Item 7.01 Regulation FD Disclosure.
Notice of Dismissal of Whiting Petroleum, Inc. Litigation and Agreement Upon
Attorneys' Fees. On March 7, 2022, Whiting Petroleum Corporation ("Whiting") and
Oasis Petroleum Inc. ("Oasis") entered into an Agreement and Plan of Merger
contemplating the merger of Whiting and Oasis in a merger of equals transaction.
On May 24, 2022, Whiting filed with the Securities and Exchange Commission
("SEC") a definitive proxy statement to solicit the votes of its stockholders to
approve the proposed merger (the "Proxy Statement") at a special stockholder
meeting to be held on June 28, 2022.
On May 31, 2022, Barbara Siegfried ("Plaintiff") filed a Verified Class Action
Complaint (the "Complaint") in the Delaware Court of Chancery (the "Court")
under the caption Siegfried v. McCarthy, et al., 2022-0470-KSJM (the "Action")
on behalf of a putative class of stockholders of Whiting challenging disclosures
made in connection with the then-proposed merger of Whiting and Oasis (the
"Transaction"), and alleging that the members of Whiting's Board of Directors
(the "Defendants") breached their fiduciary duties to Whiting's stockholders in
connection with disclosures made in the Proxy Statement. The Action sought,
among other things, a preliminary injunction against the Transaction. Also on
May 31, 2022, Plaintiff filed a motion for expedited proceedings and a motion
for a preliminary injunction.
Defendants have denied that they committed any violation of law or engaged in
any of the wrongful acts that were or could have been alleged in the Action, and
expressly maintain that they diligently and scrupulously complied with their
fiduciary and other legal duties.
On June 14, 2022, without admitting that the allegations in the Complaint had
any merit, Whiting issued a Form 8-K containing supplemental disclosures that
mooted certain of the allegations in the Action (the "Supplemental
Disclosures"). On June 23, 2022, the Court denied the motion for a preliminary
injunction. On August 4, 2022, the Court entered an order dismissing the Action
as moot and retaining jurisdiction solely for adjudicating the anticipated
application of Plaintiff's counsel for an award of attorneys' fees and expenses.
As a result of the Transaction, which closed on July 1, 2022, Whiting is now a
wholly-owned subsidiary of Chord Energy Corporation ("Chord," f/k/a Oasis
Petroleum Inc.). Following negotiations, Chord, on behalf of Defendants, while
denying any and all liability and maintaining that the Proxy Statement already
contained all material information required for stockholders to cast an informed
vote regarding the Transaction prior to the Supplemental Disclosures, agreed to
pay $75,000 to Plaintiff's counsel for attorneys' fees and expenses in full
satisfaction of the claim for attorneys' fees and expenses in the Action.
On May 12, 2023, the Court entered an order closing the Action, subject to Chord
filing an affidavit with the Court confirming that this notice has been issued.
In entering the order, the Court was not asked to review, and did not pass
judgment on, the payment of the attorneys' fees and expenses or their
reasonableness.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
Cover Page Interactive Data File - the cover page interactive data file does
104 not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.
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