Form SC 13D Oasis Petroleum Inc. Filed by: SPO ADVISORY CORP

December 29, 2014 5:16 PM EST

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
OASIS PETROLEUM INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
674215108
(CUSIP Number)
 
SPO Advisory Corp.
591 Redwood Highway, Suite 3215
Mill Valley, California  94941
(415) 383-6600
 
with a copy to:
 
Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California  90067-1725
(310) 712-6600
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
December 17, 2014
(Date of Event which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  £.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
Page 2 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      SPO Partners II, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      WC
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      6,784,000 (1)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      6,784,000 (1)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        6,784,000
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        6.7%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
 
 

 
 
Page 3 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      SPO Advisory Partners, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      6,784,000 (1) (2)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      6,784,000 (1) (2)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        6,784,000
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        6.7%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Solely in its capacity as the sole general partner of SPO Partners II, L.P.
 
(2)
Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 

 
 
Page 4 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      San Francisco Partners, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      WC
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      California
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      422,000 (1)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      422,000 (1)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        422,000
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        0.4%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Power is exercised through its sole general partner, SF Advisory Partners, L.P.
 
 
 

 
 
Page 5 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      SF Advisory Partners, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      422,000 (1) (2)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      422,000 (1) (2)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        422,000
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        0.4%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
 
(2)
Power is exercised through its sole general partner, SPO Advisory Corp.
 
 

 
 
Page 6 of 28
 
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      SPO Advisory Corp.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      7,206,000 (1) (2)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      7,206,000 (1) (2)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        7,206,000
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        7.1%
 
14.           TYPE OF REPORTING PERSON
CO
 

(1)
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 6,784,000 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 422,000 shares.
 
(2)
Power is exercised through its three controlling persons, John H. Scully, Edward H. McDermott and Eli J. Weinberg.

 
Page 7 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      John H. Scully
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      USA
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      770,700 (1)
 
8.           SHARED VOTING POWER
      7,206,000 (2)
                        
9.           SOLE DISPOSITIVE POWER
      770,700 (1)
 
10.         SHARED DISPOSITIVE POWER
      7,206,000 (2)
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        7,976,700
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        7.9%
 
14.           TYPE OF REPORTING PERSON
IN
 
 
(1)
Of these shares, 72,700 shares may be deemed beneficially owned by Mr. Scully in his capacity as controlling person, director and executive officer of the Phoebe Snow Foundation, Inc.; and 698,000 shares may be deemed beneficially owned by Mr. Scully in his capacity as controlling person, director and executive officer of the Scully Memorial Foundation.
 
(2)
These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 

 
Page 8 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      Edward H. McDermott
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      PF and Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      USA
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      13,000
 
8.           SHARED VOTING POWER
      7,206,000 (1)
                        
9.           SOLE DISPOSITIVE POWER
      13,000
 
10.         SHARED DISPOSITIVE POWER
      7,206,000 (1)
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        7,219,000
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        7.1%
 
14.           TYPE OF REPORTING PERSON
IN
 
 
(1)
These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
 

 
Page 9 of 28
 
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      Eli J. Weinberg
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      USA
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      -0-
 
8.           SHARED VOTING POWER
      7,206,000 (1)
                        
9.           SOLE DISPOSITIVE POWER
              -0-
 
10.         SHARED DISPOSITIVE POWER
              7,206,000 (1)
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        7,206,000
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                7.1%
 
14.           TYPE OF REPORTING PERSON
                IN
 
 
(1)
These shares may be deemed to be beneficially owned by Mr. Weinberg solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
 

 
Page 10 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      Ian R. McGuire
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      PF
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      USA
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      1,842
 
8.           SHARED VOTING POWER
      -0-
                        
9.           SOLE DISPOSITIVE POWER
              1,842
 
10.         SHARED DISPOSITIVE POWER
               -0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,842
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                **0.1%
 
14.           TYPE OF REPORTING PERSON
                IN
 

**
Denotes less than.
 
 
 
 

 
Page 11 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      Phoebe Snow Foundation, Inc.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      WC
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      California
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      72,700 (1)
 
8.           SHARED VOTING POWER
      -0-
                        
9.           SOLE DISPOSITIVE POWER
              72,700 (1)
 
10.         SHARED DISPOSITIVE POWER
               -0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        72,700
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                0.1%
 
14.           TYPE OF REPORTING PERSON
                CO
 
 
(1)
Power is exercised through its controlling person, director and executive officer, John H. Scully.
 
