Item 1.01 Entry into a Material Definitive Agreement

Amended and Restated Company Credit Agreement

The Company is party to that certain Credit Agreement dated as of November 19, 2020, by and among the Company, Oasis Petroleum LLC, a Delaware limited liability company, Oasis Petroleum North America LLC, a Delaware limited liability company, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the other parties party thereto (as amended by the First Amendment to Credit Agreement, dated as of February 19, 2021, the Second Amendment to Credit Agreement, dated as of March 22, 2021, the Third Amendment to Credit Agreement, dated as of May 3, 2021, the Fourth Amendment to Credit Agreement, dated as of May 21, 2021, the Fifth Amendment to Credit Agreement, dated as of October 21, 2021, and the Sixth Amendment to Credit Agreement, dated as of December 22, 2021, the "Existing Credit Agreement").

On July 1, 2022, the Existing Credit Agreement was amended and restated to, among other things, (a) increase of the aggregate elected commitments to $800,000,000 and the borrowing base to $2,000,000,000, (b) increase and/or expand the exceptions to the negative covenants and other thresholds to reflect the increased size of the Company, (c) extend the maturity date thereunder and (d) add certain of the acquired entities as guarantors thereunder (as so amended and restated, the "Amended and Restated Credit Agreement").

The foregoing description of the Amended and Restated Credit Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, which is attached hereto as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

As discussed in the Introductory Note to this Current Report on Form 8-K, on July 1, 2022, the Company completed its previously announced merger of equals with Whiting pursuant to the terms of the Merger Agreement.

The foregoing description, the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.



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Item 2.02 Results of Operations and Financial Condition

On July 1, 2022, the Company issued a press release announcing completion of the transactions contemplated by the Merger Agreement, containing updated guidance for historical Oasis and for Whiting for the quarter ended June 30, 2022. In addition, on July 1, 2022, the Company released an investor presentation regarding the transactions contemplated by the Merger Agreement and containing pro forma financial results for the quarter ended March 31, 2022 and updated guidance for the quarter ended June 30, 2022.

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 Instructions 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 and 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in the Introductory Note, Item 1.01 and Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Departure of Directors; Appointment of Directors

As contemplated by the Merger Agreement, John Jacobi, N. John Lancaster, Jr. and Robert McNally resigned from the Company's Board of Directors (the "Board") effective as of immediately prior to the Company Merger Effective Time. Such resignations were not the result, in whole or in part, of any disagreement with the Company or the Company's management.

Effective as of the Company Merger Effective Time, the Board increased to ten members and appointed Lynn A. Peterson, Susan M. Cunningham, Paul J. Korus, Kevin S. McCarthy and Anne Taylor, whose biographies are included below. As a result, as of the Closing, the Board has ten members consisting of Mr. Peterson as Executive Chair, Ms. Cunningham, Mr. Korus, Mr. McCarthy, Ms. Taylor, Mr. Daniel E. Brown, Mr. Douglas E. Brooks, Ms. Samantha Holroyd, Ms. Cynthia L. Walker, and Ms. Marguerite N. Woung-Chapman. The Board also appointed Mr. Brooks to serve as Lead Independent Director.

As of the Company Merger Effective Time, the Board eliminated the previous Nominating, Environmental, Social & Governance Committee and replaced it with a separate Nominating & Governance Committee (the "Nominating & Governance Committee") and Environmental, Social & Governance Committee (the "Environmental, Social & Governance Committee").

As of the Company Merger Effective Time:



  •   Mr. Peterson was appointed Executive Chair of the Board;



         •   Ms. Cunningham and Mr. Korus were appointed as members of the Audit &
             Reserves Committee (the "Audit & Reserves Committee") and Ms. Walker
             was confirmed as Chair of the Audit & Reserves Committee;



         •   Mr. McCarthy and Mr. Brooks were appointed as members of the
             Compensation Committee (the "Compensation Committee") and Ms. Taylor
             was appointed as Chair of the Compensation Committee;



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         •   Mr. McCarthy, Ms. Walker and Ms. Taylor was appointed as a member of
             the Nominating & Governance Committee and Ms. Woung-Chapman was
             appointed as Chair of the Nominating & Governance Committee; and



         •   Ms. Holroyd, Mr. Brooks and Mr. Korus were appointed as members of the
             Environmental, Social & Governance Committee and Ms. Cunningham was
             appointed as Chair of the Environmental, Social & Governance
             Committee.

