UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 22, 2017

 


 

Midstates Petroleum Company, Inc.

(Exact name of registrant specified in its charter)

 


 

Delaware

 

001-35512

 

45-3691816

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification No.)

 

321 South Boston Avenue, Suite 1000
Tulsa, Oklahoma

 

74103

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (918) 947-8550

 

Not Applicable.

(Former name or former address, if changed since last report.)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o

 

 

 



 

Item 1.01                                            Entry into a Material Definitive Agreement.

 

The description of the Amendment (as defined below), described under Item 5.02 is incorporated in this Item 1.01 by reference.

 

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On and effective as of August 22, 2017, Midstates Petroleum Company, Inc. (the “ Company ”) entered into an amendment (the “ Amendment ”) to its executive employment agreement with Frederic F. Brace, the Company’s President and Chief Executive Officer, originally effective October 21, 2016 (as amended, the “ Agreement ”).

 

The Amendment (i) extends the term of the Agreement until April 21, 2018 (the “ Termination Date ”), (ii) revises the duties of Mr. Brace to include service in a transitional capacity following the appointment by the Company of a replacement President and Chief Executive Officer, (iii) removes the obligation of the Company to pay an annual bonus to Mr. Brace from and after October 21, 2017 and (iv) limits the Company’s severance obligations to Mr. Brace following October 21, 2017, in the event of a qualifying termination of employment, to (a) a cash amount equal to the remaining base salary payable to Mr. Brace through the Termination Date, (b) continuation of welfare benefits through the Termination Date and (c) certain post-termination welfare benefits.  In addition, the Amendment provides that on October 21, 2017, the conclusion of the original term of the Agreement, Mr. Brace will be entitled to receive a pro-rata portion of his target bonus in respect of 2017 and all of his outstanding equity-based awards will vest.

 

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 7.01                                            Regulation FD Disclosure.

 

On August 25, 2017, the Company issued a press release disclosing the Amendment described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)  Exhibits .

 

Exhibit No.

 

Description of Exhibit

 

 

 

10.1

 

Amendment No. 1 to Executive Employment Agreement, dated as of August 22, 2017, by and between Midstates Petroleum Company, Inc. and Frederic F. Brace.

 

 

 

99.1

 

Press Release, dated August 25, 2017.

 

2



 

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 thereunto duly authorized.

 

 

Midstates Petroleum Company, Inc.

 

(Registrant)

 

 

Date: August 25, 2017

 

 

 

 

By:

/s/ Scott C. Weatherholt

 

 

Scott C. Weatherholt

 

 

Vice President - General Counsel & Corporate Secretary

 

3



 

Item 9.01                                            Financial Statements and Exhibits.

 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

10.1

 

Amendment No. 1 to Executive Employment Agreement, dated as of August 22, 2017, by and between Midstates Petroleum Company, Inc. and Frederic F. Brace.

 

 

 

99.1

 

Press Release, dated August 25, 2017.

 

4


Exhibit 10.1

 

AMENDMENT NO. 1 TO EXECUTIVE

EMPLOYMENT AGREEMENT

 

THIS AMENDMENT NO. 1 (this “ Amendment ”), is dated as of August 22, 2017 (the “ Effective Date ”) and amends that certain Executive Employment Agreement, dated October 21, 2016 (the “ Agreement ”) between FREDERIC F. BRACE (the “ Executive ”) and MIDSTATES PETROLEUM COMPANY, INC. (the “ Company ”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

 

RECITALS

 

WHEREAS , the Company and Executive previously entered into the Agreement;

 

WHEREAS , pursuant to Section 8(l) of the Agreement, the Agreement shall not be modified except in a writing signed by each party thereto; and

 

WHEREAS , the Company and Executive desire to amend the Agreement as set forth herein, effective as of October 22, 2017 (the “ Amendment Date ”).

 

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.                                       The Executive and the Company hereby agree and acknowledge that the execution of this Amendment as of the Effective Date constitutes sufficient notice pursuant to Section 1 of the Agreement (as such Section 1 is in effect prior to the Amendment Date) that the Company intends for the Agreement to terminate following the conclusion of the “Term” as defined by this Amendment following the Amendment Date.

 

2.                                       Section 1 of the Agreement is hereby amended and restated effective on and after the Amendment Date as follows:

 

Term . The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions set forth in this Agreement for a period commencing on the Amendment Date and ending on April 21, 2018 (the “ Term ”).”

 

3.                                       Section 2(a)(1) of the Agreement is hereby amended and restated effective on and after the Amendment Date as follows:

 

“During the Term, Executive shall initially serve in a transitional role as the Company’s President and Chief Executive Officer until such time as the Company’s Board of Directors (the “ Board ”) hires a new individual to fill the role of President and Chief Executive Officer, and, in so doing, shall possess the duties and responsibilities consistent with that position in a company of the size and nature of the Company, and such other duties,

 

1



 

responsibilities, and authority reasonably assigned to the Executive from time to time by the Board that are consistent with the Executive’s positions set forth above. Once a new President and Chief Executive Officer is hired by the Board, Executive shall serve in a transitional capacity and shall possess the duties and responsibilities reasonably assigned to Executive by the Board to assist the Company with such transition.”

 

4.                                       Section 2(b)(2) of the Agreement is hereby deleted effective on and after October 21, 2107.