 
 
 

 
 
Page 12 of 28
CUSIP No. 674215108
 
1.           NAME OF REPORTING PERSON
      Scully Memorial Foundation
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      WC
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      California
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      698,000 (1)
 
8.           SHARED VOTING POWER
      -0-
                        
9.           SOLE DISPOSITIVE POWER
              698,000 (1)
 
10.         SHARED DISPOSITIVE POWER
               -0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        698,000
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                0.7%
 
14.           TYPE OF REPORTING PERSON
                CO
 
 
(1)
Power is exercised through its controlling person, director and executive officer, John H. Scully.
 
 
 
 

 
 
Page 13 of 28
 
ITEM 1.
SECURITY AND ISSUER.
 
This statement on Schedule 13D relates to the shares of common stock, par value $0.01 per share (the Shares), of Oasis Petroleum Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 1001 Fannin Street, Suite 1500, Houston, Texas 77002.
 
ITEM 2.
IDENTITY AND BACKGROUND.
 
(a)  The undersigned hereby file this Schedule 13D Statement on behalf of SPO Partners II, L.P., a Delaware limited partnership (SPO), SPO Advisory Partners, L.P., a Delaware limited partnership (SPO Advisory Partners), San Francisco Partners, L.P., a California limited partnership (SFP), SF Advisory Partners, L.P., a Delaware limited partnership (SF Advisory Partners), SPO Advisory Corp., a Delaware corporation (SPO Advisory Corp.), John H. Scully (JHS), Edward H. McDermott (EHM), Eli J. Weinberg (EJW), Ian R. McGuire (IRM), Phoebe Snow Foundation, Inc., a California corporation (PS Foundation), and Scully Memorial Foundation, a California corporation (SM Foundation).  SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp., JHS, EHM, EJW, IRM, PS Foundation and SM Foundation are sometimes hereinafter referred to as the Reporting Persons.  The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Act), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
 
(b)  (c)
 
SPO
 
SPO is a Delaware limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of SPO, which also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to SPO Advisory Partners, the sole general partner of SPO, is set forth below.
 
SPO Advisory Partners
 
SPO Advisory Partners is a Delaware limited partnership, the principal business of which is serving as the sole general partner of SPO. The principal business address of SPO Advisory Partners, which also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to SPO Advisory Corp., the sole general partner of SPO Advisory Partners, is set forth below.
 
SFP
 
SFP is a California limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of SFP, which also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to SF Advisory Partners, the sole general partner of SFP, is set forth below.

 
 

 

Page 14 of 28

SF Advisory Partners

SF Advisory Partners is a Delaware limited partnership, the principal business of which is serving as the sole general partner of SFP. The principal business address of SF Advisory Partners, which also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to SPO Advisory Corp., the sole general partner of SF Advisory Partners, is set forth below.

SPO Advisory Corp.

SPO Advisory Corp. is a Delaware corporation, the principal business of which is serving as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners. The principal business address of SPO Advisory Corp., which also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to JHS, EHM and EJW, the three controlling persons of SPO Advisory Corp., is set forth below.

JHS

JHS business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as a managing director of SPO Partners & Co., a Delaware corporation. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is one of three controlling persons of SPO Advisory Corp., the sole general partner of each of SPO Advisory Partners and SF Advisory Partners.

EHM

EHMs business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as a managing director of SPO Partners & Co. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EHM is one of three controlling persons of SPO Advisory Corp., the sole general partner of each of SPO Advisory Partners and SF Advisory Partners.

EJW

EJWs business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as a managing director of SPO Partners & Co. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is one of three controlling persons of SPO Advisory Corp., the sole general partner of each of SPO Advisory Partners and SF Advisory Partners.

IRM

IRMs business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as partner of SPO Partners & Co. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.


 
 

 
Page 15 of 28

PS Foundation

PS Foundation is a California corporation, the principal purpose of which is to be a private, grant-making charitable entity. The principal business address of PS Foundation, which also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to JHS, sole director, executive officer and controlling person of PS Foundation, is set forth herein.

