Long-Term Debt

9 Months Ended

Sep. 30, 2021

The Company’s long-term debt consists of the following:


	Successor
	September 30, 2021		December 31, 2020

	(In thousands)
Oasis Credit Facility	$	—	$	260,000
Oasis Senior Notes	400,000		—
Less: unamortized deferred financing costs on Oasis Senior Notes	(8,495)		—
Total Oasis Guarantors	391,505		260,000

OMP Credit Facility	210,000		450,000
OMP Senior Notes	450,000		—
Less: unamortized deferred financing costs on OMP Senior Notes	(9,610)		—
Total unrestricted subsidiaries	650,390		450,000
Total long-term debt, net	$	1,041,895	$	710,000

Oasis Debt

Oasis Credit Facility

The Company has a senior secured revolving credit facility (the “Oasis Credit Facility”) among Oasis Petroleum Inc., as parent, OPNA, as borrower, and Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent and the lenders party thereto, which has a maturity date of May 19, 2024.

On March 22, 2021, the Company entered into the Second Amendment to the Oasis Credit Facility to, among other things, (i) provide for the occurrence of the transactions pursuant to the Midstream Simplification, (ii) decrease the borrowing base from $575.0 million to $500.0 million, (iii) decrease the aggregate lender commitments from $575.0 million to $450.0 million, (iv) provide the ability to initiate certain share-repurchases, (v) reduce the rolling hedging requirement and add incremental flexibility to allow for restructuring of existing hedge positions and (vi) decrease the LIBOR floor from 1.00% to 0.25%.

On May 3, 2021, the Company entered into the Third Amendment to the Oasis Credit Facility to, among other things, (i) provide the ability to incur loans pursuant to a customary bridge loan facility, (ii) add customary terms allowing for the incurrence of second liens, (iii) eliminate restrictions on the ability to make deposits of cash and/or cash equivalents in connection with any letter of intent or purchase agreement for certain acquisitions or investments, (iv) remove limitations on the making of capital expenditures and (v) provide for improvements and conforming changes to terms to facilitate acquisitions and investments.

On May 21, 2021, the Company entered into the Fourth Amendment to the Oasis Credit Facility (the “Fourth Amendment”) to, among other things, (i) provide that no borrowing base reduction shall occur in connection with any issuance of senior notes in an aggregate principal amount not in excess of $550.0 million issued after the effective date of the Fourth Amendment and prior to the effectiveness of the scheduled redetermination to occur on or about October 1, 2021, (ii) reduce the borrowing base by $100.0 million upon consummation of the Primary Permian Basin Sale and (iii) increase the borrowing base by $250.0 million upon consummation of the Williston Basin Acquisition. The borrowing base increased to $900.0 million after the Company completed the semi-annual redetermination of the borrowing base on October 21, 2021 in connection with the Fifth Amendment (defined below). The Fourth Amendment also amends the exceptions from the restricted payments negative covenant to provide increased restricted payment flexibility, permitting unlimited restricted payments subject to (x) no event of default under the Oasis Credit Facility, (y) at least 25% availability under the Oasis Credit Facility and (z) the pro forma leverage ratio being not more than 1.5 to 1.0; provided that if the conditions described in clauses (x) and (y) are satisfied and the pro forma leverage ratio is less than 2.0 to 1.0, but more than 1.5 to 1.0, restricted payments are permitted in an amount such that all restricted payments made in reliance on such exception since the closing date of the Oasis Credit Facility will not exceed the positive amount of free cash flow.

On October 21, 2021, the Company entered into the Fifth Amendment to the Oasis Credit Facility (the “Fifth Amendment”). In connection with the Fifth Amendment, the semi-annual redetermination of the Company’s borrowing base was completed which, effective October 21, 2021, increased the borrowing base to $900.0 million and reaffirmed the aggregated lender commitments of $450.0 million.

At September 30, 2021, the Company had no borrowings outstanding and $1.3 million of outstanding letters of credit under the Oasis Credit Facility, resulting in an unused borrowing capacity of $398.7 million. During the three months ended September 30, 2021, there were no borrowings outstanding under the Oasis Credit Facility. For the nine months ended September 30, 2021, the weighted average interest rate incurred on borrowings under the Oasis Credit Facility was 4.2%. The fair value of the Oasis Credit Facility approximates its carrying value since borrowings under the Oasis Credit Facility bear interest at variable rates, which are tied to current market rates.