 

5.                                       Section 4(a) of the Agreement is hereby amended and restated effective on and after the Amendment Date as follows:

 

“If the Company shall terminate the Executive’s employment for any reason or no reason during the Term, if the Executive resigns from his employment with Good Reason during the Term, or upon the natural expiration of the Term, the Company shall, in each case, have no further payment obligations to the Executive or his legal representatives, other than for the payment of: (1) in a cash lump sum within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) that portion of the Executive’s Annual Base Salary accrued through the Date of Termination to the extent not previously paid, any expense reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the “ Accrued Obligations ”); (2) the remainder of the Executive’s Base Salary which would have been earned through the remainder of the Term in the event that the Date of Termination occurs prior to the end of the Term; (3) in a cash lump sum within thirty (30) days after the conclusion of the Initial Term, an amount equal to $563,836.00, which is equal to a pro-rata portion of the Executive’s Target Bonus, based upon the number of days between January 1, 2017 and the conclusion of the Initial Term; (4) continuation of medical, dental and vision coverage for the Executive and his spouse and any eligible dependents on the same basis and at the same cost as active employees of the Company until the conclusion of the Term; and (5) beginning on the date immediately following the conclusion of the Term and thereafter in accordance with the customary payroll practices of the Company, the Company shall remit payment of the premiums to the insurer to provide for continued medical, dental and vision coverage for the Executive and his spouse and any eligible dependents until the end of the earlier of (i) the second anniversary of the conclusion of the Term and (ii) the date on which the Executive begins full-time employment with another entity that provides comparable health and welfare benefits (the payments in clauses (2) through (5), collectively, the “ Termination Payments ”). In addition to the payment obligations described in the preceding sentence, all unvested awards granted to the Executive under the Midstates Petroleum Company, Inc. 2016 Long Term Incentive Plan (the “ MIP ”) shall vest upon October 21, 2017.”

 

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6.                                       The second sentence of Section 4(c) of the Agreement is hereby amended and restated effective on and after the Amendment Date as follows:

 

“For purposes of this Agreement, “ Good Reason ” shall mean any of the following, but only if occurring without the Executive’s consent: (1) a material diminution in the Executive’s Base Salary, (2) a material diminution in the Executive’s titles, positions, authority, duties, or responsibilities that is inconsistent with Executive’s transitional role as set forth in Section 2(a)(1)  hereof, (3) the relocation of the Executive’s principal office to an area more than 50 miles from its location immediately prior to such relocation, or (4) the failure of the Company to comply with any material provision of the Executive’s employment agreement, including any amendment thereto, or equity agreement.”

 

7.                                       This Amendment shall only serve to amend and modify the Agreement to the extent specifically provided herein.  All terms, conditions, provisions and references of and to the Agreement which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained.  All prior agreements, promises, negotiations and representations, either oral or written, relating to the subject matter of this Amendment not expressly set forth in this Amendment are of no force or effect.

 

8.                                       This Amendment shall not be amended, modified or supplemented except by a written instrument signed by the parties hereto.  The failure of a party to insist on strict adherence to any term of this Amendment on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Amendment.  No waiver of any provision of this Amendment shall be construed as a waiver of any other provision of this Amendment.  Any waiver must be in writing.

 

9.                                       This Amendment shall inure to the benefit of the Company and its successors and assigns and shall be binding upon the Company and its successors and assigns.  This Amendment is personal to Executive, and Executive shall not assign or delegate his rights or duties under this Amendment, and any such assignment or delegation shall be null and void.

 

10.                                This Amendment may be executed and delivered (including by facsimile, “pdf” or other electronic transmission) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

 

[ Signature Page Follows ]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

 

 

 

MIDSTATES PETROLEUM COMPANY, INC.,

 

 

 

a Delaware corporation

 

 

 

 

 

By:

/s/ Alan J. Carr

 

Name:

Alan J. Carr

 

Title:

Chairman of the Board of Directors

 

 

 

Date:

August 22, 2017

 

 

 

 

 

EXECUTIVE:

 

 

 

 

 

/s/ Frederic F. Brace

 

Frederic F. Brace

 

 

 

Date:

August 22, 2017

 

4


Exhibit 99.1

 

 

321 SOUTH BOSTON AVENUE, SUITE 1000

TULSA, OKLAHOMA 74103

 

PRESS RELEASE FOR IMMEDIATE ISSUANCE

 

MIDSTATES PETROLEUM EXTENDS JAKE BRACE’S EMPLOYMENT AGREEMENT TO INCLUDE TRANSITION PERIOD

 

TULSA, OK ( BUSINESS WIRE) — August 25, 2017 — Midstates Petroleum Company, Inc. (NYSE: MPO) (“Midstates” or the “Company”) today announced that the Board of Directors has entered into an amendment to its executive employment agreement with Frederic F. (Jake) Brace, Midstates’ current President and Chief Executive Officer. The amendment extends the term of the agreement from its current termination date of October 21, 2017 until April 21, 2018 and revises the duties of Mr. Brace to include service in a transitional capacity following the appointment by the Company of a replacement President and Chief Executive Officer.  Additional details of the amendment are included in a Form 8-K filed today with the Securities and Exchange Commission.

 

Alan Carr, Chairman of the Board of Midstates commented, “Jake has been and continues to be a strong leader.  His hard work and commitment during his time at Midstates has been instrumental to the Board.  Thanks in part to Jake’s efforts, Midstates is a significantly stronger company.  We appreciate Jake’s assistance as we transition the Company to a longer-term leadership profile.”

 

About Midstates Petroleum Company, Inc.

 

Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. The Company’s operations are currently focused on oilfields in the Mississippian Lime play in Oklahoma and the Anadarko Basin in Texas and Oklahoma.

 

*********

 

Contact:

Midstates Petroleum Company, Inc.

 

Jason McGlynn, Investor Relations, (918) 947-4614

Jason.McGlynn@midstatespetroleum.com