UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously announced on June 16, 2022, Chord Energy Corporation, a Delaware corporation formerly known as Oasis Petroleum Inc. (the “Company”), declared a special dividend of $15.00 (the “Special Dividend”) per share of common stock, $0.01 par value of the Company (the “Common Stock”). The Special Dividend was payable July 8, 2022 to holders of record of Common Stock as of June 29, 2022 (the “Record Date”), in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2022, by and among the Company, Whiting Petroleum Corporation, a Delaware corporation, Ohm Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company, and New Ohm LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, which occurred on July 1, 2022.
On the date hereof, the Company announced that, in connection with the Special Dividend and pursuant to Section 5.1(d) of that certain Warrant Agreement, dated as of November 19, 2020, by and between the Company and Computershare Trust Company, N.A. (the “Warrant Agreement”), and effective as of immediately prior to the opening of business on June 30, 2022, the day after the Record Date, the exercise price for which a holder (each, a “Holder”) of a warrant governed by the Warrant Agreement (each, a “Warrant”) may purchase a share of Common Stock was decreased by $15.00 per share from $90.57 to $75.57 (the “Exercise Price Adjustment”). For the avoidance of doubt, each Warrant remains exercisable for one share of Common Stock.
Pursuant to Section 5(k)(ii) of the Warrant Agreement, and in accordance with Section 11.1(b) and Section 11.2 of the Warrant Agreement, the filing of this Current Report on Form 8-K disclosing the Exercise Price Adjustment shall constitute notice of the same to all Holders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHORD ENERGY CORPORATION | ||||||
| Date: July 15, 2022 | By: | /s/ M. Scott Regan | ||||
| M. Scott Regan | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
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