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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-233677

 

PROSPECTUS

12,291,246 Shares

 

 

LOGO

Amplify Energy Corp.

12,291,246 SHARES OF COMMON STOCK

 

 

This prospectus relates to the offer and resale of up to an aggregate of 12,291,246 shares of common stock, par value $0.01 per share (the “Common Stock”), of Amplify Energy Corp. (the “Company”) by the selling stockholders identified in this prospectus. The Common Stock offered under this prospectus was issued to such selling stockholders pursuant to that certain Agreement and Plan of Merger, dated as of May 5, 2019 (the “Merger Agreement”), by and among Midstates Petroleum Company, Inc., a Delaware corporation (“Midstates”), Midstates Holdings, Inc., a Delaware corporation and direct, wholly owned subsidiary of Midstates (“Merger Sub”) and Amplify Energy Corp., a Delaware corporation (“Legacy Amplify”), pursuant to which Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the Merger as a wholly owned subsidiary of Midstates (the “Merger”), and immediately following the Merger, Legacy Amplify merged with and into Alpha Mike Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Midstates (“LLC Sub”), with LLC Sub surviving as a wholly owned subsidiary of Midstates. On August 6, 2019 (the “Effective Date”), the Merger closed and, pursuant to the Merger Agreement, Midstates changed its name to “Amplify Energy Corp.” and LLC Sub changed its name to “Amplify Energy Holdings LLC.” Also on the Effective Date, pursuant to the Merger Agreement, each share of Legacy Amplify common stock held by such selling stockholders was converted into the right to receive 0.933 shares of common stock of the Company, rounded up to the nearest whole share. Shares of Common Stock registered hereunder represent shares of Common Stock that were issued to the selling stockholders in connection with the Merger as consideration for shares of Legacy Amplify common stock held by such selling stockholders prior to the closing of the Merger.

Pursuant to this prospectus, the selling stockholders are permitted to offer shares of our Common Stock from time to time, if and to the extent as they may determine, through public or private transactions or through other means described in the section of this prospectus entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The selling stockholders may sell shares through agents they select or through underwriters and dealers they select. The selling stockholders also may sell shares directly to investors. If the selling stockholders use agents, underwriters or dealers to sell the shares, we will name such agents, underwriters or dealers and describe any applicable commissions or discounts in a supplement to this prospectus if required.

We are registering the offer and sale of the shares of Common Stock hereunder pursuant to the amended and restated registration rights agreement, dated August 6, 2019, between the Company and certain of its stockholders (the “Registration Rights Agreement”). We have agreed to bear all of the expenses incurred in connection with the registration of the shares of Common Stock. The selling stockholders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of the shares of Common Stock.

The selling stockholders identified in this prospectus are offering all of the shares of Common Stock under this prospectus. We will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest. You also should read the documents we have referred you to in the “Where You Can Find More Information” and the “Information Incorporated by Reference” sections of this prospectus for information about us and our financial statements.

Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “AMPY.” On October 10, 2019, the closing price of our Common Stock on the NYSE was $6.56 per share.

 

 

Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 3 of this prospectus and the “Risk Factors” sections in our and Legacy Amplify’s Annual Reports on Form 10-K for the year ended December 31, 2018 to read about risks you should consider before buying shares of our Common Stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated October 11, 2019

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TABLE OF CONTENTS

 

FORWARD-LOOKING STATEMENTS

     ii  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     3  

USE OF PROCEEDS

     4  

DETERMINATION OF OFFERING PRICE

     4  

SELLING STOCKHOLDERS

     5  

PLAN OF DISTRIBUTION

     7  

DESCRIPTION OF CAPITAL STOCK

     9  

LEGAL MATTERS

     13  

EXPERTS

     13  

WHERE YOU CAN FIND MORE INFORMATION

     13  

INFORMATION INCORPORATED BY REFERENCE

     14  

We and the selling stockholders have not authorized anyone to provide any information other than that contained or incorporated by reference into this prospectus or any free writing prospectus prepared by us or on our behalf or to which we have referred you. We can take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. We are not, and the selling stockholders are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus, or that the information contained in any document incorporated by reference into this prospectus is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Forward-Looking Statements” and “Risk Factors.”

