Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2022, the board of directors (the "Board") of Whiting Petroleum
Corporation, (the "Company," "we," "us" or "our") approved that certain (i)
first addendum to executive employment and severance agreement for Charles J.
Rimer and (ii) the form of first addendum to employment agreements for certain
executives of the Company, each effective as of the Closing (as defined below).
The Board also approved certain amendments to the dividend equivalent rights
with respect to outstanding equity awards, and modified the definition of
"Change in Control" for purposes of certain compensatory arrangements.
First Addendum to Executive Employment and Severance Agreement for Charles J.
Rimer
On April 13, 2022, the Board approved an Addendum (the "Rimer Addendum") to that
certain Executive Employment and Severance Agreement, effective February 2,
2021, by and between the Company and Charles J. Rimer, our Executive Vice
President Operations and Chief Operating Officer (the "Rimer Employment
Agreement"). The Rimer Addendum is effective as of and conditioned upon the
closing (the "Closing") of the transactions (the "Transactions") contemplated by
that certain Agreement and Plan of Merger by and between the Company, Oasis
Petroleum Inc. ("Oasis"), Ohm Merger Sub, Inc. and New Ohm LLC, dated March 7,
2021 (the "Merger Agreement"). Capitalized terms that are not otherwise defined
herein have the meanings set forth in the Rimer Employment Agreement.
The Rimer Addendum provides that Mr. Rimer will not exercise his right to
terminate employment for Good Reason that would otherwise be triggered solely as
a result of the Closing and his commencing employment with Oasis or a subsidiary
of Oasis; however, Mr. Rimer does not waive his right to terminate employment
for Good Reason with respect to actions taken by Oasis or any of its
subsidiaries following the Closing.
The Rimer Addendum also provides that, on the earlier of (i) December 31, 2023,
(ii) the date mutually agreed between Mr. Rimer and Oasis for Mr. Rimer's
resignation, or (iii) the date Mr. Rimer's employment is terminated (a) by Oasis
without Cause, (b) by Mr. Rimer as a result of Good Reason (for actions taken by
Oasis or any of its subsidiaries following the Closing) or (c) as a result of
Mr. Rimer's death or Disability, Mr. Rimer's employment will terminate and Oasis
will pay or provide the severance payments and benefits to Mr. Rimer that he
would otherwise be entitled to under the Rimer Employment Agreement as if he had
experienced a termination without Cause within 12 months following a Change in
Control, and any then-outstanding unvested equity awards held by Mr. Rimer will
become fully vested as of such date.
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Finally, the Rimer Addendum provides that, if Mr. Rimer alleges a termination
for Good Reason as a result of a condition or circumstance that occurs during
the period from the date of the Closing until December 31, 2023, then Mr. Rimer
must provide written notice to the Company by the later of December 31, 2022 and
the date that is three months following the date of the initial occurrence of
the condition or circumstance giving rise to Good Reason.
The foregoing description of the Rimer Addendum is not complete and is qualified
in its entirety by reference to the full text of the Rimer Addendum, which is
filed hereto as Exhibit 10.1 and incorporated by reference herein.
Form of First Addendum to Employment Agreements for Certain Executives of the
Company
On April 13, 2022, the Board approved a form Addendum (the "Form Addendum") to
the Executive Employment and Severance Agreement by and between the Company and
each of certain executive officers of the Company (each, an "Employment
Agreement" and collectively, the "Employment Agreements"), which include the
following named executive officers: (i) James P. Henderson, our Executive Vice
President Financial and Chief Financial Officer, (ii) M. Scott Regan, our Vice
President, Legal, General Counsel and Secretary and (iii) Sirikka R. Lohoefener,
our Vice President, Accounting and Controller (each, an "Executive" and
collectively, the "Executives"). The Form Addendum is effective as of and
conditioned upon the Closing. Capitalized terms that are not otherwise defined
herein have the meanings set forth in each Executive's Employment Agreement.
The Form Addendum provides that, if the Executive alleges a termination for Good
Reason as a result of a condition or circumstance that occurs during the period
from the date of the Closing until December 31, 2023, then the Executive must
provide written notice to the Company by the later of December 31, 2022 and the
date that is three months following the date of the initial occurrence of the
condition or circumstance giving rise to Good Reason. For any condition or
circumstance that arises following December 31, 2023, the Executive must provide
the Company with written notice of the condition or circumstance giving rise to
Good Reason within 30 days of its initial occurrence.
The Form Addendum also (i) extends the period during which the Executives would
be eligible for enhanced severance payments upon certain qualifying terminations
from 12 months following a Change in Control to 18 months following a Change in
Control and (ii) expands the list of qualifying terminations following which the
Executive would be eligible for enhanced severance within three months prior to
or 18 months following a Change in Control to include a termination due to the
Executive's death or Disability during such time period.
The foregoing description of the Form Addendum is not complete and is qualified
in its entirety by reference to the full text of the Form Addendum, which is
filed hereto as Exhibit 10.2 and incorporated by reference herein.
Amendment to Dividend Equivalent Rights with respect to Outstanding Equity
Awards
On April 13, 2022, as required pursuant to the Merger Agreement, the Board
amended the terms of all outstanding performance stock units ("PSUs") and
restricted stock units ("RSUs") that remain unvested and outstanding as of the
date of the Closing such that, effective as of and contingent on the Closing,
the dividend equivalents applicable to such RSUs and PSUs shall no longer be
deemed to be reinvested in additional RSUs or PSUs, as applicable, but shall
instead be credited and solely settled in cash upon vesting, or forfeited (if
applicable) at the same time and to the same extent, as the RSUs or PSUs to
which they are attributable.
