Long-Term Debt | Long-Term Debt The Company’s long-term debt consists of the following: September 30, 2020 December 31, 2019 (In thousands) Pre-Petition Credit Facility $ 360,640 $ 337,000 OMP Credit Facility 487,500 458,500 Senior unsecured notes 6.50% senior unsecured notes due November 1, 2021 43,601 71,835 6.875% senior unsecured notes due March 15, 2022 834,466 890,980 6.875% senior unsecured notes due January 15, 2023 307,728 351,953 6.25% senior unsecured notes due May 1, 2026 395,122 400,000 2.625% senior unsecured convertible notes due September 15, 2023 244,840 267,800 Total principal of senior unsecured notes 1,825,757 1,982,568 Less: unamortized deferred financing costs on senior unsecured notes (1) — (15,618) Less: unamortized debt discount on senior unsecured convertible notes (1) — (50,877) Less: current maturities of long-term debt (2) (360,640) — Less: amounts reclassed to liabilities subject to compromise (1) (1,825,757) — Total long-term debt $ 487,500 $ 2,711,573 ___________________ (1) As a result of the Chapter 11 Cases, the Company reclassified the total principal balance of its Notes, which are unsecured claims in the Chapter 11 Cases, to liabilities subject to compromise and wrote off all unamortized deferred financing costs and debt discount on its Notes to reorganization items, net (see Note 2 — Voluntary Reorganization under Chapter 11 of the Bankruptcy Code). (2) Due to the uncertainties regarding the outcome of the Chapter 11 Cases, the Company has classified the borrowings outstanding under the Pre-Petition Credit Facility as current maturities of long-term debt on its Condensed Consolidated Balance Sheet as of September 30, 2020. Chapter 11 Cases and Effect of Automatic Stay The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under the Debt Instruments, which include the Company’s Pre-Petition Credit Facility and its Notes. The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. DIP Facility On September 29, 2020, prior to the commencement of the Chapter 11 Cases, the Consenting RBL Lenders agreed to provide the Debtors with a senior secured superpriority debtor-in-possession revolving credit facility pursuant to a commitment letter entered into by and among the Debtors and certain of the Consenting RBL Lenders and/or their affiliates. The Bankruptcy Court approved the Interim DIP Order on September 30, 2020, and on October 2, 2020, the Debtors entered into the DIP Facility, by and among Oasis Petroleum Inc., as parent, OPNA, as borrower (the “Borrower”), each of the other Debtors, as guarantors party thereto, each of the lenders from time to time party thereto, and Wells Fargo Bank, N.A., as administrative agent and as issuing bank, pursuant to which, having been granted the approval of the Bankruptcy Court, the lenders agreed to provide the Borrower with a debtor-in-possession revolving credit facility in an aggregate principal amount of $450 million consisting of (i) new money revolving credit in an aggregate principal amount equal to $150 million ($100 million of which amount may also be used for the issuance of new letters of credit or deemed reissuance of pre-petition letters of credit) and (ii) a roll-up of pre-petition secured indebtedness in an aggregate amount of up to $300 million upon entry of the Interim DIP Order that, among other things, will be used to finance the ongoing general corporate needs of the Debtors during the course of the Chapter 11 Cases; provided that, until entry of the Final DIP Order (as defined in the Plan) by the Bankruptcy Court, only (a) $120 million (or $80 million in the case of letters of credit) of the total $150 million of new money revolving credit and (b) $240 million of the total $300 million in roll-up of pre-petition secured indebtedness, in each case, will be available to the Borrower under the DIP Facility. New money revolving credit under the DIP Facility accrues interest, at Borrower’s election, at (x) the adjusted LIBO rate (subject to a 1.00% interest rate floor) plus 5.50% per annum or (y) the alternate base rate (subject to a 2.00% interest rate floor) plus 4.50% per annum. Any loans (including loans incurred to repay disbursements of any pre-petition letters of credit refinanced under the DIP Facility) rolled up and refinanced as post-petition secured indebtedness under the DIP Facility accrue interest, at Borrower’s election, at (x) the adjusted LIBO rate (subject to a 1.00% interest rate floor) plus 4.25% or (y) the alternate base rate (subject to a 2.00% interest rate floor) plus 3.25% per annum. Letters of credit (whether rolled-up or in the form of new money) under the DIP Facility are also subject to a participation fee payable ratably to the DIP Facility lenders in the amount of (x) with respect to new money letters of credit, 5.50% per annum and (y) with respect to rolled-up and refinanced letters of credit, 4.25% per annum. Upon the occurrence