Item 8.01 Other Events.


As previously disclosed, on March 7, 2022, Whiting Petroleum Corporation, a
Delaware corporation ("Whiting"), Oasis Petroleum Inc., a Delaware corporation
("Oasis"), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Oasis ("Merger Sub"), and New Ohm LLC, a Delaware limited
liability company and a wholly owned subsidiary of Oasis ("LLC Sub"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger
Agreement provides for a merger of equals through (i) the merger of Merger Sub
with and into Whiting (the "Company Merger"), with Whiting continuing its
existence as the surviving corporation following the Company Merger as a direct,
wholly owned subsidiary of Oasis (the "Surviving Corporation"), and (ii) the
subsequent merger of the Surviving Corporation with and into LLC Sub (the "LLC
Sub Merger" and together with the Company Merger, the "Merger"), with LLC Sub
continuing its existence as the surviving entity following the LLC Sub Merger as
a direct wholly owned subsidiary of Oasis.



On April 28, 2022, Oasis filed with the U.S. Securities and Exchange Commission
(the "SEC") a Registration Statement on Form S-4, which was declared effective
by the SEC on May 24, and which included a joint proxy statement/prospectus of
Oasis and Whiting in connection with the Merger (such joint proxy
statement/prospectus in definitive form as filed by Whiting on May 24, the
"Proxy Statement"). On May 24, 2022, Whiting commenced mailing the Proxy
Statement to its stockholders.

Litigation Related to the Merger





As of the date hereof, Whiting has to its knowledge received a total of seven
demand letters from its purported stockholders (the "Demand Letters") alleging
that the Proxy Statement contained disclosure deficiencies and/or incomplete
information regarding the Merger. Whiting also is aware of six complaints
(collectively referred to as, the "Stockholder Actions") having been filed with
respect to the Merger. The six complaints are captioned as follows: Knipp v.
Whiting Petroleum Corporation, et al., Case No. 1:22-cv-01149-SKC, Vangrinsven
v. Whiting Petroleum Corporation, et al., Case No. 1:22-cv-01212, Nasif v.
Whiting Petroleum Corp. et al, Case No. 1:22-cv-01241, Whitfield v. Whiting
Petroleum Corp., et al., Case No. 1:22-cv-03044, and Siegfried v. McCarthy, et
al., Case No. 2022-0470-KSJM; Whitfield v. Whiting Petroleum Corp., Case No.
1:22-cv-01437-MEH. The Stockholder Actions were filed by purported Whiting
stockholders and name Whiting and the members of the Whiting board of directors
as defendants. The plaintiffs in the Stockholder Actions allege that, among
other things, the Proxy Statement contains certain disclosure deficiencies
and/or incomplete information regarding the Merger. It is possible that
additional, similar complaints may be filed or the complaints described above
may be amended. Whiting does not intend to announce the filing of each
additional, similar complaint or any amended complaint unless it contains
materially new or different allegations. Although Whiting cannot predict the
outcome of or estimate the possible loss or range of loss from these matters,
Whiting and Whiting's directors believe that the allegations contained in the
Demand Letters and Stockholder Actions are without merit.



                                       2





Whiting believes that no supplemental disclosures are required under applicable
laws; however, in order to moot the purported Whiting stockholders' disclosure
claims, avoid the risk of the Demand Letters or Stockholder Actions delaying the
Merger, avoid nuisance and minimize the distractions, uncertainties and expense
inherent in litigation, and without admitting any liability or wrongdoing,
Whiting is voluntarily making certain disclosures below that supplement those
contained in the Proxy Statement. These disclosures, and disclosures on certain
other matters, are provided in this Current Report on Form 8-K. Nothing in this
Current Report on Form 8-K shall be deemed an admission of the legal necessity
or materiality under applicable laws of any of the disclosures set forth herein.
To the contrary, Whiting specifically denies all allegations in the Demand
Letters and Stockholder Actions and specifically denies that any additional
disclosure was or is required.



The supplemental disclosures contained herein will not affect the timing of
special meetings of Oasis's and Whiting's stockholders, which are scheduled to
be held on June 28, 2022 at 8:00 a.m. Mountain Time. You can virtually attend,
vote your shares and submit questions during the Whiting special meeting via
live audio webcast by visiting meetnow.global/MWWVLRG.