 

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

 

  •  

business strategies;

 

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acquisition and disposition strategy;

 

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cash flows and liquidity;

 

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financial strategy;

 

  •  

ability to replace the reserves we produce through drilling;

 

  •  

drilling locations;

 

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oil and natural gas reserves;

 

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technology;

 

  •  

realized oil, natural gas and NGL prices;

 

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production volumes;

 

  •  

lease operating expense;

 

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gathering, processing and transportation;

 

  •  

general and administrative expense;

 

  •  

future operating results;

 

  •  

ability to procure drilling and production equipment;

 

  •  

ability to procure oil field labor;

 

  •  

planned capital expenditures and the availability of capital resources to fund capital expenditures;

 

  •  

ability to access capital markets;

 

  •  

marketing of oil, natural gas and NGLs;

 

  •  

acts of God, fires, earthquakes, storms, floods, other adverse weather conditions, war, acts of terrorism, military operations or national emergency;

 

  •  

expectations regarding general economic conditions;

 

  •  

competition in the oil and natural gas industry;

 

  •  

effectiveness of risk management activities;

 

  •  

environmental liabilities;

 

  •  

counterparty credit risk;

 

  •  

expectations regarding governmental regulation and taxation;

 

  •  

expectations regarding developments in oil-producing and natural-gas producing countries; and

 

  •  

plans, objectives, expectations and intentions.

All statements, other than statements of historical fact, included in this prospectus, any prospectus supplement and the documents we incorporate by reference are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,”

 

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“outlook,” “continue,” the negative of such terms or other comparable terminology. These statements address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as projections of results of operations, plans for growth, goals, future capital expenditures, competitive strengths, references to future intentions and other such references. These forward-looking statements involve risks and uncertainties. Important factors that could cause our actual results or financial condition to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following risks and uncertainties:

 

  •  

our results of evaluation and implementation of strategic alternatives;

 

  •  

risks related to a redetermination of the borrowing base under our senior secured reserve-based revolving credit facility;

 

  •  

our ability to access funds on acceptable terms, if at all, because of the terms and conditions governing our indebtedness, including financial covenants;

 

  •  

our ability to satisfy debt obligations;

 

  •  

volatility in the prices for oil, natural gas, and NGLs, including further or sustained declines in commodity prices;

 

  •  

the potential for additional impairments due to continuing or future declines in oil, natural gas and NGL prices;

 

  •  

the uncertainty inherent in estimating quantities of oil, natural gas and NGLs reserves;

 

  •  

our substantial future capital requirements, which may be subject to limited availability of financing;

 

  •  

the uncertainty inherent in the development and production of oil and natural gas;

 

  •  

our need to make accretive acquisitions or substantial capital expenditures to maintain our declining asset base;

 

  •  

the existence of unanticipated liabilities or problems relating to acquired or divested businesses or properties;

 

  •  

potential acquisitions, including our ability to make acquisitions on favorable terms or to integrate acquired properties;

 

  •  

the consequences of changes we have made, or may make from time to time in the future, to our capital expenditure budget, including the impact of those changes on our production levels, reserves, results of operations and liquidity;

 

  •  

potential shortages of, or increased costs for, drilling and production equipment and supply materials for production, such as CO2;

 

  •  

potential difficulties in the marketing of oil and natural gas;

 

  •  

changes to the financial condition of counterparties;

 

  •  

uncertainties surrounding the success of our secondary and tertiary recovery efforts;

 

  •  

competition in the oil and natural gas industry;

 

  •  

general political and economic conditions, globally and in the jurisdictions in which we operate;

 

  •  

the impact of legislation and governmental regulations, including those related to climate change and hydraulic fracturing;

 

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the risk that our hedging strategy may be ineffective or may reduce our income;

 

  •  

the cost and availability of insurance as well as operating risks that may not be covered by an effective indemnity or insurance;

 

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  •  

actions of third-party co-owners of interest in properties in which we also own an interest; and

 

  •  

other risks and uncertainties described in “Risk Factors” and under the heading “Item 1A. Risk Factors” in our and Legacy Amplify’s Annual Reports on Form 10-K for the year ended December 31, 2018.

The forward-looking statements contained in this prospectus, any prospectus supplement and the documents we incorporate by reference are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the events or circumstances described in any forward-looking statement will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements. For additional information regarding known material factors that could affect our operating results or performance, please read the section entitled “Risk Factors” in this prospectus and in any applicable prospectus supplement, as well as all risk factors described in the documents incorporated by reference herein, including, without limitation, the factors described in “Part I—Item 1A. Risk Factors” of our and Legacy Amplify’s Annual Reports on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 14, 2019 and March 6, 2019, respectively. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

 

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PROSPECTUS SUMMARY

This summary highlights the more detailed information contained elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that you should consider before deciding whether to invest in our Common Stock. You should read this entire prospectus carefully, including risk factors and the documents incorporated by reference herein, before making an investment decision. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” and “Information Incorporated by Reference.”