Mr. Peterson, age 69, joined the Whiting board in 2020, and has served as the President and Chief Executive Officer since 2020. Prior to joining Whiting, Mr. Peterson was the Chairman of the Board, Chief Executive Officer and President of SRC Energy Inc. from May 2015 to January 2020 until the closing of its merger with PDC Energy, Inc. From January 2020 to September 2020, he was a private investor. He was a co-founder of Kodiak Oil & Gas Corporation ("Kodiak"), and served Kodiak as a director (2001-2014) and as its President, Chief Executive Officer (2002-2014) and Chairman of the Board (2011-2014) until its acquisition by Whiting Petroleum Corporation in December 2014. He also previously served as a director of Whiting from December 2014 to June 2015. Mr. Peterson has 41 years of industry experience. He holds a Bachelor of Science degree in accounting from the University of Northern Colorado.

Ms. Cunningham, age 66, joined the Whiting board in 2020. From 2017 to 2019, Ms. Cunningham served as an Advisor for Darcy Partners, a consulting firm. Ms. Cunningham served as Executive Vice President, EHSR and New Frontiers, for Noble Energy, Inc. from 2014 to 2017. She previously served at Noble Energy, Inc. as Senior Vice President of Gulf of Mexico, West Africa and Frontier Ventures. In addition, she established Noble Energy's business and innovation department, which she also oversaw. Prior to Noble Energy, Ms. Cunningham held various positions at Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. She holds a Bachelor's degree in geology and physical geography from McMaster University in Ontario, Canada. She also completed an advanced management program through Rice University's Office of Executive Development.

Mr. Korus, age 65, joined the Whiting board in 2020. Mr. Korus was the Senior Vice President and Chief Financial Officer of Cimarex Energy Co. from 2002 until his retirement in 2015, and held the same positions with its predecessor, Key Production Company, from 1999 through 2002. He began his oil and gas career in 1982 with Apache Corporation, where he held positions in corporate planning, information technology and investor relations. He holds a Bachelor of Science . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

On June 30, 2022, the Company filed a Certificate of Elimination (the "Certificate of Elimination") with the Secretary of State of the State of Delaware eliminating all provisions of the Certificate of Designations filed by the Company with the Delaware Secretary of State on August 3, 2021 related to a series of preferred stock designated as Series A Junior Participating Preferred Stock (the "Series A Preferred Stock") established pursuant to the Tax Benefits Preservation Plan, dated as of August 3, 2021. Such shares previously designated Series A Preferred Stock will be returned to the authorized but undesignated shares of the Company's preferred stock.

At the Company Merger Effective Time, (i) the Amended and Restated Certificate of Incorporation of the Company (the "Certificate") was amended by that certain Certificate of Amendment to the Certificate (the "Certificate Amendment"), and (ii) the Second Amended and Restated Bylaws of the Company were amended and restated (the "Third A&R Bylaws"), in each case to change the name of the Company from Oasis Petroleum Inc. to Chord Energy Corporation. In addition, the Certificate of Amendment increased the number of authorized shares of Company Common Stock from 60,000,000 shares to 120,000,000 shares, and the Third A&R Bylaws reflect the implementation of the "Executive Chair" role to be filled by Mr. Peterson.

The foregoing description of the Certificate of Elimination, the Certificate Amendment and the Third A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, the Certificate Amendment and the Third A&R Bylaws, which are attached as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 hereto, respectively.

The information set forth in the Introductory Note and Item 1.01 to this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision

of the Code of Ethics

At the Company Merger Effective Time, (i) the Code of Business Conduct and Ethics (as amended, the "Amended Code of Ethics") was amended to change the name of the Company from Oasis Petroleum Inc. to Chord Energy Corporation and to update certain employment practices and policies on reporting violations, among other things, and (ii) the Financial Code of Ethics (as amended, the "Amended Financial Code of Ethics") was amended to change the name of the Company from Oasis Petroleum Inc. to Chord Energy Corporation.

The foregoing descriptions of the Amended Code of Ethics and the Amended Financial Code of Ethics do not purport to be complete and are qualified in their entirety by reference to the Amended Code of Ethics and Amended Financial Code of Ethics, which are attached hereto as Exhibits 14.1 and 14.2, respectively.