SM Foundation

SM Foundation is a California corportion, the principal purpose of which is to be a private, grant-making charitable entity. The principal business address of SM Foundation, which also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to JHS, director, executive officer and controlling person of SM Foundation, is set forth herein.

ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The source and amount of the funds used or to be used by the Reporting Persons to purchase Shares are as follows:
 
Name
Source of Funds
Amount of Funds
SPO
Contributions from Partners
$95,383,275
SPO Advisory Partners
Not Applicable
Not Applicable
SFP
Contributions from Partners
$5,933,465
SF Advisory Partners
Not Applicable
Not Applicable
SPO Advisory Corp.
Not Applicable
Not Applicable
JHS
Not Applicable
Not Applicable
EHM
Not Applicable and Personal Funds (1)
$396,470
EJW Not Applicable  Not Applicable
IRM Personal Funds (1)  $59,902
PS Foundation Contributions from Shareholders $1,021,983
SM Foundation Contributions from Shareholders $19,911,920

(1)
As used herein, the term Personal Funds includes sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specified purpose of acquiring, holding, trading or voting shares.
 
ITEM 4.
PURPOSE OF TRANSACTION.

The Reporting Persons acquired the Shares reported herein for investment purposes. In light of current economic and industry conditions, the Reporting Persons have had and currently intend to continue to have in the future, discussions with management of the Issuer concerning the Issuers operations, prospects, business and financial strategies, assets and liabilities, business, financing and strategic alternatives and such other matters as the Reporting Persons may deem relevant to their investments in the Shares and other securities of the Issuer. Each Reporting Person expects that it will, from time to time, review its investment position in the Issuer and may, depending on market and other conditions and applicable legal constraints, increase or decrease its investment position in the Shares or other securities of the Issuer.


 
 

 
Page 16 of 28

Whether the Reporting Persons acquire any additional Shares or other securities of the Issuer or dispose of any Shares or other securities of the Issuer, and the amount and timing of any such transactions, will depend upon the Reporting Persons individual continuing assessments of pertinent factors, including the availability of Shares or other securities of the Issuer for purchase at particular price levels and the ability to acquire additional Shares in light of applicable legal constraints, the Issuers and the particular Reporting Persons business and prospects, other business investment opportunities available to the particular Reporting Person, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the Board of Directors and management of the Issuer, the availability and nature of opportunities to dispose of the particular Reporting Persons interest in the Issuer, to realize trading profits or minimize trading losses, and other plans and requirements of the particular Reporting Person. Depending upon its individual assessments of these factors from time to time, each Reporting Person may change its present intentions as stated above, including determining to acquire additional Shares or other securities of the Issuer (by means of open market or privately negotiated purchases) or to dispose of some or all of the Shares or other securities of the Issuer held by or under the control of such Reporting Person. In addition, each Reporting Person may from time to time enter into equity swap or other derivative transactions with respect to its investment in the Shares or other securities of the Issuer.

ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.

(a)  Percentage interest calculations for each Reporting Person are based upon the Issuer having 101,338,246 total outstanding Shares as of October 31, 2014, as reported on the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 5, 2014.

SPO

The aggregate number of Shares that SPO owns beneficially, pursuant to Rule 13d-3 of the Act, is 6,784,000 Shares, which constitutes approximately 6.7% of the outstanding Shares.

SPO Advisory Partners

Because of its position as the sole general partner of SPO, SPO Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 6,784,000 Shares, which constitutes approximately 6.7% of the outstanding Shares.

SFP

The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 422,000 Shares, which constitutes approximately 0.4% of the outstanding Shares.

SF Advisory Partners

Because of its position as the sole general partner of SFP, SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 422,000 Shares, which constitutes approximately 0.4% of the outstanding Shares.
 


 
 

 
Page 17 of 28

SPO Advisory Corp.

Because of its positions as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 7,206,000 Shares in the aggregate, which constitutes approximately 7.1% of the outstanding Shares.

JHS

Individually, and because of his position as a control person of SPO Advisory Corp., and the control person, executive officer and director of PS Foundation and SM Foundation, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 7,976,700 Shares in the aggregate, which constitutes approximately 7.9% of the outstanding Shares.

EHM

Individually, and because of his position as a control person of SPO Advisory Corp., EHM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 7,219,000 Shares in the aggregate, which constitutes approximately 7.1% of the outstanding Shares.