When referring to Amplify Energy Corp. (formerly known as Midstates Petroleum Company, Inc.) (the “Company,” “Amplify Energy,” “us,” “our,” “we,” or similar expressions), the intent is to refer to Amplify Energy Corp., a Delaware corporation, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made.

Company Overview

We are an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties located in Oklahoma, the Rockies, offshore California, East Texas / North Louisiana and South Texas.

Our business activities are conducted through Amplify Energy Operating LLC, our wholly owned subsidiary, and its wholly owned subsidiaries, and we operate in one reportable segment. Our assets consist primarily of producing oil and natural gas properties and are located in Oklahoma, Texas, Louisiana, Wyoming and offshore California. Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs.

Corporate Information

Our principal executive offices are at 500 Dallas Street, Suite 1700, Houston, Texas 77002 and our telephone number is (713) 490-8900. Our Common Stock is listed on the NYSE under the symbol “AMPY.” Information contained on our website, www.amplifyenergy.com, does not constitute a part of this prospectus.



 

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The Offering

 

Common Stock offered by the selling stockholders

Up to 12,291,246 shares of Common Stock.

 

Common Stock outstanding as of September 30, 2019 prior to and after giving effect to the shares that may be offered pursuant to this prospectus

39,978,099 shares of Common Stock.

 

Use of proceeds

We will not receive any proceeds from the sale of shares of Common Stock that may be sold by the selling stockholders from time to time pursuant to this prospectus.

 

NYSE ticker symbol

“AMPY.”

 

Risk factors

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” and the risk factors set forth in the documents incorporated by reference herein for a discussion of factors you should carefully consider before deciding to invest in our Common Stock.



 

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RISK FACTORS

An investment in our Common Stock involves a high degree of risk. Before you invest in our Common Stock, you should carefully consider those risk factors described under the heading “Item 1A. Risk Factors” in our and Legacy Amplify’s Annual Reports on Form 10-K for the year ended December 31, 2018, as well as any risk factors contained in our or Legacy Amplify’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, which are incorporated by reference into this prospectus. The risks described in this prospectus, in addition to the risks described in the documents we incorporate by reference herein may not be the only risks we face, as our business and operations may also be subject to risks that we do not yet know of, or that we currently believe are immaterial. We expect to update these risk factors from time to time in the periodic and current reports that we file with the SEC after the date of this prospectus, which will be incorporated by reference into this prospectus. You should be aware that the occurrence of any of the events described in the risk factors included in this prospectus or incorporated by reference herein could have a material adverse effect on our business, financial position, results of operations and cash flows and the trading price of our securities could decline and you could lose all or part of your investment.

 

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USE OF PROCEEDS

All of the shares of Common Stock covered by this prospectus are being sold by the selling stockholders. See “Selling Stockholders.” We will not receive any proceeds from these sales of our Common Stock.

DETERMINATION OF OFFERING PRICE

The selling stockholders will determine at what price they may sell the shares of Common Stock offered by this prospectus, and such sales may be made at fixed prices, prevailing market prices at the time of the sale, varying prices determined at the time of sale, or negotiated prices.

 

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SELLING STOCKHOLDERS

This prospectus covers the offering for resale of up to an aggregate of 12,291,246 shares of Common Stock that may be offered and sold from time to time under this prospectus by the selling stockholders identified below, subject to any appropriate adjustment as a result of any stock dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such shares of Common Stock shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise.

