Obligation Oasis Petroleum Inc. [New] 6.875% ( US674215AE80 ) en USD

Oasis Petroleum Inc. [New]

15.9 % ⇌

Etats-unis

US674215AE80 ( en USD )

6.875% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/01/2023 - Obligation échue

Prospectus brochure de l'obligation Oasis Petroleum Inc. [New] US674215AE80 en USD 6.875%, échue

2 000 USD

366 094 000 USD

674215AE8

L'Obligation émise par Oasis Petroleum Inc. [New] ( Etats-unis ) , en USD, avec le code ISIN US674215AE80, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2023

L'Obligation émise par Oasis Petroleum Inc. [New] ( Etats-unis ) , en USD, avec le code ISIN US674215AE80, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Oasis Petroleum Inc. [New] ( Etats-unis ) , en USD, avec le code ISIN US674215AE80, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1486159/000119312512287587...
424B5 1 d370781d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee
6.875% Senior Notes due 2023

$400,000,000
$45,840

(1) The filing fee of $45,840 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 has been
transmitted to the SEC in connection with the securities offered from Registration Statement File No. 333-175603
by means of this prospectus supplement.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-175603
Prospectus supplement
(To prospectus dated July 15, 2011)

The notes will mature on January 15, 2023. Interest will accrue on the notes from July 2, 2012, and the first interest payment date will be January 15, 2013. We
intend to use the net proceeds from this offering to fund our exploration, development and acquisition program and for general corporate purposes.
We may redeem some or all of the notes at any time on or after July 15, 2017 at the redemption prices set forth in this prospectus supplement. We may also
redeem up to 35% of the aggregate principal amount of the notes prior to July 15, 2015 at the redemption price set forth herein with cash proceeds we receive from
certain equity offerings. In addition, we may redeem the notes, in whole or in part, at any time before July 15, 2017 at a redemption price plus an applicable
make-whole premium set forth in this prospectus supplement. If we undergo a change of control on or prior to July 15, 2013, we may redeem al , but not less than
all, of the notes at a redemption price equal to 110% of the principal amount of the notes redeemed plus accrued and unpaid interest. We must offer to purchase the
notes if we experience specific kinds of changes of control or sell assets under certain circumstances.
The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our future indebtedness that is expressly subordinated to the
notes. The notes will rank equally in right of payment with all our existing and future senior indebtedness, including our revolving credit facility and our outstanding
series of senior notes, and will rank effectively junior in right of payment to all of our secured indebtedness (to the extent of the value of the col ateral securing such
indebtedness), including borrowings we guarantee under our revolving credit facility which are secured by substantially all of our consolidated assets. In addition,
the notes will rank structurally junior in right of payment to any of the indebtedness and liabilities of any of our subsidiaries that do not guarantee the notes.
The notes initially will be guaranteed on a senior basis by all our existing material subsidiaries and certain future material restricted subsidiaries. The guarantees will
be senior unsecured obligations of the guarantors and will rank senior in right of payment to any of their future indebtedness that is expressly subordinated to the
guarantees. The guarantees will rank equally in right of payment with all existing and future senior indebtedness of the guarantors, including our borrowings and
guarantees under our revolving credit facility and their guarantees of our outstanding series of senior notes, and will rank effectively junior in right of payment to all of
the guarantors' secured indebtedness (to the extent of the value of the collateral securing such indebtedness), including the guarantors' borrowings and guarantees
under our revolving credit facility.
Investing in the notes involves risk. See "Risk factors" beginning on page S-16 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Proceeds, before

Underwriting discounts
expenses, to Oasis

Price to public(1)
and commissions

Petroleum Inc.(1)
Per note

100.00%

1.65%

98.35%

Total

$
400,000,000
$
6,600,000
$
393,400,000

(1) Plus accrued interest, if any, from July 2, 2012.
The notes wil not be listed on a securities exchange. Currently, there is no public market for the notes.
We expect that delivery of the notes wil be made on or about July 2, 2012 in book-entry form through The Depository
Trust Company for the account of its participants, including Clearstream Banking société anonyme and Euroclear Bank
S.A./N.V.