Item 7.01 Regulation FD Disclosure

On July 1, 2022, the Company issued a press release and released an investor presentation announcing the completion of the Merger and other matters.

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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



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Item 9.01 Financial Statements and Exhibits





  (a) Financial Statements

The audited consolidated and combined balance sheets of Whiting as of December 31, 2021 and 2020 and the audited consolidated and combined statements of operations, statements of cash flows and statements of changes in equity of Whiting for the years ended December 31, 2021, 2020 and 2019, and the notes related thereto, are incorporated by reference to Whiting's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2021, filed on February 23, 2022 and amended on March 4, 2022 and April 14, 2022, and incorporated by reference into this Item 9.01(a).

The unaudited consolidated and combined balance sheets of Whiting as of March 31, 2022 and 2021 and the unaudited consolidated and combined statements of operations, statements of cash flows and statements of changes in equity of Whiting for the three months ended March 31, 2022 and 2021, and the notes related thereto, are incorporated by reference to Whiting's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2022, filed on May 4, 2021, and incorporated by reference into this Item 9.01(a).

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) for the year ended December 31, 2021 and as of and for the three months ended March 31, 2022 are set forth in the final prospectus and definitive proxy statement filed on May 24, 2022 under the caption "Unaudited Pro Forma Condensed Consolidated Combined Financial Statements," and is incorporated by reference in this Current Report on Form 8-K.



  (d) Exhibits



Exhibit
Number                                    Description

2.1            Agreement and Plan of Merger, dated as of March 7, 2022, by and
             among Oasis Petroleum Inc., Whiting Petroleum Corporation, Ohm Merger
             Sub Inc. and New Ohm LLC (incorporated by reference to Exhibit 2.1 to
             Oasis Petroleum Inc.'s Current Report on Form 8-K filed on March 8,
             2022).

3.1            Certificate of Elimination of the Series A Junior Participating
             Preferred Stock of Oasis Petroleum Inc.

3.2            Certificate of Amendment to the Amended and Restated Certificate of
             Incorporation of Oasis Petroleum Inc.

3.3            Third Amended and Restated Bylaws of Chord Energy Corporation.

10.1           Series A Warrant Agreement, dated as of September 1, 2020, by and
             among Whiting Petroleum Corporation, Computershare Inc. and
             Computershare Trust Company, N.A. (incorporated by reference to
             Exhibit 10.2 to Whiting Petroleum Corporation's Current Report on Form
             8-K12B (File No. 001-31899) filed on September 1, 2020).

10.2           Series B Warrant Agreement, dated as of September 1, 2020, by and
             among Whiting Petroleum Corporation, Computershare Inc. and
             Computershare Trust Company, N.A. (incorporated by reference to
             Exhibit 10.3 to Whiting Petroleum Corporation's Current Report on Form
             8-K12B (File No. 001-31899) filed on September 1, 2020).

10.3           Warrant Assignment and Assumption Agreement, dated as of July 1,
             2022, by and among Oasis Petroleum Inc., Whiting Petroleum
             Corporation, Computershare Inc. and Computershare Trust Company, N.A.




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Exhibit
Number                                    Description

10.4           Amended and Restated Credit Agreement, dated as of July 1, 2022, by
             and among Oasis Petroleum Inc., Oasis Petroleum LLC, Oasis Petroleum
             North America LLC, Wells Fargo Bank, N.A., and the other parties party
             thereto.

10.5           Form of Indemnification Agreement between Oasis Petroleum Inc. and
             the directors and executive officers of Oasis Petroleum Inc.
             (incorporated by reference to Exhibit 10.4 to Oasis Petroleum Inc.'s
             Current Report on Form 8-K (File No. 001-34776) filed on November 20,
             2020).

14.1           Code of Business Conduct and Ethics of Chord Energy Corporation.

14.2           Financial Code of Ethics of Chord Energy Corporation.

23.1           Consent of Deloitte & Touche LLP relating to Whiting Petroleum
             Corporation.

23.2           Consent of Netherland, Sewell & Associates, Inc. relating to Whiting
             Petroleum Corporation.

99.1           Press Release, dated July 1, 2022.

99.2           Investor Presentation, dated July 1, 2022.

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



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