The selling stockholders acquired the shares of Common Stock offered hereby in connection with the closing of the Merger as consideration for shares of Legacy Amplify common stock held by such selling stockholders prior to the closing of the Merger on August 6, 2019. On August 6, 2019, we entered into the Amended and Restated Registration Rights Agreement with the selling stockholders pursuant to which we were obligated to prepare and file a registration statement to permit the resale of certain shares of Common Stock held by the selling stockholders from time to time as permitted by Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

We have prepared the table, the paragraph immediately following this paragraph, and the related notes based on information supplied to us by the selling stockholders and such information is as of August 6, 2019. We have not sought to verify such information. We believe, based on information supplied by the selling stockholders, that except as may otherwise be indicated in the footnotes to the table below, the selling stockholders have sole voting and dispositive power with respect to the shares of Common Stock reported as beneficially owned by them. Because the selling stockholders identified in the table may sell some or all of the shares of Common Stock owned by them which are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of Common Stock, no estimate can be given as to the number of the shares of Common Stock available for resale hereby that will be held by the selling stockholders upon termination of this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of Common Stock they hold in transactions exempt from the registration requirements of the Securities Act after the date on which the selling stockholders provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the selling stockholders will sell all of the shares of Common Stock beneficially owned by them that are covered by this prospectus. The selling stockholders are not obligated to sell any of the shares of Common Stock offered by this prospectus. The percent of beneficial ownership for the selling security holders is based on 39,978,099 shares of Common Stock outstanding as of September 30, 2019.

 

     Shares of Common Stock
Beneficially Owned
Prior to the Offering(1) 		    Shares of
Common
Stock
Offered
Hereby 		    Shares of Common
Stock Beneficially
Owned After
Completion of the
Offering(2) 		 
     Number      Percentage     Number      Percentage  

Selling stockholders:

            

Fir Tree Capital Management LP(3)

     10,912,114        27.30 %      6,226,716 (4)      —          —   % 

Brigade Capital Management, LP(5)

     4,546,711        11.37 %      4,546,711       —          —   % 

Axys Capital Income Fund, LLC(6)

     1,517,819        3.80 %      1,517,819       —          —   % 

 

(1)

The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

 

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(2)

Assumes the selling stockholders do not acquire beneficial ownership of any additional shares of our Common Stock.

(3)

The address of this beneficial owner is 55 West 46th Street, New York, NY 10036. Consists of (i) 4,511,814 shares of common stock held directly by Fir Tree E&P Holdings III, LLC (ii) 223,689 shares of common stock held directly by FT SOF IV Holdings, LLC, (iii) 93,339 shares of common stock held directly by FT SOF V Holdings, LLC, (iv) 239,557 shares owned by Fir Tree Capital Opportunity Master Fund III, LP, (vii) 3,185,833 shares owned by Fir Tree E&P Holdings VII, LLC and (viii) 2,657,882 shares owned by Fir Tree E&P Holdings VIII, LLC (collectively, the “Fir Tree funds”). Fir Tree Capital Management LP (“FTCM”) (f/k/a Fir Tree Inc.) is the investment manager for the Fir Tree funds. Jeffrey Tannenbaum, David Sultan and Clinton Biondo control FTCM. Each of FTCM, Messrs. Tannenbaum, Sultan and Biondo has voting and investment power with respect to the shares of common stock owned by the Fir Tree funds and may be deemed to be the beneficial owner of such shares. Evan S. Lederman and David H. Proman are directors of the Company and managing directors of FTCM. Messrs. Lederman and Proman do not have voting and investment power with respect to the shares of common stock owned by the Fir Tree funds in their capacities as managing directors of FTCM.

(4)

Represents shares of Legacy Amplify common stock owned by the Fir Tree funds that were converted into shares of Common Stock in connection with the Merger. Shares of Common Stock owned by the Fir Tree funds prior to the Effective Time of the Merger were previously registered under Post-Effective Amendment No. 2 to Form S-1 on Form S-3 filed with the SEC on April 12, 2018 (File No. 333-215602).

(5)