The Oasis Credit Facility contains customary events of default, as well as cross-default provisions with other indebtedness of OPNA and the restricted subsidiaries under the Oasis Credit Facility. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Oasis Credit Facility to be immediately due and payable. There are no cross-default provisions between the Oasis Credit Facility and the indebtedness of OMP and its restricted subsidiaries that are applicable subsequent to the Midstream Simplification. The Company was in compliance with the financial covenants under the Oasis Credit Facility at September 30, 2021.

Oasis Bridge Facility

On May 3, 2021, the Company entered into a commitment letter with J.P. Morgan Chase Bank, N.A., Wells Fargo and Wells Fargo Securities, LLC (the “Arrangers”) pursuant to which the Arrangers committed to provide the Company a $500.0 million senior secured second lien facility (the “Oasis Bridge Facility”) to partially finance the transactions contemplated by the Williston Basin Acquisition. Prior to being drawn, the Oasis Bridge Facility was replaced with the Oasis Senior Notes (defined below), which terminated all obligations under the Oasis Bridge Facility. During the nine months ended September 30, 2021, the Company incurred aggregate fees in connection with the Oasis Bridge Facility of $7.8 million, which were recorded to interest expense on the Company’s Condensed Consolidated Statement of Operations. No fees were incurred during the three months ended September 30, 2021.

Oasis Senior Notes

On June 9, 2021, the Company issued in a private placement $400.0 million of 6.375% senior unsecured notes due June 1, 2026 (the “Oasis Senior Notes”). The Oasis Senior Notes were issued at par and resulted in net proceeds of $393.0 million, after deducting the underwriters’ discounts and commissions. The proceeds were held in a standalone bank account at September 30, 2021 and were used to fund a portion of the consideration for the Williston Basin Acquisition upon its completion on October 21, 2021 (see Note 9 – Acquisitions).

In connection with the issuance of the Oasis Senior Notes, the Company recorded deferred financing costs of $9.0 million, which are being amortized over the term of the notes. The fair value of the Oasis Senior Notes, which are publicly traded among qualified institutional investors and represent a Level 1 fair value measurement, was $419.0 million at September 30, 2021.

Interest on the Oasis Senior Notes is payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2021. The Oasis Senior Notes are guaranteed on a senior unsecured basis by the Company, along with its wholly-owned subsidiaries (the “Oasis Guarantors”). These guarantees are full and unconditional and joint and several among the Oasis Guarantors, subject to certain customary release provisions. The indentures governing the Oasis Senior Notes contain customary events of default. In addition, the indenture governing the Oasis Senior Notes contains cross-default provisions with other indebtedness of Oasis and its restricted subsidiaries; however, there are no cross-default provisions with the indebtedness of OMP and its restricted subsidiaries.

The indentures governing the Oasis Senior Notes restrict the Company’s ability and the ability of certain of its subsidiaries to, among other things: (i) make investments; (ii) incur additional indebtedness or issue preferred stock; (iii) create liens; (iv) sell assets; (v) enter into agreements that restrict dividends or other payments by restricted subsidiaries; (vi) consolidate, merge or transfer all or substantially all of the Company’s assets with another company; (vii) enter into transactions with affiliates; (viii) pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. If at any time when the Oasis Senior Notes are rated investment grade by two out of the three rating agencies and no default (as defined in the indentures) has occurred and is continuing, many of such covenants will terminate and the Company will cease to be subject to such covenants. The Company was in compliance with the terms of the indentures for the Oasis Senior Notes as of September 30, 2021.

OMP Debt

OMP Credit Facility

OMP has a senior secured revolving credit facility (the “OMP Credit Facility”) among OMP, as parent, OMP Operating LLC, as borrower, Wells Fargo, as administrative agent and the lenders party thereto. On March 22, 2021, OMP entered into the Fourth Amendment to the OMP Credit Facility (the “OMP Credit Facility Fourth Amendment”) to, among other things, (i) provide for the occurrence of the transactions pursuant to the Midstream Simplification, (ii) amend the consolidated total leverage ratio financial covenant to no greater than 5.00 to 1.00, (iii) amend the consolidated senior secured leverage ratio to no greater than 3.00 to 1.00, (iv) amend the consolidated interest coverage ratio to no less than 2.50 to 1.00, (v) provide for the issuance of the OMP Senior Notes (defined below), (vi) decrease the aggregate lender commitments from $575.0 million to $450.0 million, (vii) increase pricing for credit under the OMP Credit Facility and (viii) extend the maturity date from September 25, 2022 until at least September 30, 2024.

