Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On June 24, 2021, Oasis Midstream Partners LP (the "Partnership") entered into
an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley &
Co. LLC (the "Underwriter"), in connection with an underwritten public offering
(the "Offering") of 3,623,188 common units representing limited partnership
interests in the Partnership ("Common Units"). The Partnership has also granted
the Underwriter an option to purchase an additional 543,478 Common Units on the
terms specified in the Underwriting Agreement (the "Option"). The issuance and
sale of the Common Units has been registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to a shelf Registration Statement on
Form S-3 (Registration No. 333-227647) of the Partnership filed with and deemed
effective by the Securities and Exchange Commission on October 26, 2018. The net
proceeds from the Offering and the Option, if any, will be used to redeem from
Oasis Petroleum Inc. a number of Common Units equal to the number of Common
Units sold in the Offering and the Option, respectively. The Offering is
expected to close on June 29, 2021, subject to standard closing conditions.
Legal opinions relating to the Common Units are filed herewith as Exhibits 5.1
and 8.1.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Partnership and customary conditions to closing, obligations
of the parties and termination provisions. Additionally, the Partnership has
agreed to indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make because of any of those liabilities.
Furthermore, the Partnership and its directors and officers have agreed with the
Underwriter not to offer or sell any Common Units (or securities convertible
into or exchangeable for Common Units), subject to customary exceptions, for a
period of 60 days after the date of the Underwriting Agreement without the prior
written consent of the Underwriter.
The Underwriter and its affiliates have, from time to time, performed, and may
in the future perform, various financial advisory, commercial banking and
investment banking services for the Partnership and its affiliates, for which
they received or will receive customary fees, commissions and expenses. From
time to time, the Underwriter and its affiliates may effect transactions for
their own account or the account of customers, and hold on behalf of themselves
or their customers, long or short positions in the Partnership's debt or equity
securities or loans, and may do so in the future. The Underwriter and its
affiliates are lenders under the Partnership's revolving credit facility.
The foregoing description of the Underwriting Agreement is qualified in its
entirety by reference to such Underwriting Agreement, a copy of which is filed
herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 24, 2021, the Partnership issued a press release announcing the
Offering. The press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01 of this current report on Form 8-K, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed "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 it be deemed incorporated by reference into any filings under the
Securities Act or the Exchange Act, whether made before or after the date hereof
and regardless of any general incorporation language in such filings, except to
the extent expressly set forth by specific reference in such a filing. The
filing of this Current Report on Form 8-K shall not be deemed an admission as to
the materiality of any information herein that is required to be disclosed
solely by reason of Regulation FD.

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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

The following exhibits are filed in accordance with the provisions of Item 601
of Regulation S-K:
   Exhibit No.                                     Description of Exhibit

       1.1              Underwriting Agreement dated as of June 24, 2021 among Oasis Midstream
                        Partners LP and OMP GP LLC and Morgan Stanley & Co. LLC, as underwriter.
       5.1              Opinion of Vinson & Elkins L.L.P. regarding legality of the shares.
       8.1              Opinion of Vinson& Elkins L.L.P. relating to tax matters.
      23.1              Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit
                        5.1 hereto).
      23.2              Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit
                        8.1 hereto).
      99.1              Press Release issued by Oasis Midstream Partners LP on June 24, 2021.
                        Cover Page Interactive Data File - the cover page interactive data file does
       104              not appear in the Interactive Data File because its XBRL tags are embedded
                        within the Inline XBRL document.

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