Joint Book-Running Managers

J.P. Morgan
Citigroup

Wells Fargo Securities

RBC Capital Markets

UBS Investment Bank

RBS

Tudor, Pickering, Holt & Co.

Co-Managers
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Johnson Rice & Company L.L.C.
Simmons & Company
US Bancorp

International

June 27, 2012
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Prospectus supplement

About this prospectus supplement
S-ii

Where you can find more information
S-ii

Cautionary statement regarding forward-looking statements
S-iv

Summary
S-1

Risk factors
S-16

Ratio of earnings to fixed charges
S-40

Use of proceeds
S-41

Capitalization
S-42

Description of other indebtedness
S-43

Description of notes
S-47

Certain United States federal income and estate tax considerations
S-109
Underwriting
S-115
Legal matters
S-118
Experts
S-118
Glossary of oil and natural gas terms
A-1

Prospectus

About this Prospectus
1

The Company
1

Where You Can Find More Information
2

Cautionary Statement Regarding Forward-Looking Statements
3

Risk Factors
5

Ratios of Earnings to Fixed Charges
5

Use of Proceeds
5

Description of Debt Securities
6

Description of Capital Stock
18

Description of Warrants
22

Plan of Distribution
23

Legal Matters
25

Experts
25

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This document is in two parts. The first part is the prospectus supplement and the documents incorporated by reference
herein, which describes the specific terms of this offering of the notes. The second part is the accompanying prospectus,
which gives more general information, some of which may not apply to the notes or this offering. If the information
relating to the offering varies between the prospectus supplement and the accompanying prospectus, you should rely on
the information in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the
accompanying prospectus and any related free writing prospectus. We have not, and the underwriters have not,
authorized any dealer, salesman or other person to provide you with additional or different information. If anyone
provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the
accompanying prospectus are not an offer to sel or the solicitation of an offer to buy any securities other than the
securities to which they relate and are not an offer to sel or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the
information contained in this prospectus supplement is accurate as of any date other than the date on the front cover of
this prospectus supplement, or that the information contained in any document incorporated by reference is accurate as
of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this
prospectus supplement or any sale of a security.
Unless otherwise indicated or the context otherwise requires, al references in this prospectus supplement to "we," "us,"
"our," "Oasis Petroleum" and the "company" refer to Oasis Petroleum LLC and its subsidiaries before the completion of
our corporate reorganization in connection with our initial public offering in June 2010 and Oasis Petroleum Inc. and its
subsidiaries as of the completion of our corporate reorganization and thereafter, the term "Oasis" refers to Oasis
Petroleum Inc., and the term "Subsidiary Guarantor" refers to a guarantor of the notes.
We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the
"SEC") (File No. 001-34776) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"). You may read and
copy any documents that are filed at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549.
You may also obtain copies of these documents at prescribed rates from the public reference section of the SEC at its
Washington address. Please cal the SEC at 1-800-SEC-0330 for further information.
Our filings are also available to the public through the SEC's website at http://www.sec.gov.
The SEC al ows us to "incorporate by reference" information that we file with them, which means that we can disclose
important information to you by referring you to documents previously filed with the SEC. The information incorporated
by reference is an important part of this prospectus supplement, and the information that we later file with the SEC wil
automatical y update and supersede this information. The fol owing documents we filed with the SEC pursuant to the
Exchange Act are incorporated herein by reference:

· our Annual Report on Form 10-K for the year ended December 31, 2011;

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· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012;

· our Current Reports on Form 8-K filed on February 15, 2012, March 2, 2012, April 5, 2012, April 23, 2012 and May 7,
2012 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form
8-K); and

· our Definitive Proxy Statement on Schedule 14A filed on March 14, 2012 (those parts incorporated by reference in
Oasis's Annual Report on Form 10-K for the year ended December 31, 2011).
These reports contain important information about us, our financial condition and our results of operations.
Al future documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information
furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K) before the termination of the offering
of securities under this prospectus supplement shall be deemed to be incorporated in this prospectus supplement by
reference and to be a part hereof from the date of filing of such documents. Any statement contained herein, or in a
document incorporated or deemed to be incorporated by reference herein, shal be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement.
You may request a copy of these filings at no cost by writing or telephoning us at the fol owing address and telephone
number:
Oasis Petroleum Inc.
1001 Fannin Street, Suite 1500
Houston, Texas 77002
Attention: General Counsel
(281) 404-9500
We also maintain a website at http://www.oasispetroleum.com. However, the information on our website is not part of
this prospectus supplement or the accompanying prospectus.

