Each one in plain English, with the numbers worked through for a shareholder.
24 May 2022business combination● NeutralMajor
Whiting filed its final proxy statement for the Oasis merger and began mailing it on May 24, 2022. Both companies' stockholder meetings are set for June 28, 2022. Whiting holders are asked to approve the merger, which pays $6.25 cash plus 0.5774 Oasis shares per Whiting share. Whiting and Oasis holders would own about 53% and 47% of the combined company, and the filing puts the offer at about $84.47 per Whiting share based on the May 18 Oasis price, versus $89.68 at the March 4 price. The Whiting board unanimously recommends voting for. This moves the merger thread from announcement to the shareholder vote.
The 8-K gives the terms of the Oasis merger announced the day before. Each Whiting share would convert into 0.5774 Oasis shares plus $6.25 in cash. Whiting's warrants would be assumed by Oasis and adjusted, and a $98 million termination fee applies in certain circumstances. The deal needs both companies' stockholder approvals and antitrust clearance, among other conditions. Either side can terminate if it has not closed by October 7, 2022. The combined company would have a ten-member board split five and five, be based in Houston, and have Lynn Peterson as Executive Chair and Daniel Brown as CEO. This fills in the exchange terms that were missing from the March 7 announcement.
On March 7, 2022, Whiting and Oasis Petroleum announced a merger agreement, described in their joint press release as a $6.0 billion merger of equals. The press release headline says the combined company would have 972K net Williston Basin acres and 167.8 thousand Boepd of combined fourth-quarter 2021 production, with about $65MM of annual cost savings expected. Lynn Peterson would be Executive Chair and Danny Brown President and CEO. This is a new thread after the 2020 emergence from bankruptcy. It still needs approval from both companies' shareholders and the closing conditions are unmet, and the filing itself carries no exchange ratio or other terms in the visible text.
SIR Capital Management, L.P, Shawn M. Brennan, Vincent S. Maddi, Standard Investment Research Hedged Equity Master Fund, Ltd, Standard Investment Research Energy Opportunities Master Fund, Ltd reported a Whiting Holdings LLC shareholding of 46,782 shares (0.10% of votes) in a periodic institutional filing.