The address of this beneficial owner is 399 Park Ave, Suite 1600, New York, NY 10022. Consists of (i) 13,082 shares owned by Future Directions Credit Opportunities Fund, (ii) 387,484 shares owned by Brigade Credit Fund II Ltd., (iii) 13,033 shares owned by Big River Group Fund SPC LLC, (iv) 112,613 shares owned by Brigade Cavalry Fund Ltd, (v) 110,891 shares owned by Blue Falcon Limited, (vi) 40,473 shares owned by Delta Master Trust, (vii) 299,101 shares owned by Brigade Distressed Value Master Fund Ltd., (viii) 636,672 shares owned by Brigade Energy Opportunities Fund II LP, (ix) 1,428,867 shares owned by Brigade Energy Opportunities Fund LP, (x) 42,824 shares owned by FedEx Corporation Employees’ Pension Trust, (xi) 16,781 shares owned by Brigade Opportunistic Credit Fund—ICIP, Ltd., (xii) 20,211 shares owned by Illinois State Board of Investment, (xiii) 14,677 shares owned by FCA Canada Inc. Elected Master Trust, (xiv) 15,848 shares owned by FCA US LLC Master Retirement Trust, (xv) 32,867 shares owned by JPMorgan Chase Retirement Plan Brigade Bank Loan, (xvi) 22,922 shares owned by JPMorgan Chase Retirement Plan Brigade, (xvii) 151,968 shares owned by Brigade Opportunistic Credit LBG Fund Ltd., (xviii) 93,209 shares owned by Los Angeles County Employees Retirement Association, (xix) 615,632 shares owned by Brigade Leveraged Capital Structures Fund Ltd., (xx) 25,699 shares owned by SC Credit Opportunities Mandate LLC, (xxi) 21,491 shares owned by U.S. High Yield Bond Fund, (xxii) 43,157 shares owned by SEI Global Master Fund Plc the SEI High Yield Fixed Income Fund, (xxiii) 119,341 shares owned by SEI Institutional Investments Trust-High Yield Bond Fund, (xxiv) 81,558 shares owned by SEI Institutional Managed Trust-High Yield Bond Fund, (xxv) 18,496 shares owned by GIC Private Limited, (xxvi) 49,545 shares owned by The Coca-Cola Company Master Retirement Trust, (xxvii) 41,650 shares owned by St. James’ Place Diversified Bond Unit Trust and (xxviii) 76,619 shares owned by Panther BCM LLC (collectively, the “Brigade funds”). Brigade Capital Management, LP has voting and investment power with respect to the shares of common stock owned by the foregoing entities and may be deemed to be the beneficial owner of the shares of common stock owned by the Brigade funds and accounts. Scott L. Hoffman is a director of the Company and senior analyst at Brigade Capital Management, LP. Mr. Hoffman disclaims beneficial ownership of the shares of common stock owned by Brigade Capital Management, LP.

(6)

Trust Asset Management LLC has voting and investment power with respect to the common stock owned by Axys Capital Income Fund, LLC and may be deemed to be the beneficial owner of the shares of common stock owned by Axys Capital Income Fund, LLC.

 

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PLAN OF DISTRIBUTION

As of the date of this prospectus, we have not been advised by the selling stockholders as to any plan of distribution. Distributions of the shares of Common Stock by the selling stockholders, or by their partners, pledgees, donees (including charitable organizations), transferees or other successors in interest, may from time to time be offered for sale either directly by such individual, or through underwriters, dealers or agents or on any exchange on which Common Stock may from time to time be traded, in the over-the-counter market, or in independently negotiated transactions or otherwise. The methods by which the shares of Common Stock may be sold include:

 

  •  

privately negotiated transactions;

 

  •  

underwritten transactions;

 

  •  

exchange distributions and/or secondary distributions;

 

  •  

sales in the over-the-counter market;

 

  •  

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

 

  •  

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

 

  •  

a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

  •  

purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

 

  •  

short sales;

 

  •  

through the writing of options on the shares, whether or not the options are listed on an options exchange;

 

  •  

through the distributions of the shares by any selling stockholder to its partners, members or stockholders;

 

  •  

a combination of any such methods of sale; and

 

  •  

any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares of Common Stock under Rule 144 under the Securities Act, in each case if available, rather than under this prospectus.

Such transactions may be effected by the selling stockholders at market prices prevailing at the time of sale or at negotiated prices. The selling stockholders may effect such transactions by selling the securities to underwriters or to or through broker-dealers, and such underwriters or broker-dealers may receive compensation in the form of discounts or commissions from the selling stockholders and may receive commissions from the purchasers of the securities for whom they may act as agent. The selling stockholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the shares of Common Stock against certain liabilities, including liabilities arising under the Securities Act. We have agreed to register the shares of Common Stock for sale under the Securities Act and to indemnify the selling stockholders and each person who participates as an underwriter in the offering of the shares of Common Stock against certain civil liabilities, including certain liabilities under the Securities Act.

In connection with sales of the securities under this prospectus, the selling stockholders may enter into hedging transactions with broker-dealers, who may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders also may sell securities short and deliver them to close their short positions, or loan or pledge the securities to broker-dealers that in turn may sell them.

 

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The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424 or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

There can be no assurances that the selling stockholders will sell any or all of the securities offered under this prospectus.

