November 4, 2011
Securities and Exchange Commission
100 F Street NE
Mail Stop 7010
Washington, D.C. 20549-7010
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Attn:
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H. Roger Schwall
Division of Corporation Finance |
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Re:
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Registration Statement on Form S-4
Filed September 23, 2011
File No. 333-176974 |
Dear Mr. Schwall:
This letter supplements the Registration Statement on Form S-4 of Oasis Petroleum Inc. (the
"Company”) with respect to an offer to exchange (the “Exchange Offer”) the Company’s 7.25% Senior
Notes due 2019, which were originally issued February 2, 2011 (the “Outstanding Notes”), for new
notes with terms materially identical to the Outstanding Notes but which have been registered under
the Securities Act of 1933, as amended (the “Exchange Notes”). In connection with the
above-referenced Registration Statement (the “Registration Statement”), the Company hereby confirms
and represents as follows:
1. The Company is registering the Exchange Offer in reliance on the Staff’s position and
representations set forth in Shearman & Sterling, SEC No-Action Letter (available July 2, 1993),
Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), and Exxon Capital
Holding Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No Action Letters”).
2. The Company has not entered into any arrangement or understanding with any person to
distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the
Company’s knowledge and belief, each person participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or understanding with any
person to participate in the distribution of the Exchange Notes to be received in the Exchange
Offer. In this regard, the Company will make each person participating in the Exchange Offer aware
(through the prospectus or the letter of transmittal) that, if such person is tendering Outstanding
Notes in the Exchange Offer with the intention of participating in any manner in a distribution of
the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in the No Action
Letters or interpretative letters to similar effect and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”),
in connection with a secondary resale transaction. The Company acknowledges that such a secondary
resale transaction by such person participating in the Exchange Offer for the purpose of
distributing the Exchange Notes should be covered by an effective registration statement containing
the selling security holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K.
Securities and Exchange Commission
November 4, 2011
Page 2
3. The Company will make each person participating in the Exchange Offer aware (through the
prospectus or the letter of transmittal) that any broker-dealer that will receive Exchange Notes
for its own account in exchange for Outstanding Notes that were acquired as a result of
market-making activities or other trading activities may be a statutory underwriter and must
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale
of such Exchange Notes.
4. Neither the Company nor any of its affiliates have entered into any arrangement or
understanding with any broker-dealer to distribute the Exchange Notes.
5. The Company will include in the letter of transmittal to be executed by an exchange offeree
in order to participate in the Exchange Offer a provision to the effect that if the exchange
offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of
market-making activities or other trading activities, such broker-dealer will acknowledge that it
will deliver a prospectus meeting the requirements of the Securities Act in connection with any
resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange
Offer. The letter of transmittal also will include a statement to the effect that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act.
If any additional supplemental information is required by the Staff, please contact the
undersigned at (281) 404-9606 or Matthew R. Pacey of Vinson & Elkins L.L.P., whose telephone number
and mailing address are shown on the facing sheet of the Registration Statement.
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Very truly yours,
OASIS PETROLEUM INC.
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By: |
/s/ Nickolas J. Lorentzatos
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Nickolas J. Lorentzatos |
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Senior Vice President, General Counsel and
Corporate Secretary |
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