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Stockholders' Equity
6 Months Ended
Jun. 30, 2022
Equity [Abstract]  
Stockholders' Equity Stockholder's Equity
Authorized shares of common stock
On June 28, 2022, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 120,000,000 in connection with the Merger. The amendment became effective on July 1, 2022.
Issuance of common stock
Pursuant to the Merger Agreement, each share of Whiting common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.5774 shares of common stock, par value $0.01 per share, of the Company. As a result of the completion of the Merger on July 1, 2022, the Company issued 22,671,871 shares of common stock to Whiting stockholders.
As of July 31, 2022, the Company had 41,454,152 shares of common stock outstanding.
Dividends
Base dividends. On August 3, 2022, the Company declared a base dividend of $1.25 per share of common stock. The dividend will be payable on August 30, 2022 to shareholders of record as of August 16, 2022.
During the six months ended June 30, 2022 and 2021, the Company paid base dividends of $1.17 per share of common stock and $0.75 per share of common stock, respectively.
Variable dividends. During the six months ended June 30, 2022, the Company paid variable dividends of $5.94 per share of common stock. No variable dividends were paid during the six months ended June 30, 2021.
Special dividend. In connection with the Merger, the Board of Directors of Oasis declared a special dividend of $15.00 per share of common stock on June 16, 2022 (the “Special Dividend”). The Special Dividend was paid on July 8, 2022 to shareholders of record as of June 29, 2022. As of June 30, 2022, the Company recorded a liability of $307.4 million on the Condensed Consolidated Balance Sheet for the payment of the Special Dividend, including $294.9 million paid in July 2022 and $12.5 million related to dividend equivalent rights on equity-based awards.
Future dividend payments will depend on the Company’s earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the Board of Directors deems relevant.
Share-repurchase program
In February 2022, the Board of Directors of the Company authorized a share-repurchase program covering up to $150.0 million of the Company’s common stock. The Company repurchased no shares of common stock under the share-repurchase program during the six months ended June 30, 2022. Subsequent to June 30, 2022, the Company repurchased 1,174,756 shares of common stock at a weighted average price of $106.25 per common share for a total cost of $124.8 million.
In August 2022, the Board of Directors of the Company authorized a new share-repurchase program covering up to $300.0 million of the Company’s common stock.
Warrants
As of June 30, 2022, there were 979,496 warrants outstanding. During the three and six months ended June 30, 2022, there were 194,863 and 528,480 warrants exercised, respectively. Pursuant to the terms of the Warrant Agreement entered into on November 19, 2020 with Computershare Inc. and Computershare Trust Company N.A., as warrant agent, the exercise price of $90.57 per warrant decreased to $75.57 per warrant effective June 30, 2022 in connection with the payment of the Special Dividend.
Assumed Whiting Warrants. Pursuant to the Merger Agreement, all of Whiting’s outstanding warrants immediately prior to the effective time of the Merger were assumed by the Company at the closing of the Merger. Prior to the Merger, each legacy Whiting warrant was exercisable for one share of Whiting common stock. Following the completion of the Merger and the Company’s assumption of the legacy Whiting warrants, each such warrant is exercisable for 0.5774 shares of the Company’s common stock, which reflects an adjustment in accordance with the exchange ratio under the Merger Agreement. Also in accordance with the Merger Agreement, the exercise price of each such legacy Whiting warrant per share of the Company’s common stock was adjusted to equal to the quotient of (x) the exercise price of such warrant per share of Whiting common stock immediately prior to the effective time of the Merger less $6.25 divided by (y) the exchange ratio of 0.5774.
Therefore, as a result of the completion of the Merger on July 1, 2022, the Company assumed (i) 4,833,455 legacy Whiting Series A Warrants which are exercisable for an aggregate amount of 2,790,837 shares of the Company’s common stock at an exercise price of $116.37 per share and (ii) 2,418,832 legacy Whiting Series B Warrants which are exercisable for an aggregate amount of 1,396,634 shares of the Company’s common stock at an exercise price of $133.70 per share.
The following table summarizes the Company’s outstanding warrants as of July 31, 2022:
Warrants(1)
Exercise Price(2)
Legacy Oasis978,686$75.57 
Legacy Whiting - Series A2,790,837$116.37 
Legacy Whiting - Series B1,396,634$133.70 
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(1)Represents the number of warrants converted to shares of Chord common stock.
(2)The exercise price of legacy Whiting warrants has been adjusted in accordance with the Merger Agreement.