and during the continuance of an event of default under the DIP Facility, loans outstanding under the DIP Facility may accrue interest at a default rate equal to the alternate base rate plus 6.75%. The maturity date of the DIP Facility is March 30, 2021; provided, that the Borrower may extend such date for a period of three months if certain conditions are satisfied. The DIP Facility contains events of default customary to debtor-in-possession financings, including events related to the Chapter 11 Cases, the occurrence of which could result in the acceleration of the Debtors’ obligation to repay the outstanding indebtedness under the DIP Facility. The Debtors’ obligations under the DIP Facility are secured by a security interest in, and lien on, substantially all present and after acquired property (whether tangible, intangible, real, personal or mixed) (subject to certain exceptions) of the Debtors and will be guaranteed by all of the guarantors. The DIP Facility also contains a minimum liquidity covenant as well as other customary covenants for a facility of this type, which limit the ability of the Borrower and the other Debtors to, among other things, (1) incur additional indebtedness and permit liens to exist on their assets, (2) pay dividends or make certain other restricted payments, (3) sell assets and (4) make certain investments. These covenants are subject to certain exceptions and qualifications as set forth in the DIP Facility. The Debtors have been in compliance with the minimum liquidity covenant since entering into the DIP Facility. Exit Financing On September 29, 2020, prior to the commencement of the Chapter 11 Cases, the Company entered into the Exit Commitment Letter with the Consenting RBL Lenders and/or their affiliates, which is subject to the satisfaction of certain customary conditions, including the approval of the Bankruptcy Court. In addition, as part of the RSA, the Consenting RBL Lenders and/or their affiliates have agreed to provide, on a committed basis, the Company with the Exit Facility on the terms set forth in the Exit Facility Term Sheet. The Exit Facility Term Sheet provides for, among other things a post-emergence financing that is intended to mature in 3.5 years from the closing date of the Exit Facility, in the form of a new money senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $1.5 billion with an initial borrowing base and elected commitments amount of up to $575.0 million, subject to an initial borrowing base redetermination at the closing of the Exit Facility. Any loans drawn under the Exit Facility will be non-amortizing. The effectiveness of the Exit Facility will be subject to customary closing conditions, including consummation of the Plan and minimum hedging requirements (see Note 8 — Derivative Instruments for further detail). There is no guarantee that the Company will be successful in confirming its Plan and exiting bankruptcy. Pre-Petition Credit Facility The Pre-Petition Credit Facility is the Company’s senior secured revolving line of credit with Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”) and the lenders party thereto with an overall senior secured line of credit of $3,000.0 million. The Pre-Petition Credit Facility has a stated maturity date of the earlier of (i) October 16, 2023, (ii) 90 days prior to the maturity date of the Company’s senior unsecured notes due in 2022 and 2023 to the extent such senior unsecured notes are not retired or refinanced to have a maturity date at least 90 days after October 16, 2023 and (iii) 90 days prior to the maturity date of the Company’s senior unsecured convertible notes due in 2023 to the extent such senior unsecured convertible notes are not retired, converted, redeemed or refinanced to have a maturity date at least 90 days after October 16, 2023. The Pre-Petition Credit Facility is restricted to a borrowing base, which is reserve-based and subject to semi-annual redeterminations. On April 24, 2020, the lenders under the Pre-Petition Credit Facility completed their regular semi-annual redetermination of the borrowing base and entered into that certain Limited Waiver and Fourth Amendment (the “Fourth Amendment”) to the Pre-Petition Credit Facility, which decreased the borrowing base from $1,300.0 million to $625.0 million and decreased the aggregate elected commitment from $1,100.0 million to $625.0 million on the amendment date, and further reduced the borrowing base and aggregate elected commitments from $625.0 million to $612.5 million effective June 1, 2020 and from $612.5 million to $600.0 million effective July 1, 2020. In addition, the Fourth Amendment increased the letter of credit commitment under the Pre-Petition Credit Facility from $50.0 million to $100.0 million. On September 15, 2020, the Company entered into Letter Agreement, which, among other things, amended its Pre-Petition Credit Facility. Pursuant to