the shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED STATES OIL FUND, LP | ||
| By: | United States Commodity Funds LLC, its general partner | |
| Date: July 14, 2020 | By: | /s/ John P. Love |
| Name: | John P. Love | |
| Title: | President and Chief Executive Officer | |
Cover |
Jul. 14, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 14, 2020 |
| Entity File Number | 001-32834 |
| Entity Registrant Name | UNITED STATES OIL FUND, LP |
| Entity Central Index Key | 0001327068 |
| Entity Tax Identification Number | 20-2830691 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1850 Mt. Diablo Boulevard |
| Entity Address, Address Line Two | Suite 640 |
| Entity Address, City or Town | Walnut Creek |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94596 |
| City Area Code | (510) |
| Local Phone Number | 522-9600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Shares of United States Oil Fund, LP |
| Trading Symbol | USO |
| Security Exchange Name | NYSEArca |
| Entity Emerging Growth Company | false |
| Entity Information, Former Legal or Registered Name | Not Applicable |