                         SUPPLEMENT TO PROXY STATEMENT



Whiting is supplementing the Proxy Statement with certain additional information
set forth below. These disclosures should be read in connection with the Proxy
Statement, which should be read in its entirety. All page references are to
pages in the Proxy Statement, and terms used below, unless otherwise defined,
have the meanings set forth in the Proxy Statement.

The disclosure on page 105 of the Proxy Statement is hereby supplemented by adding the following sentence after the last sentence of the fifth full paragraph on that page:





Any such confidentiality agreements were on customary terms and, if they
contained a standstill provision, they did not contain a "don't ask, don't
waive" provision and permitted offers during the standstill period (provided
such offers did not require public disclosure) and provided that the standstill
provisions would fall away if, among other things, Whiting entered into a
business combination transaction.

The disclosure on page 116 of the Proxy Statement is hereby supplemented by revising the second sentence of the first full paragraph as follows:

The terms of the counterproposal were for an all-stock transaction with an equity split of 48.5% of the combined company to Whiting's stockholders and 51.5% to Oasis' stockholders, a pro forma board of directors with designees evenly split between the companies, Oasis' retention of its interest in Crestwood resulting from the OMP Merger, and the first mention of splitting the Chief Executive Officer and Chairman of the Board positions between the companies, but did not specify an individual for either role.





                                       3

The disclosure on page 120 of the Proxy Statement is hereby supplemented by revising the fifth full paragraph as follows:

On February 28, 2022, Vinson & Elkins sent to K&E a draft of the merger agreement, that, among other things, indicated via footnote that Whiting should prepare a summary of the proposed scope of duties and compensation for Mr. Peterson in his role as executive chair of the combined company.

The disclosure on page 123 of the Proxy Statement is hereby supplemented by adding the following sentences after the first sentence in the first full paragraph on that page:





Prior to the meeting, a presentation from Citi formally disclosing Citi's
relationships with each of Whiting and Oasis was distributed to the Board by Mr.
Peterson. The presentation included the amount of investment banking and other
fees earned by Citi from each of Whiting and Oasis during the previous
twenty-four months. Whereas Citi had not earned investment banking or other fees
from Whiting during the period, Citi had earned $4 million in M&A advisory fees
relating to the OMP Simplification and $2.2 million in underwriting fees from
Oasis and Oasis Midstream Partners LP during the period (these engagements had
also all been publicly disclosed contemporaneously with the applicable
transactions). After discussion, the Whiting Board concluded that the disclosed
relationships did not present a conflict of interest.

The disclosure on page 153 of the Proxy Statement is hereby supplemented by adding the following sentence and chart after the first paragraph on that page:

The selected companies' calendar years 2022 and 2023 estimated EBITDAX multiples, calendar years 2022 and 2023 estimated CFPS multiples and calendar years 2022 and 2023 estimated FCF yields were as follows:





                                2022E         2023E                                          2022E FCF      2023E FCF
     Selected Company          EBITDAX       EBITDAX       2022E CFPS       2023E CFPS         Yield          Yield
     SM Energy Company            3.8           3.5             3.1              2.9             17.6            19.4
 Callon Petroleum Company         4.4           4.3             2.7              2.6             14.6            15.3
Northern Oil and Gas, Inc.        4.3           4.0             2.8              2.7             19.9            19.8
    Centennial Resource
     Development, Inc.            4.2           4.4             3.7              3.8             12.4            11.6
  Laredo Petroleum, Inc.          3.1           2.6             1.9              1.5             19.6            33.5
  Ranger Oil Corporation          3.4           3.4             2.7              2.6             16.8            16.9




                                       4

The disclosure on page 153 of the Proxy Statement is hereby supplemented by revising the second sentence of the third full paragraph as follows:





Citi then applied, based on Citi's professional judgment, experience and
knowledge of the market, selected ranges of calendar year 2022 and calendar year
2023 estimated EBITDAX multiples of 3.6x to 4.4x and 3.4x to 4.2x, respectively,
calendar year 2022 and calendar year 2023 estimated CFPS multiples of 2.5x to
3.0x and 2.4x to 2.9x, respectively, and calendar year 2022 and calendar year
2023 estimated FCF yields of 18.9% to 15.5% and 20.0% to 16.4%, respectively, to
corresponding data of Whiting based on the Whiting forecasts utilizing publicly
available Wall Street consensus commodity price estimates (referred to in this
section as "Wall Street Consensus Pricing").