the Letter Agreement, beginning on September 15, 2020 and ending on the earlier of (1) October 15, 2020 and (2) the occurrence of an event of default under the Pre-Petition Credit Facility, the Company was required to use commercially reasonable efforts to liquidate its swap agreements and agreed to apply the proceeds of the Specified Swap Liquidations (as further described in Note 8 — Derivative Instruments) to prepayment of its loans under the Pre-Petition Credit Facility. Each Specified Swap Liquidation reduced the borrowing base and the aggregate elected commitment amounts under the Pre-Petition Credit Facility by an amount equal to any prepayment of the loans using the proceeds of such Specified Swap Liquidation. During the period from September 15, 2020 through the occurrence of an event of default on the Petition Date of the Chapter 11 Cases, the Company received cash proceeds of $37.4 million for Specified Swap Liquidations, which reduced the borrowing base and aggregated elected commitment amounts under the Pre-Petition Credit Facility to $562.6 million as of the Petition Date. The Fourth Amendment also included a waiver and forbearance agreement with respect to a third-party surety indemnity obligation (the “Surety Bond”) the Company obtained in support of commitments for a transportation agreement. The Administrative Agent advised the Company on April 2, 2020 that the Surety Bond constituted additional Debt (as defined in the Pre-Petition Credit Facility) not permitted under the Pre-Petition Credit Facility and that the Company’s certifications had failed to reflect the existence of the Surety Bond in its borrowing requests. The Fourth Amendment contained a one-time waiver of these Defaults (as defined in the Pre-Petition Credit Facility), other than with respect to additional interest owed (the “Specified Default Interest”) of $30.3 million, which is included in interest expense on the Company’s Condensed Consolidated Statement of Operations during the nine months ended September 30, 2020. No additional interest charge was recorded during the three months ended September 30, 2020. The Fourth Amendment provided for forbearance of the Specified Default Interest until the earlier to occur of (i) October 24, 2020 and (ii) an event of default. Prior to the Petition Date of the Chapter 11 Cases, which constituted an event of default, the Debtors and Consenting Stakeholders entered into the RSA, which provides that, on the Plan effective date, any Specified Default Interest shall be discharged, released and deemed waived by all Consenting RBL Lenders. The Fourth Amendment amended the applicable margins and commitment fee rates with respect to Alternate Based Rate (“ABR”) loans, Swingline loans and Eurodollar loans, based on the utilization of the total elected commitments under the Pre-Petition Credit Facility, as shown in the grid below. As a result of filing the Chapter 11 Cases, a default penalty of an additional 2% went into effect and increased the Pre-Petition Credit Facility interest rates above those interest rates shown in the grid below. Total Commitment Utilization Percentage Applicable Margin for ABR Loans or Swingline Loans Applicable Margin for Eurodollar Loans Commitment Fee Rates Less than 25% 0.75 % 2.25 % 0.50 % Greater than or equal to 25% but less than 50% 1.00 % 2.50 % 0.50 % Greater than or equal to 50% but less than 75% 1.25 % 2.75 % 0.50 % Greater than or equal to 75% but less than 90% 1.50 % 3.00 % 0.50 % Greater than or equal to 90% 1.75 % 3.25 % 0.50 % The Fourth Amendment amended the financial covenants in the Pre-Petition Credit Facility to provide the Company’s Ratio of Total Debt to EBITDAX (as defined in the Pre-Petition Credit Facility) shall not, as of the last day of any fiscal quarter, be greater than 4.00 to 1.00. At September 30, 2020, the Company had $360.6 million of borrowings and $76.9 million of outstanding letters of credit issued under the Pre-Petition Credit Facility. For the three and nine months ended September 30, 2020, the weighted average interest rate incurred on borrowings under the Pre-Petition Credit Facility was 3.4% and 3.3%, respectively, excluding the rate impact of the Specified Default Interest. On October 2, 2020, pursuant to the terms of the DIP Facility, $240.0 million of loans under the Pre-Petition Credit Facility were automatically substituted and exchanged for loans under the DIP Facility, and the $76.9 million of outstanding letters of credit were deemed to have been issued under the DIP Facility. As a result of the commencement of the Chapter 11 Cases, the lenders’ commitments under the Pre-Petition Credit Facility have been terminated, and the Company is therefore unable to make additional borrowings or issue additional letters of credit under the Pre-Petition Credit Facility. Upon emergence from the Chapter 11 Cases, the Pre-Petition Credit Facility will be paid in