The two Bakken shale producers announced in a joint statement on March 7 that they had reached an agreement to unite in a $6 billion "merger of equals."
The deal provides Whiting stockholders with 0.5774 shares of Oasis common stock in addition to $6.25 in cash per share of Whiting stock owned. It is expected that the combined company will be listed on the NASDAQ under a revised ticker that will be announced prior to the closing under the leadership of Oasis CEO Danny Brown.
Combining these two companies will create a leading Williston Basin position with assets covering approximately 972,000 net acres, production of 167,800 boe/d, and an enhanced free cash flow generation that will generate capital returns to shareholders.
A historic collapse in oil prices prompted both Whiting and Oasis oil companies to file for Chapter 11 bankruptcy protection in 2020. Thus, the merger can be viewed as a preventive measure to avoid going out of business.
Each company has executed a series of strategic transactions over the last year, reducing costs and establishing leading frameworks for ESG. Together, these two companies' efforts should accelerate, and they will be better positioned to generate strong free cash flow, implement a streamlined strategy, and boost the return on capital. It should also benefit the development of the communities in which these companies operate in the great states of North Dakota, Texas, and Montana.
In the wake of the transaction, Brown will be named president and CEO of the combined company, which will have a headquarters in Houston but retain a Denver office going forward. Lynn Peterson, Whiting's president, and CEO will serve as the board's executive chair.
Both boards of directors of the companies have unanimously approved the transaction, which is expected to close in the second half of 2022. Under customary closing conditions, the Whiting and Oasis shareholders will have to approve the deal as well.
The combined company will have approximately 53% Whiting shareholders and 47% Oasis shareholders, assuming that the transaction closes on an all-stock basis. A special dividend of $15 per share will be paid to Oasis shareholders upon the closing of the transaction.
An investment return program representing 60% of the free cash flow will be implemented during the second half of 2022. Combining the two companies will enable a quarterly dividend increase of roughly $25 million, which would equal $0.585 per share, through variable dividends and share repurchases. Prior to closing, each company will carry on with its formally announced programs.
Whiting has been advised regarding the transaction by Citi and Kirkland & Ellis LLP. While Tudor, Pickering, Holt & Co., RBC Capital Markets LLC, and Vinson & Elkins LLP advise Oasis.