The disclosure on page 153 of the Proxy Statement is hereby supplemented by revising the second sentence of the fourth full paragraph as follows:





Citi then applied, based on Citi's professional judgment, experience and
knowledge of the market,selected ranges of calendar year 2022 and calendar year
2023 estimated EBITDAX multiples of 3.6x to 4.4x and 3.4x to 4.2x, respectively,
calendar year 2022 and calendar year 2023 estimated CFPS multiples of 2.5x to
3.0x and 2.4x to 2.9x, respectively, and calendar year 2022 and calendar year
2023 estimated FCF yields of 18.9% to 15.5% and 20.0% to 16.4%, respectively, to
corresponding data of Oasis (E&P) and Oasis (consolidated) based on the
Whiting-Oasis forecasts utilizing Wall Street Consensus Pricing, and in the case
of Oasis (E&P) adjusted to reflect the Crestwood Units at market value.

The disclosure on page 154 of the Proxy Statement is hereby supplemented by revising the first sentence of the third full paragraph as follows:





In the net asset value analysis of Whiting, Citi derived an implied aggregate
reference range for Whiting based on the Whiting forecasts, public filings and
other publicly available information, as applicable, from (i) the net present
values (as of January 31, 2022 and using a selected range of discount rates of
10.6% to 11.8%, derived from a calculation of the weighted average cost of
capital calculation of Whiting, which Citi performed utilizing the capital asset
pricing model with inputs that Citi determined were relevant based on publicly
available data and Citi's professional judgment, experience and knowledge of the
market) of (a) the unlevered, pre-tax free cash flows that Whiting was
forecasted to generate from Whiting's proved developed reserves, drilled
uncompleted reserves and undeveloped reserves, (b) estimated unlevered, pre-tax
exploration expenses, non-drilling and completion capital expenditures,
corporate expenses and net hedge, and other gains and losses, (c) cash taxes
based on projected taxable income and including certain business tax
carryforward deductions and (ii) Whiting's estimated net debt as of January 31,
2022 ($113 million, pro forma for the transaction to acquire non-operated oil
and gas assets in the Sanish field in the Williston Basin that was announced on
February 8, 2022).

The disclosure on page 155 of the Proxy Statement is hereby supplemented by revising the clauses (i) and (ii) of the first partial paragraph as follows:





(i) the net present values (as of January 31, 2022 and using a selected range of
discount rates of 10.6% to 11.8%, derived from a calculation of the weighted
average cost of capital calculation of Oasis, which Citi performed utilizing the
capital asset pricing model with inputs that Citi determined were relevant based
on publicly available data and Citi's professional judgment, experience and
knowledge of the market) of (a) the unlevered, pre-tax free cash flows that
Oasis was forecasted to generate from Oasis' proved developed producing reserves
and currently undeveloped resources, (b) Oasis' estimated unlevered, pre-tax
non-drilling and completion capital expenditures, corporate expenses and net
hedge and other gains and losses, (c) cash taxes based on Oasis E&P projected
taxable income and (ii) (a) the market value of the Crestwood Units (estimated
at $649 million) and (b) Oasis' estimated net debt as of January 31, 2022 ($9
million).



                                       5

The disclosure on page 155 of the Proxy Statement is hereby supplemented by revising the second bullet under "Certain Additional Information" as follows:

· publicly available Wall Street research analysts' price targets for Whiting


   common stock and Oasis common stock, which indicated:

· with respect to Whiting common stock, price targets (from low to high) of $74.00, $77.00, $78.00, $85.09, $86.00, $86.00, $91.00, $91.00, $92.00 and $108.00; and

· with respect to Oasis common stock, price targets (from low to high) of $138.00, $170.00, $170.00, $176.00, $180.00, $188.00 and $193.00.


an overall low to high target stock price range for Whiting common stock of
$74.00 to $108.00 per share and an overall low to high target stock price range
for Oasis common stock of $138.00 to $193.00 per share, and tThe exchange ratios
implied by publicly available stock price targets of Wall Street research
analysts for Whiting common stock and Oasis common stock, adjusted for the cash
consideration and Oasis special dividend as applicable, which indicated an
approximate implied exchange ratio reference range of 0.3806x to 0.6167x;

The disclosure on page 156 of the Proxy Statement is hereby supplemented by adding the following sentence after the first sentence in the second full paragraph on that page:

Citi's fees for such investment banking services to Oasis totaled approximately $6.2 million over the preceding two-year period.