EJW

Individually, and because of his position as a control person of SPO Advisory Corp., EJW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 7,206,000 Shares in the aggregate, which constitutes approximately 7.1% of the outstanding Shares.

IRM

The aggregate number of Shares that IRM owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,842 Shares, which constitutes less than 0.1% of the outstanding Shares.

PS Foundation

The aggregate number of Shares that PS Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 72,700 Shares, which constitutes approximately 0.1% of the outstanding Shares.

SM Foundation

The aggregate number of Shares that SM Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 698,000 Shares, which constitutes approximately 0.7% of the outstanding Shares.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares.

(b)  SPO

Acting through its sole general partner, SPO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,784,000 Shares.

 
 

 
Page 18 of 28

SPO Advisory Partners

Acting through its sole general partner and in its capacity as the sole general partner of SPO, SPO Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,784,000 Shares.

SFP

Acting through its sole general partner, SFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 422,000 Shares.

SF Advisory Partners
 

Acting through its sole general partner and in its capacity as the sole general partner of SFP, SF Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 422,000 Shares.

SPO Advisory Corp.

Acting through its controlling persons and in its capacities as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 7,206,000 Shares in the aggregate.

JHS

As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS may be deemed to have shared power with EHM and EJW to vote or to direct the vote and to dispose or to direct the disposition of 7,206,000 Shares held by SPO and SFP in the aggregate. In addition, in his capacity as executive officer, director and controlling person of PS Foundation and in his capacity as executive officer, director and controlling person of SM Foundation, JHS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 72,700 Shares held by PS Foundation and 698,000 Shares held by SM Foundation.

EHM

As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EHM may be deemed to have shared power with JHS and EJW to vote or to direct the vote and to dispose or to direct the disposition of 7,206,000 Shares held by SPO and SFP in the aggregate. In addition, EHM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 13,000 Shares.

EJW

As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EHM may be deemed to have shared power with JHS and EHM to vote or to direct the vote and to dispose or to direct the disposition of 7,206,000 Shares held by SPO and SFP in the aggregate.


 
 

 
Page 19 of 28

IRM

IRM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,842 Shares.

PS Foundation

Acting through its controlling person, PS Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 72,700 Shares.

SM Foundation

Acting through its controlling person, SM Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 698,000 Shares.

(c)  Within the past 60 days of the date of this statement, Reporting Persons acquired Shares through open market purchases as set forth on Schedule I attached hereto.

Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in Shares since the most recent filing on Schedule 13D.

(d)  Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, Shares owned by such Reporting Person.

(e)  Not applicable.


ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

None.

ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:                      Agreement pursuant to Rule 13d-1(k)

Exhibit B:                      Power of Attorney




 
 

 

Page 20 of 28

SIGNATURE
 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

   
Dated:  December 29, 2014
By:    /s/ Kim M. Silva                                                   
Kim M. Silva
 
Attorney-in-Fact for:
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
ELI J. WEINBERG (1)
IAN R. MCGUIRE (1)
PHOEBE SNOW FOUNDATION, INC. (1)
SCULLY MEMORIAL FOUNDATION (1)
 

(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity is filed as Exhibit B.
 



 
 

 

Page 21 of 28

SCHEDULE I TO SCHEDULE 13D
 

Reporting
Person
Date of Transaction
Type
Class of
Security
CS =
Common Stock
Number of
Shares
Weighted
Average (1)
Price Per
Share $
Where/How
Transaction
Effected
Scully Memorial Foundation
11/4/14
Buy
CS
338,000
26.85(2)
Open Market/Broker
SPO Partners II, L.P.
12/12/14
Buy
CS
932,000
12.20(3)
Open Market/Broker
San Francisco Partners, L.P.
12/12/14
Buy
CS
58,000
12.20(3)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/12/14
Buy
CS
10,000
12.20(3)
Open Market/Broker
SPO Partners II, L.P.
12/15/14
Buy
CS
1,677,500
12.10(4)
Open Market/Broker
San Francisco Partners, L.P.
12/15/14
Buy
CS
104,500
12.10(4)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/15/14
Buy
CS
18,000
12.10(4)
Open Market/Broker
SPO Partners II, L.P.
12/16/14
Buy
CS
65,557
12.55(5)
Open Market/Broker
San Francisco Partners, L.P.
12/16/14
Buy
CS
4,060
12.55(5)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/16/14
Buy
CS
703
12.55(5)
Open Market/Broker
SPO Partners II, L.P.
12/16/14
Buy
CS
396,247
13.55(6)
Open Market/Broker
San Francisco Partners, L.P.
12/16/14
Buy
CS
24,543
13.55(6)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/16/14
Buy
CS
4,251
13.55(6)
Open Market/Broker
SPO Partners II, L.P.
12/16/14
Buy
CS
983,196
14.16(7)
Open Market/Broker 
 
