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Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
Acquisitions
Williston Basin Acquisition. On October 21, 2021, the Company completed the acquisition of approximately 95,000 net acres in the Williston Basin, effective April 1, 2021, from QEP Energy Company (“QEP”), a wholly-owned subsidiary of Diamondback Energy Inc., for total cash consideration of $585.8 million (the “Williston Basin Acquisition”). The Company paid a deposit to QEP of $74.5 million on May 3, 2021 and $511.3 million at closing on October 21, 2021. The Company funded the Williston Basin Acquisition with cash on hand, including proceeds from the Permian Basin Sale (defined below) and the Oasis Senior Notes (defined in Note 14 – Long-Term Debt).
The Williston Basin Acquisition was accounted for as an asset acquisition under FASB ASC 805, Business Combinations (“ASC 805”), since substantially all of the fair value of the assets acquired related to proved oil and gas properties. The Company applied the cost accumulation model under ASC 805, and as such, recognized the assets acquired in the Williston Basin Acquisition at cost, including transaction costs, on a relative fair value basis. There were no material deferred income taxes from the Williston Basin Acquisition, as the tax basis of the assets acquired and liabilities assumed was equal to the book basis at closing.
Divestitures
Permian Basin Sale. On May 20, 2021, Oasis Petroleum Permian LLC (“OP Permian”), a wholly-owned subsidiary of the Company, entered into a purchase and sale agreement (the “Primary Permian Basin Sale PSA”) with Percussion Petroleum Operating II, LLC (“Percussion”). Pursuant to the Primary Permian Basin Sale PSA, OP Permian agreed to sell to Percussion its remaining upstream assets in the Texas region of the Permian Basin with an effective date of March 1, 2021, for an aggregate purchase price of $450.0 million (the “Primary Permian Basin Sale”). The aggregate purchase price consists of $375.0 million cash at closing and up to three earn-out payments of $25.0 million per year for each of 2023, 2024 and 2025 if the average daily settlement price of NYMEX WTI crude oil exceeds $60.00 per barrel for such year. The Company determined the Permian Basin Sale Contingent Consideration was an embedded derivative. See Note 11Derivative Instruments.
On June 29, 2021, the Company completed the Primary Permian Basin Sale and received cash proceeds of $342.3 million. In addition to the Primary Permian Basin Sale, the Company divested certain wellbore interests in the Texas region of the Permian Basin to separate buyers in the second quarter of 2021 and received cash proceeds of $30.0 million (the “Additional Permian Basin Sale” and together with the Primary Permian Basin Sale, the “Permian Basin Sale”).
During the year ended December 31, 2021 (Successor), the Company recorded income before income taxes related to the Permian Basin Sale assets of $262.5 million, which included a gain on sale of properties of $221.6 million. During the period from January 1, 2020 through November 19, 2020 (Predecessor), the Company recorded a loss before income taxes related to the Permian Basin Sale assets of $1,105.8 million, and during the period from November 20, 2020 through December 31, 2020 (Successor), the Company recorded income before income taxes related to the Permian Basin Sale assets of $7.3 million. During the year ended December 31, 2019 (Predecessor), the Company recorded income before income taxes related to the Permian Basin Sale assets of $23.3 million.
The Company accounted for revenues and expenses related to the Permian Basin Sale assets as income from continuing operations in the Consolidated Statements of Operations because the Permian Basin Sale did not cause a strategic shift for the Company and as a result, did not qualify as discontinued operations under ASC 205-20. The Permian Basin Sale assets were in the Company’s E&P segment.
Other. On March 22, 2021, the Company completed the sale of certain well services equipment and inventory in connection with its 2020 exit from the well services business for total consideration of $5.5 million, comprised of cash proceeds of $2.6 million and a $2.9 million 6.6% promissory note due within one year, which is included in other current assets in the Consolidated Balance Sheet.
The Predecessor sold certain oil and gas properties through various transactions and recognized a net gain on sale of properties of $11.1 million and a net loss on sale of properties of $0.4 million during the period from January 1, 2020 through November 19, 2020 and the year ended December 31, 2019, respectively.