full with proceeds from the Exit Facility, and therefore, the fair value of the Pre-Petition Credit Facility approximates its carrying value. OMP Credit Facility OMP, a consolidated subsidiary of the Company, has a senior secured revolving credit facility (the “OMP Credit Facility”) among OMP, as parent, OMP Operating LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent (the “OMP Administrative Agent”) and the lenders party thereto. The OMP Credit Facility, which has a maturity date of September 25, 2022, is available to fund working capital and to finance acquisitions and other capital expenditures of OMP. As of September 30, 2020, the aggregate commitments under the OMP Credit Facility were $575.0 million. The OMP Credit Facility was not impacted by the Chapter 11 Cases, as OMP and its subsidiaries are Non-Filing Entities, and there are no cross-default rights between the Company’s Pre-Petition Credit Facility and the OMP Credit Facility. OMP was in compliance with the covenants of the OMP Credit Facility as of September 30, 2020. In the second quarter of 2020, OMP identified that a Control Agreement (as defined in the OMP Credit Facility) had not been executed for a certain bank account before the account was initially funded with cash, which represented an event of default. In May 2020, OMP executed a Control Agreement with respect to the bank account, thereby completing the documentation required under the OMP Credit Facility, and entered into a limited waiver of the past event of default with the Majority Lenders (as defined in the OMP Credit Facility), which provided forbearance of additional interest owed (the “OMP Specified Default Interest”) of $28.0 million until the earlier of (i) November 10, 2020 and (ii) an event of default. The OMP Specified Default Interest is included in interest expense on the Company’s Condensed Consolidated Statement of Operations during the nine months ended September 30, 2020. No additional interest charge was recorded for the OMP Credit Facility during the three months ended September 30, 2020. OMP and the OMP Administrative Agent agreed to exclude the OMP Specified Default Interest from the calculation of the interest coverage ratio financial covenant. On September 29, 2020, OMP entered into a Waiver, Discharge and Forgiveness Agreement and Forbearance Extension (the “Waiver and Forbearance Agreement”) to permanently waive payment of the OMP Specified Default Interest, subject to certain conditions. Under the terms of the Waiver and Forbearance Agreement, the OMP Administrative Agent and the Majority Lenders agreed to forbear from demanding payment of the OMP Specified Default Interest until the earlier to occur of (i) an additional event of default under the OMP Credit Facility and (ii) the maturity date of the DIP Facility. The effectiveness of the waiver, discharge and forgiveness of the OMP Specified Default Interest is subject to certain conditions, namely, effectiveness of the Debtors’ Plan, as well as the maintenance of the material contracts between any of the Debtors and OMP or its subsidiaries. At September 30, 2020, the Company had $487.5 million of borrowings outstanding under the OMP Credit Facility and a de minimis outstanding letter of credit, resulting in an unused borrowing base capacity of $87.5 million. For the three and nine months ended September 30, 2020, the weighted average interest rate incurred on borrowings under the OMP Credit Facility was 1.9% and 2.6%, respectively, excluding the rate impact of the OMP Specified Default Interest. The unused portion of the OMP Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%. 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. Notes Senior unsecured notes. At September 30, 2020, the Company had $1,580.9 million aggregate principal amount of senior unsecured notes outstanding with maturities ranging from November 2021 to May 2026 and coupons ranging from 6.25% to 6.875% (the “Senior Notes”). The fair value of the Senior Notes, which are publicly traded and therefore categorized as Level 1 liabilities, was $369.6 million at September 30, 2020. The commencement of the Chapter 11 Cases constituted an event of default that automatically accelerated the obligations under the indentures governing the Senior Notes. Interest on the Senior Notes is payable semi-annually in arrears. The Company accrued interest on its Senior Notes prior to the Petition Date, with no interest accrued thereafter. The Company reclassed the total principal and accrued interest on the Senior Notes to liabilities subject to compromise on the Petition Date. The unamortized portion of deferred financing costs associated with the Senior Notes as of the Petition Date was written off and included in reorganization items, net on the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2020 (see Note 2 — Voluntary Reorganization under Chapter 11 of the Bankruptcy