S-iii
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Various statements contained in or incorporated by reference into this prospectus supplement that express a belief,
expectation, or intention, or that are not statements of historical fact, are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Exchange Act. These forward-
looking statements include statements, projections and estimates concerning our operations, performance, business
strategy, oil and natural gas reserves, dril ing program, capital expenditures, liquidity and capital resources, the timing
and success of specific projects, outcomes and effects of litigation, claims and disputes, derivative activities and
potential financing. Forward-looking statements are generally accompanied by words such as "estimate," "project,"
"predict," "believe," "expect," "anticipate," "potential," "could," "may," "foresee," "plan," "goal" or other words that convey
the uncertainty of future events or outcomes. Forward-looking statements are not guarantees of performance. We have
based these forward-looking statements on our current expectations and assumptions about future events. These
statements are based on certain assumptions and analyses made by us in light of our experience and our perception of
historical trends, current conditions and expected future developments as wel as other factors we believe are
appropriate under the circumstances. Actual results may differ material y from those implied or expressed by the
forward-looking statements. These forward-looking statements speak only as of the date of this prospectus supplement,
or if earlier, as of the date they were made. We disclaim any obligation to update or revise these statements unless
required by securities law, and we caution you not to rely on them unduly. While our management considers these
expectations and assumptions to be reasonable, they are inherently subject to significant business, economic,
competitive, regulatory and other risks, contingencies and uncertainties relating to, among other matters, the risks
discussed in "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2011, our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2012 and our subsequent SEC filings, as wel as those factors
summarized below:

· our business strategy;

· estimated future net reserves and present value thereof;

· technology;

· cash flows and liquidity;

· our financial strategy, budget, projections, execution of business plan and operating results;

· oil and natural gas realized prices;

· timing and amount of future production of oil and natural gas;

· availability of dril ing, completion and production equipment and materials;

· availability of qualified personnel;

· owning and operating a services company;

· the amount, nature and timing of capital expenditures;

· availability and terms of capital;

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· property acquisitions;

· costs of exploiting and developing our properties and conducting other operations;

· dril ing and completion of wel s;

· infrastructure for salt water disposal;

· gathering, transportation and marketing of oil and natural gas, both in the Wil iston Basin and domestical y;

· general economic conditions;

· operating environment, including inclement weather conditions;

· competition in the oil and natural gas industry;

· effectiveness of risk management activities;

· environmental liabilities;

· counterparty credit risk;

· governmental regulation and the taxation of the oil and natural gas industry;

· developments in oil-producing and natural gas-producing countries;

· uncertainty regarding future operating results; and

· plans, objectives, expectations and intentions contained in this prospectus supplement that are not historical.
Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be
measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the
interpretation of such data and price and cost assumptions made by our reserve engineers. In addition, the results of
dril ing, testing and production activities may justify revisions of estimates that were made previously. If significant, such
revisions would change the schedule of any further production and development dril ing. Accordingly, reserve estimates
may differ from the quantities of oil and natural gas that are ultimately recovered.