 

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DESCRIPTION OF CAPITAL STOCK

Capital Stock

The total number of shares of all classes of stock which the Company shall have authority to issue is 300,000,000 shares, consisting of 250,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

As of September 30, 2019, we had 39,978,099 shares of Common Stock and no shares of Preferred Stock outstanding. Summarized below are material provisions of our Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and second amended and restated bylaws (the “Bylaws”), as well as relevant sections of the Delaware General Corporation Law (the “DGCL”). The following summary is qualified in its entirety by the provisions of our Certificate of Incorporation and Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, and by the applicable provisions of the DGCL.

Common Stock

Except as provided by law or in a preferred stock designation, holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, will have the exclusive right to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the Delaware General Corporation Law (the “DGCL”). Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of common stock are entitled to receive ratably in proportion to the shares of common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock that will be issued under this prospectus will be fully paid and non-assessable. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our assets in proportion to the shares of common stock held by them that are remaining after payment or provision for payment of all of our debts and obligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.

Preferred Stock

Our Certificate of Incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of 50,000,000 shares of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

 

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Anti-Takeover Effects of Provisions of our Second Amended and Restated Certificate of Incorporation, our Second Amended and Restated Bylaws and Delaware Law

Some provisions of Delaware law, and our Certificate of Incorporation and our Bylaws described below contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

Delaware Law

We are not subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s outstanding voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

 

  •  

the transaction is approved by the board of directors before the date the interested stockholder attained that status;

 

  •  

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

 

  •  

on or after such time, the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by the holders of at least a majority of the corporation’s outstanding voting shares. We elected to “opt out” of the provisions of Section 203.

Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws

Provisions of our Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, our Certificate of Incorporation and Bylaws:

 

  •  

permit our board of directors to issue up to 50,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;

 

  •  

provide that the authorized number of directors may be changed only by resolution of the board of directors;

 

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  •  

provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by the affirmative vote of the holders of a majority of our then outstanding common stock);

 

  •  

provide that our amended and restated Bylaws may only be amended by the affirmative vote of the holders of a majority of our then outstanding common stock or by resolution adopted by a majority of the directors;

 

  •  

provide that special meetings of our stockholders may only be called by the board of directors, the chief executive officer or the chairman of the board or the board of directors;

 

  •  

eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the DGCL and indemnify our directors and officers to the fullest extent permitted by Section 145 of the DGCL;

 

  •  

provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;

 

  •  

not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose; and

 

  •  

provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or our Certificate of Incorporation or Bylaws or (4) any action asserting a claim against us governed by the internal affairs doctrine.

The choice of forum provisions summarized above are not intended to apply to claims for which federal law creates exclusive jurisdiction, including the Exchange Act. We further note that the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created under the Securities Act, so there is uncertainty as to whether a court would enforce the forum selection provision with respect to claims under the Securities Act, and in any event, our stockholders cannot waive compliance with federal securities laws and the rules and regulations thereunder. Stockholders may be subject to increased costs to bring these claims, and choice of forum provisions could have the effect of discouraging claims or limiting investors’ ability to bring claims in a judicial forum that they find favorable.

Directors’ Liability and Indemnification of Directors and Officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursements for expenses incurred arising under the Securities Act.

Our Certificate of Incorporation provides that a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except:

 

  •  

for any breach of the duty of loyalty to us or our stockholders;

 

  •  

for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law;

 

  •  

for liability under Section 174 of the DGCL (relating to unlawful dividends, stock repurchases or stock redemptions); or

 

  •  

for any transaction from which the director derived any improper personal benefit.

 

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The effect of this provision is to eliminate our rights, and our stockholders’ rights, to recover monetary damages against a director for breach of a fiduciary duty of care as a director. This provision does not limit or eliminate our rights or those of any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under federal securities laws. In addition, our Certificate of Incorporation provides that we indemnify each director and the officers, employees and agents determined by our board of directors to the fullest extent provided by the laws of the State of Delaware. Our Certificate of Incorporation also requires us to advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.

Any amendment to or repeal of these provisions will not adversely affect any right or protection of our directors in respect of any act or failure to act that occurred prior to any amendment to or repeal of such provisions or the adoption of an inconsistent provision. If the DGCL is amended to provide further limitation on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL. In addition, we have entered into separate indemnification agreements with each of our directors and executive officers. We also maintain director and officer liability insurance.