 

 
 

 


Page 22 of 28
 
 
San Francisco Partners, L.P.
12/16/14
Buy
CS
60,897
14.16(7)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/16/14
Buy
CS
10,546
14.16(7)
Open Market/Broker
SPO Partners II, L.P.
12/17/14
Buy
CS
166,402
14.93(8)
Open Market/Broker
San Francisco Partners, L.P.
12/17/14
Buy
CS
10,355
14.93(8)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/17/14
Buy
CS
1,785
14.93(8)
Open Market/Broker
SPO Partners II, L.P.
12/17/14
Buy
CS
252,998
15.58(9)
Open Market/Broker
San Francisco Partners, L.P.
12/17/14
Buy
CS
15,745
15.58(9)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/17/14
Buy
CS
2,715
15.58(9)
Open Market/Broker
SPO Partners II, L.P.
12/18/14
Buy
CS
765,335
15.76(10)
Open Market/Broker
San Francisco Partners, L.P.
12/18/14
Buy
CS
47,679
15.76(10)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/18/14
Buy
CS
8,198
15.76(10)
Open Market/Broker
SPO Partners II, L.P.
12/18/14
Buy
CS
905,665
16.22(11)
Open Market/Broker
San Francisco Partners, L.P.
12/18/14
Buy
CS
56,421
16.22(11)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/18/14
Buy
CS
9,702
16.22(11)
Open Market/Broker
SPO Partners II, L.P.
12/19/14
Buy
CS
38,800
16.22(12)
Open Market/Broker
San Francisco Partners, L.P.
12/19/14  Buy  CS  2,400  16.22(12)  Open Market/Broker 
Phoebe Snow Foundation, Inc.
12/19/14  Buy  CS  400  16.22(12)  Open Market/Broker 
SPO Partners II, L.P.
12/22/14  Buy  CS  21,000  16.15(13)  Open Market/Broker 


 
 

 


Page 23 of 28

San Francisco Partners, L.P.
12/22/14
Buy
CS
1,300
16.15(13)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/22/14
Buy
CS
200
16.15(13)
Open Market/Broker
SPO Partners II, L.P. 12/24/14 Buy CS 71,600 16.29(14)
Open Market/Broker
San Francisco Partners, L.P. 12/24/14 Buy CS
4,500
16.29(14)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/24/14
Buy
CS
800
16.29(14)
Open Market/Broker
SPO Partners II, L.P.
12/26/14
Buy
CS
41,700
16.30(15)
Open Market/Broker
San Francisco Partners, L.P.
12/26/14
Buy
CS
2,600
16.30(15)
Open Market/Broker
Phoebe Snow Foundation, Inc.
12/26/14
Buy
CS
400
16.30(15)
Open Market/Broker
SPO Partners II, L.P. 12/29/14  Buy  CS  466,000  16.34(16)  Open Market/Broker 
San Francisco Partners, L.P.  12/29/14  Buy  CS  29,000  16.34(16)  Open Market/Broker 
Phoebe Snow Foundation, Inc.
12/29/14  Buy  CS  5,000  16.34(16)  Open Market/Broker 

(1)           The prices listed below represent the average prices at which the amount of Shares listed in each row were purchased (full detailed information regarding the shares purchased and the corresponding prices will be provided upon request).
(2)
The range of prices for these purchases was $26.61-$27.01.
(3)
The range of prices for these purchases was $11.91-$12.50.
(4)
The range of prices for these purchases was $11.59-$12.33.
(5)
The range of prices for these purchases was $12.00-$12.99.
(6)
The range of prices for these purchases was $13.00-$13.99.
(7)
The range of prices for these purchases was $14.00-$14.50.
(8)
The range of prices for these purchases was $14.19-$15.18.
(9)
The range of prices for these purchases was $15.33-$15.70.
(10)
The range of prices for these purchases was $15.30-$16.00.
(11)
The range of prices for these purchases was $16.00-$16.40.
(12)
The range of prices for these purchases was $16.16-$16.25.
(13)
The range of prices for these purchases was $16.00-$16.20.
(14)
The range of prices for these purchases was $16.21-$16.69.
(15)
The range of prices for these purchases was $16.27-$16.60.
(16)  The range of prices for these purchases was $16.22-$16.45. 