                                       6





Forward-Looking Statements



Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
generally are accompanied by words such as "may", "should", "would", "plan",
"intend", "anticipate", "believe", "continue", "future", "will", "expect", or
other similar words, phrases or expressions. These forward-looking statements
include statements regarding Whiting's or Oasis' industry, future events, the
Merger, the estimated or anticipated future results and benefits of the combined
company following the Merger, the near- and long-term success of the combined
company following the Merger, potential opportunities the combined company may
have, anticipated timing of the closing of the Merger, and other statements that
are not historical facts. These statements are based on current expectations and
are not predictions of actual performance. These statements are subject to a
number of risks and uncertainties regarding Whiting's and Oasis' businesses and
the Merger, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, the possibility that stockholders
of Whiting and Oasis may not approve the Merger Agreement; the risk that a
condition to closing of the Merger may not be satisfied, that either party may
terminate the Merger Agreement or that the closing of the Merger 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 transaction; 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
transaction; 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
Merger.




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 for the
year ended December 31, 2021, as amended (the "Whiting Form 10-K"), which is on
file with the SEC and available on Whiting's website at www.whiting.com under
the "Investor Relations" tab, and in other documents Whiting files with the SEC;
and in Oasis' Annual Report on Form 10-K for the year ended December 31, 2021,
which is on file with the SEC and available on Oasis' website
at www.oasispetroleum.com under the "Investors" tab, and in other documents
Oasis files with the SEC.



All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither Whiting nor Oasis assumes
any obligation to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on
such statements.



                                       7

Important Additional Information Regarding the Merger Will Be Filed With the SEC


This communication is being made in respect of the Merger involving Whiting and
Oasis. The Merger will be submitted to stockholders of Whiting and stockholders
of Oasis for their consideration and approval at a special meeting of the
respective stockholders of each. Whiting and Oasis have filed with the SEC, in
connection with the solicitation of proxies for the special meeting of Whiting's
stockholders and the special meeting of Oasis's stockholders, a joint proxy
statement/prospectus in preliminary and definitive form (the "Definitive Proxy
Statement") and a Registration Statement on Form S-4 relating to the Merger (the
"Registration Statement"), of which the Definitive Proxy Statement is a part.
The Registration Statement was declared effective by the SEC on May 24, 2022,
and the Definitive Proxy Statement was sent to the stockholders of Whiting and
the stockholders of Oasis on or about May 24, 2022. Investors and security
holders of Whiting and Oasis are each advised to read the Registration
Statement, the Definitive Proxy Statement and other relevant documents to be
filed by Whiting and Oasis with the SEC, because they contain important
information about the Merger and the parties to the Merger. Investors and
security holders may obtain a free copy of the Registration Statement, the
Definitive Proxy Statement, any amendments or supplements thereto and other
documents filed by Whiting and Oasis with the SEC from the SEC's website at
www.sec.gov. Copies of documents filed with the SEC by Whiting are available
free of charge at Whiting's website at www.whiting.com under the "Investor
Relations" tab or by directing a request to: Investor Relations Department at
(303) 837-1661 or BrandonD@whiting.com. Copies of documents filed with the SEC
by Oasis are available free of charge at Oasis' website at
www.oasispetroleum.com under the "Investors" tab or by directing a request to:
Oasis' Investor Relations Department at (281) 404-9600 or ir@oasispetroleum.com.

Participants in the Solicitation


Whiting and Oasis and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Whiting's stockholders and Oasis'
stockholders in connection with the Merger. Information regarding the directors,
executive officers, other members of management, and employees of each of
Whiting and Oasis is included in the Definitive Proxy Statement and certain of
Whiting's and Oasis's other SEC filings made subsequent to the date of the
Definitive Proxy Statement. To the extent holdings of Whiting's or Oasis'
securities by such individuals have changed since the amounts printed in the
Definitive Proxy Statement, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in
Beneficial Ownership on Form 4 filed with the SEC, if such individual is subject
to the reporting requirements of Section 16. Additional information regarding
the identity of potential participants, and their direct or indirect interests,
by security holdings or otherwise, is set forth in the Definitive Proxy
Statement and other materials to be filed with the SEC in connection with the
special meeting of Whiting's stockholders.



                                       8





 No Offer or Solicitation



This document is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote in any jurisdiction
pursuant to the Merger or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
Subject to certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.



                                       9

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