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Deemed Change in Control
On April 13, 2022, as required pursuant to the Merger Agreement, the Board
deemed the transactions contemplated by the Merger Agreement to constitute a
"Change in Control" or "Change of Control," as applicable, for purposes of (i)
the Whiting Petroleum Corporation 2020 Equity Incentive Plan (the "Incentive
Plan"), (ii) all award agreements with respect to awards granted under the
Incentive Plan that are outstanding as of the Closing, and (iii) the Executive
Employment and Severance Agreement by and between the Company and each of our
named executive officers.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy any securities or a solicitation of any vote or
approval with respect to the Transactions or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Important Additional Information
In connection with the Transactions, Whiting and Oasis intend to file materials
with the U.S. Securities and Exchange Commission (the "SEC"), including that
will include a joint proxy statement/prospectus of Whiting and Oasis. After the
Registration Statement is declared effective by a Registration Statement on Form
S-4 (the "Registration Statement") SEC, Whiting and Oasis intend to mail a
definitive proxy statement/prospectus to the stockholders of Whiting and the
stockholders of Oasis. This communication is not a substitute for the joint
proxy statement/prospectus or the Registration Statement or for any other
document that Whiting or Oasis may file with the SEC and send to Whiting's
stockholders and/or Oasis's stockholders in connection with the Transactions.
INVESTORS AND SECURITY HOLDERS OF WHITING AND OASIS ARE URGED TO CAREFULLY AND
THOROUGHLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION
STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER
RELEVANT DOCUMENTS FILED BY WHITING AND OASIS WITH THE SEC, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OASIS, WHITING,
THE TRANSACTIONS, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors will be able to obtain free copies of the Registration Statement and
the joint proxy statement/prospectus, as each may be amended from time to time,
and other relevant documents filed by Whiting and Oasis with the SEC (when they
become available) through the website maintained by the SEC at www.sec.gov.
Copies of documents filed with the SEC by Whiting will be available free of
charge from Whiting's website at www.Whiting.com under the "Investor Relations"
tab or by contacting Whiting's Investor Relations Department at (303) 837-1661
or BrandonD@Whiting.com. Copies of documents filed with the SEC by Oasis will be
available free of charge from Oasis's website at www.Oasis.com under the
"Investor Relations" tab or by contacting Oasis's Investor Relations Department
at (281) 404-9600.
Participants in the Solicitation
Whiting, Oasis and their respective directors and certain of their executive
officers and other members of management and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from Whiting's
stockholders and Oasis's stockholders in connection with the Transactions.
Information regarding the executive officers and directors of Whiting is
included in its definitive proxy statement for its 2021 annual meeting filed
with the SEC on March 29, 2021. Information regarding the executive officers and
directors of Oasis is included in its definitive proxy statement for its 2021
annual meeting filed with the SEC on March 18, 2021. Additional information
regarding the persons who may be deemed participants and their direct and
indirect interests, by security holdings or otherwise, will be set forth in the
Registration Statement, the joint proxy statement/prospectus and other materials
when they are filed with the SEC in connection with the Transactions. Free
copies of these documents may be obtained as described in the paragraphs above.
Forward-Looking Statements and Cautionary Statements
Certain statements in this document concerning the Transactions, including any
statements regarding the expected timetable for completing the Transactions, the
results, effects, benefits and synergies of the Transactions, and any other
statements regarding Whiting's future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance that are not
historical facts are "forward-looking" statements based on assumptions currently
believed to be valid. Forward-looking statements are all statements other than
statements of historical facts. The words "anticipate," "believe," "ensure,"
"expect," "if," "intend," "estimate," "probable," "project," "forecasts,"
"predict," "outlook," "aim," "will," "could," "should," "would," "potential,"
"may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and
similar expressions or other words of similar meaning, and the negatives
thereof, are intended to identify forward-looking statements. Specific
forward-looking statements include statements regarding Whiting's plans and
expectations with respect to the Transactions and the anticipated impact of the
Transactions on the combined company's results of operations, financial
position, growth opportunities and competitive position. The forward-looking
statements are intended to be subject to the safe harbor provided by Section 27A
of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995.
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These forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those anticipated,
including, but not limited to: the possibility that stockholders of Oasis may
not approve the issuance of new shares of Oasis Common Stock in the Transactions
or that stockholders of Whiting may not approve the Merger Agreement; the risk
that a condition to Closing may not be satisfied, that either party may
terminate the Merger Agreement or that the Closing might be delayed or not occur
at all; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the Transactions; the diversion of management time on transaction-related
issues; the ultimate timing, outcome and results of integrating the operations
of Whiting and Oasis; the effects of the business combination of Whiting and
Oasis, including the combined company's future financial condition, results of
operations, strategy and plans; the ability of the combined company to realize
anticipated synergies in the timeframe expected or at all; changes in capital
markets and the ability of the combined company to finance operations in the
manner expected; regulatory approval of the Transactions; the effects of
commodity prices; the risks of oil and gas activities; and the fact that
operating costs and business disruption may be greater than expected following
the public announcement or consummation of the Transactions. Expectations
regarding business outlook, including changes in revenue, pricing, capital
expenditures, cash flow generation, strategies for our operations, oil and
natural gas market conditions, legal, economic and regulatory conditions, and
environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those
described above can be found in Whiting's Annual Report on Form 10-K (as
amended) for the year ended December 31, 2021, which is on file with the SEC and
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Form of First Addendum to Executive Employment and Severance
Agreement by and between Whiting Petroleum Corporation and Charles
J. Rimer.
10.2 Form of First Addendum to Employment Agreements for Certain
Executives of the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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