 
 

 

Page 24 of 28

EXHIBIT INDEX
 

Exhibit
Document Description
A
Agreement Pursuant to Rule 13d-1(k)
B
Power of Attorney




 

 
EXHIBIT A
 
Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.
 
Dated:  December 29, 2014
By:   /s/ Kim M. Silva                                                   
Kim M. Silva
 
Attorney-in-Fact for:
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
ELI J. WEINBERG (1)
IAN R. MCGUIRE (1)
PHOEBE SNOW FOUNDATION, INC. (1)
SCULLY MEMORIAL FOUNDATION (1)
 
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity is filed as Exhibit B.
 
 




EXHIBIT B

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of SPO Partners II, L.P., SPO Advisory Partners, L.P., San Francisco Partners, L.P., SF Advisory Partners, L.P., SPO Advisory Corp., John H. Scully, Edward H. McDermott, Eli J. Weinberg, the Phoebe Snow Foundation and the Scully Memorial Foundation (each, a Grantor) has made, constituted and appointed, and by these presents does make, constitute and appoint, Kim M. Silva (an Attorney), the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in Grantors name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:

 
1.
To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the Securities Exchange Act of 1934.
     
 
2.
To do all such other acts and things as, in such Attorneys discretion, he or she deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto.
     
 
3.
To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.

The Grantor hereby ratifies and confirms all that said agents and attorneys-in-fact or any substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or to file reports under Section 13(d) of the Securities Exchange Act of 1934 with respect to the undersigneds holdings of and transactions in securities issued by Oasis Petroleum Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

The words Grantor and Attorney shall include all grantors and attorneys under this Power of Attorney.

IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by his, her or its signature as of the 29th day of December, 2014.
 
 
SPO Partners II, L.P.
   
 
By:  SPO Advisory Partners, L.P.
 
Its:  General Partner
   
 
By:  SPO Advisory Corp.
 
Its:  General Partner
   
   
   
 
By:
/s/ John H. Scully
   
Name:  John H. Scully
   
Title:  President

 


 
 

 

 
SPO Advisory Partners, L.P.
   
 
By:  SPO Advisory Corp.
 
Its:  General Partner
   
   
   
 
By:
/s/ John H. Scully
   
Name:  John H. Scully
   
Title:  President
     
     
     
 
San Francisco Partners, L.P.
   
 
By:  SF Advisory Partners, L.P.
 
Its:  General Partner
   
 
By:  SPO Advisory Corp.
 
Its:  General Partner
     
     
     
 
By:
/s/ John H. Scully
   
Name:  John H. Scully
   
Title:  President
     
     
     
 
SF Advisory Partners, L.P.
   
 
By:  SPO Advisory Corp.
 
Its:  General Partner
     
     
     
 
By:
/s/ John H. Scully
   
Name:  John H. Scully
   
Title:  President
     
     
     
 
SPO Advisory Corp.
   
   
   
 
By:
/s/ John H. Scully
   
Name:  John H. Scully
   
Title:  President
 
 
 

 
 
John H. Scully
   
   
   
 
/s/ John H. Scully
   
   
   
 
Edward H. McDermott
   
   
   
 
/s/ Edward H. McDermott
   
   
   
 
Eli J. Weinberg
   
   
   
 
/s/ Eli J. Weinberg
   
   
   
 
Ian R. McGuire
   
   
   
 
/s/ Ian R. McGuire
 
 
 
 
Phoebe Snow Foundation, Inc.
   
   
   
 
By:
/s/ John H. Scully
   
Name:  John H. Scully
   
Title:  President
   
   
   
 
Scully Memorial Foundation
     
     
     
 
By:
/s/ John H. Scully
   
Name:  John H. Scully
   
Title:  President

 




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