S-v
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This summary provides a brief overview of information contained elsewhere in this prospectus supplement, the
accompanying prospectus and the documents we incorporate by reference. Because it is abbreviated, this
summary does not contain all of the information that you should consider before investing in the notes. You should
read carefully the entire prospectus supplement, the accompanying prospectus and the documents incorporated by
reference before making an investment decision, including the information presented under the headings "Risk
factors," and "Cautionary statement regarding forward-looking statements" beginning on pages S-16 and S-iv,
respectively, of this prospectus supplement. We have provided definitions for certain oil and natural gas terms
used in this prospectus supplement in the "Glossary of oil and natural gas terms" beginning on page A-1 of this
prospectus supplement.
In this prospectus supplement, unless otherwise indicated or the context otherwise requires, the terms "we," "us,"
"our," "Oasis Petroleum" and the "company" refer to Oasis Petroleum LLC and its subsidiaries before the
completion of our corporate reorganization in connection with our initial public offering in June 2010 ("IPO") and
Oasis Petroleum Inc. and its subsidiaries as of the completion of our corporate reorganization and thereafter, the
term "Oasis" refers to Oasis Petroleum Inc., and the term "Subsidiary Guarantor" refers to a guarantor of the notes.
Overview
We are an independent exploration and production company focused on the acquisition and development of
unconventional oil and natural gas resources in the Montana and North Dakota regions of the Wil iston Basin. As of
December 31, 2011, we have accumulated 307,430 net leasehold acres in the Wil iston Basin. We are currently
exploiting significant resource potential from the Bakken and Three Forks formations, which are present across a
substantial portion of our acreage. We believe the location, size and concentration of our acreage in our primary
project areas create an opportunity for us to achieve cost, recovery and production efficiencies through the
large-scale development of our project inventory. Our management team has a proven track record in identifying,
acquiring and executing large, repeatable development dril ing programs, which we refer to as "resource conversion"
opportunities, and has substantial Wil iston Basin experience. During the three months ended March 31, 2012, we
completed and placed on production 26 gross operated wel s in the Wil iston Basin and achieved 100% success in
the finding of hydrocarbons (al of which are economic based on current prices as of March 31, 2012) through the
application of the latest dril ing and completion techniques. We have built our Wil iston Basin leasehold acreage
position primarily through acquisitions in our three primary project areas: West Wil iston, East Nesson and Sanish.
DeGolyer and MacNaughton, our independent reserve engineers, estimated our net proved reserves to be 78.7
MMBoe as of December 31, 2011, 46% of which were classified as proved developed and 88% of which were

S-1
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comprised of oil. The fol owing table presents summary data for each of our primary project areas as of
December 31, 2011, unless otherwise indicated:

Estimated net proved
Average net
reserves as of
daily

December 31, 2011
production(1)
Net
%

Acreage
MMBoe
Developed
(Boe/d)

West Wil iston

201,265
51.6
46%

12,131

East Nesson

97,756
21.1

35%

3,541

Sanish

8,409

6.0

75%

1,961

Total

307,430
78.7

46%

17,633

(1) Represents average net daily production for the three months ended March 31, 2012.
Currently, our total 2012 capital expenditure budget is $884 mil ion, which includes $846 mil ion for exploration and
production ("E&P") capital expenditures and $38 mil ion for non-E&P capital expenditures. Our 2012 capital
expenditure budget primarily consists of:

· $758 mil ion of development capital for operated and non-operated wel s (including expected savings from services
provided by Oasis Wel Services LLC, or OWS);

· $57 mil ion for constructing infrastructure to support production in our core project areas, primarily related to salt
water disposal systems that wil lower lease operating expenses;

· $25 mil ion for maintaining and expanding our leasehold position;

· $6 mil ion for micro-seismic work, purchasing seismic data and other test work;

· $15 mil ion for OWS, including $12 mil ion for equipment budgeted and ordered in 2011 that arrived in the first
quarter of 2012; and

· $23 mil ion for other non-E&P capital expenditures, including items such as district tools, administrative capital and
capitalized interest.
While we currently have budgeted $884 mil ion for these purposes, the ultimate amount of capital we wil expend may
fluctuate materially based on market conditions and the success of our dril ing results as the year progresses. The
amount, timing and al ocation of capital expenditures is largely discretionary and within our control. If oil and natural
gas prices decline or costs increase significantly, we could defer a significant portion of our budgeted capital
expenditures until later periods to prioritize capital projects that we believe have the highest expected returns and
potential to generate near-term cash flows. We routinely monitor and adjust our capital expenditures in response to
changes in prices, availability of financing, dril ing and acquisition costs, industry conditions, the timing of regulatory
approvals, the availability of rigs, success or lack of success in dril ing activities, contractual obligations, internal y
generated cash flows and other factors both within and outside our control.

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