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 2, 2019 (August 2, 2019)

 

 

AMPLIFY ENERGY CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-35364   82-1326219

(State or other jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

500 Dallas Street, Suite 1700

Houston, Texas

  77002
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 490-8900

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):

 

☐

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

 

☐

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

 

☐

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

 

☐

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

Securities Registered Pursuant to Section 12(b):

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

None   None   None

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  ☐

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.  ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 2, 2019, Amplify Energy Corp. (“Amplify”) held a Special Meeting of Stockholders (the “Special Meeting”) in Houston, Texas to consider certain proposals related to the Agreement and Plan of Merger, dated as of May 5, 2019, by and among Midstates Petroleum Company, Inc. (“Midstates”), Midstates Holdings, Inc., a direct wholly owned subsidiary of Midstates (“Merger Sub”), and Amplify (the “Merger Agreement”), which provides, among other things and subject to the terms and conditions set forth therein, that (i) Merger Sub will merge with and into Amplify, with Amplify surviving the merger as a wholly owned subsidiary of Midstates and (ii) immediately thereafter, as part of the same transaction, Amplify will merge with and into a wholly owned subsidiary of Midstates, with such subsidiary continuing as the surviving entity (the “Merger”). Prior to the Special Meeting, Amplify delivered a joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on June 28, 2019.

As of the close of business on June 28, 2019, the record date for the Special Meeting, there were 22,305,256 shares of Amplify common stock outstanding. Each outstanding share of Amplify common stock entitled its holder of record to one vote on each matter to be considered at the Special Meeting. At the Special Meeting, 16,853,392 shares of Amplify common stock were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.

The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement.

Merger Agreement Proposal : to approve the adoption of the Merger Agreement.

Amplify’s stockholders approved the Merger Agreement. The voting results were as follows:

 

For

  

Against

  

Abstain

15,929,401    923,538    453

Advisory Compensation Proposal : to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Amplify’s named executive officers in connection with the Merger.

The compensation that may be paid or become payable to Amplify’s named executive officers in connection with the Merger was approved, on an advisory basis, as follows:

 

For

  

Against

  

Abstain

15,867,715    960,023    25,654

 

Item 7.01.

Regulation FD Disclosure.

On August 2, 2019, the Company issued a press release announcing stockholder approval of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits .

 

Exhibit
Number

  

Description

99.1    Press Release dated August 2, 2019

SIGNATURES

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.

 

Dated: August 2, 2019     AMPLIFY ENERGY CORP.
    By:  

/s/ Martyn Willsher

      Name:   Martyn Willsher
      Title:   Senior Vice President and Chief Financial Officer

Exhibit 99.1

 

LOGO      

News

For Immediate Release

Amplify Energy Announces Shareholder Approval of Merger with Midstates

HOUSTON, August 2, 2019—Amplify Energy Corp. (OTCQX: AMPY) (“Amplify” or the “Company”) and Midstates Petroleum Company, Inc. (NYSE: MPO) (“Midstates”) announced that the proposals necessary for the companies’ previously announced all-stock, merger-of equals transaction were approved today by Amplify’s stockholders at the Amplify special meeting and by Midstates’ stockholders at the Midstates annual meeting.

The transaction is expected to close on August 6, 2019, subject to satisfaction of remaining customary closing conditions. Amplify stockholders will receive 0.933 shares of Midstates common stock for each share of Amplify common stock. Upon completion of the merger, current Midstates stockholders, collectively, and current Amplify stockholders, collectively, will each own approximately 50% of the outstanding common stock of the combined company.

The combined company will retain the name Amplify Energy Corp. and will remain headquartered in Houston. Amplify’s President and Chief Executive Officer, Ken Mariani, will continue to lead the combined company and the new Board of Directors will include members who currently serve on the Amplify and Midstates Boards.

Amplify will issue a press release and an updated investor presentation on August 6, 2019, which will include pro-forma guidance and return of capital plans for the merged company. Amplify will also conduct a conference call on August 6, 2019 to further discuss the combined company and address investor questions.

About Amplify

Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties. The Company’s operations are focused in the Rockies, offshore California, East Texas / North Louisiana and South Texas. For more information, visit www.amplifyenergy.com.

About Midstates

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. Midstates’ operations are currently focused on oilfields in the Mississippian Lime play in Oklahoma. For more information, visit www.midstatespetroleum.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Amplify expects, believes or

 

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anticipates will or may occur in the future are forward-looking statements. Terminology such as “will,” “would,” “should,” “could,” “expect,” “anticipate,” “plan,” “project,” “intend,” “estimate,” “believe,” “target,” “continue,” “potential,” the negative of such terms or other comparable terminology are intended to identify forward-looking statements. Amplify believes that these statements are based on reasonable assumptions, but such assumptions may prove to be inaccurate. Such statements are also subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Amplify, which may cause Amplify’s actual results to differ materially from those implied or expressed by the forward-looking statements. Please read the Company’s filings with the Securities and Exchange Commission, including “Risk Factors” in its Annual Report on Form 10-K, and if applicable, its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other public filings and press releases for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. All forward-looking statements speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Amplify undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Contacts

Martyn Willsher – Chief Financial Officer

(713) 588-8346

martyn.willsher@amplifyenergy.com

Eric Chang – Treasurer

(713) 588-8349

eric.chang@amplifyenergy.com

 

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