Code). During the nine months ended September 30, 2020, the Company repurchased an aggregate principal amount of $133.9 million of its outstanding Senior Notes for an aggregate cost of $52.9 million. The repurchases consisted of $28.2 million principal amount of the 6.50% senior unsecured notes due November 1, 2021, $56.5 million principal amount of the 6.875% senior unsecured notes due March 15, 2022, $44.2 million principal amount of the 6.875% senior unsecured notes due January 15, 2023 and $4.9 million principal amount of the 6.25% senior unsecured notes due May 1, 2026. As a result of these repurchases, the Company recognized a pre-tax gain of $80.2 million, which was net of unamortized deferred financing costs write-offs of $0.8 million, and is reflected in gain on extinguishment of debt on the Company’s Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020. Senior unsecured convertible notes. At September 30, 2020, the Company had $244.8 million of 2.625% senior unsecured convertible notes due September 2023 (the “Senior Convertible Notes”). The fair value of the Senior Convertible Notes, which are publicly traded and therefore categorized as Level 1 liabilities, was $47.7 million at September 30, 2020. The commencement of the Chapter 11 Cases constituted an event of default that automatically accelerated the obligations under the indenture governing the Senior Convertible Notes. Interest on the Senior Convertible Notes is payable semi-annually in arrears. The Company accrued interest on its Senior Convertible Notes prior to the Petition Date, with no interest accrued thereafter. The Company reclassed the total principal and accrued interest on the Senior Convertible Notes to liabilities subject to compromise on the Petition Date. The unamortized portion of deferred financing costs and debt discount associated with the Senior Convertible Notes as of the Petition Date was written off and included in reorganization items, net on the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2020 (see Note 2 — Voluntary Reorganization under Chapter 11 of the Bankruptcy Code). During the nine months ended September 30, 2020, the Company repurchased a principal amount of $23.0 million of its outstanding Senior Convertible Notes, for an aggregate cost of $15.2 million. As a result of these repurchases, the Company recognized a pre-tax gain of $3.7 million, which was net of write-offs of unamortized debt discount of $4.2 million, the equity component of the senior unsecured convertible notes of $0.3 million and unamortized deferred financing costs of $0.2 million, and is reflected in gain on extinguishment of debt on the Company’s Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020. Guarantors. The Notes, which include the Senior Notes and the Senior Convertible Notes, are guaranteed by the parent company, Oasis Petroleum Inc. (the “Issuer”), on a senior unsecured basis, along with its material wholly-owned subsidiaries (the “Guarantors”). Certain of the Company’s consolidated subsidiaries, including the Non-Filing Entities, do not guarantee the Notes. During the first quarter of 2020, the Company early adopted the SEC’s, Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securitie s rules, which simplify the disclosure requirements related to the Company’s registered securities under Rule 3-10 of Regulation S-X. The required disclosures are provided below and in Note 18 — Condensed Combined Debtor-in-Possession Financial Information. The guarantees are full and unconditional and joint and several among the Guarantors, subject to certain customary release provisions, as follows: • in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) the Company or a restricted subsidiary of the Company; • in connection with any sale or other disposition of the capital stock of that Guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) the Company or a restricted subsidiary of the Company, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a subsidiary of the Company; • if the Company designates any restricted subsidiary that is a Guarantor to be an unrestricted subsidiary in accordance with the indenture; • upon legal defeasance or satisfaction and discharge of the indenture; or • upon the liquidation or dissolution of a Guarantor, provided no event of default occurs under the indentures as a result thereof. The guarantees of the Guarantors are limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law. Each guarantee is effectively subordinated to any secured indebtedness of the Guarantors to the extent of the value of the assets securing such indebtedness. The Guarantors are credit parties under the Pre-Petition Credit Facility, and together with the Issuer, comprise the Debtors in the Chapter 11 Cases. The condensed combined financial statements of the Debtors are included in Note 18 — Condensed Combined Debtor-in-Possession Financial Information. |