Following the OMP Credit Facility Fourth Amendment, the applicable margin for borrowings under the OMP Credit Facility varies from (a) in the case of LIBOR loans (defined in the OMP Credit Facility as Eurodollar Loans), 2.25% to 3.25%, and (b) in the case of domestic bank prime rate interest loans (defined in the OMP Credit Facility as ABR Loans) or swingline loans, 1.25% to 2.25%. The unused portion of the OMP Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%.

At September 30, 2021, the aggregate amount of elected commitments under the OMP Credit Facility was $450.0 million, and there were $210.0 million of borrowings outstanding and $5.5 million of outstanding letters of credit, resulting in an unused borrowing capacity of $234.5 million. For the three and nine months ended September 30, 2021, the weighted average interest rate incurred on borrowings under the OMP Credit Facility was 2.5% and 2.4%, respectively. The fair value of the OMP Credit Facility approximates its carrying value since borrowings under the OMP Credit Facility bear interest at variable rates, which are tied to current market rates.

The OMP Credit Facility contains customary events of default, as well as cross-default provisions with other indebtedness of OMP and the restricted subsidiaries under the OMP Credit Facility. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the OMP Credit Facility to be immediately due and payable. There are no cross-default provisions between the OMP Credit Facility and the indebtedness of Oasis and its restricted subsidiaries. OMP was in compliance with the financial covenants under the OMP Credit Facility at September 30, 2021.

OMP Senior Notes

On March 30, 2021, OMP and OMP Finance Corp. (“OMP Finance” and together with OMP, the “OMP Issuers”) issued in a private placement $450.0 million of 8.00% senior unsecured notes due April 1, 2029 (the “OMP Senior Notes”). The OMP Senior Notes were issued at par and resulted in net proceeds, after deducting the underwriters’ gross spread, of $442.1 million. OMP used the net proceeds from the OMP Senior Notes to: (i) make a distribution to OMS Holdings of $231.5 million in connection with the Midstream Simplification, (ii) repay $204.0 million of outstanding principal borrowings and $0.5 million of accrued interest under the OMP Credit Facility and (iii) pay approximately $6.1 million in fees and other expenses. In connection with the issuance of the OMP Senior Notes, OMP recorded deferred financing costs of $10.2 million, which are being amortized over the term of the notes. The fair value of the OMP Senior Notes, which are publicly traded among qualified institutional investors and represent a Level 1 fair value measurement, was $468.0 million at September 30, 2021.

Interest on the OMP Senior Notes is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2021. The OMP Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the OMP Issuers, along with OMP’s wholly-owned subsidiaries (the “OMP Guarantors”). The OMP Senior Notes guarantees are joint and several obligations of the OMP Guarantors. The OMP Issuers and the OMP Guarantors do not have any significant restrictions on the ability to obtain funds from its subsidiaries by dividend or loan. In addition, there are no restrictions on the subsidiaries to transfer funds, and as such, there are no restricted net assets to disclose.

The indenture governing the OMP Senior Notes contains certain covenants that, subject to certain exceptions and qualifications, among other things, limit OMP’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional indebtedness or issue certain redeemable or preferred equity, (ii) make certain investments, (iii) declare or pay dividends or make distributions on equity interests or redeem, repurchase or retire equity interests or subordinated indebtedness, (iv) transfer or sell assets including equity of restricted subsidiaries, (v) agree to payment restrictions affecting OMP’s restricted subsidiaries, (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, (vii) enter into transactions with affiliates, (viii) incur liens and (ix) designate certain of OMP’s subsidiaries as unrestricted subsidiaries. The indenture governing the OMP Senior Notes contains cross-default provisions with other indebtedness of OMP and its restricted subsidiaries; however, there are no cross-default provisions with the indebtedness of Oasis and its restricted subsidiaries.