Other Rights

Under the terms of our Certificate of Incorporation and the Bylaws, we are prohibited from issuing any non-voting equity securities to the extent required under Section 1123(a)(6) of the Bankruptcy Code and only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is American Stock Transfer & Trust Company, LLC.

 

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LEGAL MATTERS

Certain legal matters in connection with our Common Stock offered hereby will be passed upon for us by Kirkland & Ellis LLP, Houston, Texas.

EXPERTS

The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting of Midstates Petroleum Company, Inc. (renamed Amplify Energy Corp. on August 6, 2019) incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Amplify Energy Corp. and its subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, equity, and cash flows for the year ended December 31, 2018, the period May 5, 2017 through December 31, 2017 (Successor), the period from January 1, 2017 through May 4, 2017 and the year ended December 31, 2016 (Predecessor) and the related notes (collectively, the consolidated financial statements), and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 have been incorporated by reference herein and in the registration statement in reliance on the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in auditing and accounting.

As discussed in note 2 to the consolidated financial statements, on April 14, 2017, the United States Bankruptcy Court for the Southern District of Texas entered an order confirming the plan for reorganization, which became effective on May 4, 2017. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with Accounting Standards Codification Topic 852, Reorganizations, for the Successor as a new entity with assets, liabilities and a capital structure having carrying amounts not comparable with prior periods (Predecessor) as described in note 1.

Certain estimates of our net oil and natural gas reserves and related information included or incorporated by reference in this prospectus have been derived from reports prepared by Cawley, Gillespie & Associates, Inc. and Ryder Scott Company, L.P. All such information has been so included or incorporated by reference on the authority of such firms as experts regarding the matters contained in their reports.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 (including the exhibits, schedules and amendments thereto) under the Securities Act, with respect to the shares of Common Stock offered for sale from time to time pursuant to this prospectus. This prospectus does not contain all of the information set forth in the registration statement because parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. Statements made in this prospectus regarding the contents of any contract or other document are summaries of the material terms of the contract or document. With respect to each contract or document filed as an exhibit to the registration statement, reference is made to the corresponding exhibit. For further information pertaining to us and the securities offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules thereto.

We will file annual, quarterly and current reports, proxy statements and other information with the SEC. We make these filings available on our website once they are filed with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information that is filed through the SEC’s EDGAR System. Our SEC filings are available on the SEC’s website at www.sec.gov. In addition, we will provide electronic or paper copies of our filings free of charge upon request.

 

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INFORMATION INCORPORATED BY REFERENCE

The rules of the SEC allow us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information included directly in this prospectus. You should not assume that the information in this prospectus is current as of any date other than the date on the cover page of this prospectus.

This prospectus incorporates by reference the documents listed below, and any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any portion of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act) until all offerings under this registration statement are completed or terminated:

 

  •  

our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 14, 2019 (File No. 001-35512);

 

  •  

Legacy Amplify’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 6, 2019 (File No. 001-35364);

 

  •  

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission on May  10, 2019 and August 5, 2019, respectively (File No. 001-35512);

 

  •  

Legacy Amplify’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission on May  9, 2019 and August 5, 2019, respectively (File No. 001-35364);

 

  •  

our Current Reports on Form 8-K filed with the SEC on February 5, 2019, March 13, 2019, May  6, 2019, August 2, 2019, August 6, 2019 and August 29, 2019 (File No. 001-35512);

 

  •  

Legacy Amplify’s Current Reports on Form 8-K filed with the SEC on March 25, 2019, May  6, 2019, May 16, 2019, July  17, 2019, July 26, 2019, and August 2, 2019 (file No. 001-35364); and

 

  •  

the description of our Common Stock set forth in the Registration Statement on Form 8-A (File No. 001-35512), filed with the SEC on May 3, 2017.

All filings made by us with the SEC pursuant to the Exchange Act after the date of this registration statement and prior to the effectiveness of this registration statement shall also be deemed incorporated by reference into this prospectus.

Any statement made in this prospectus or in any prospectus supplement or amendment or in a document incorporated by reference into this prospectus or in any prospectus supplement or amendment will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference in this prospectus modifies or supersedes that statement.

Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You can obtain any of the filings incorporated by reference into this prospectus through us or from the SEC through the SEC’s website at http://www.sec.gov. We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which have been or may be incorporated by reference into this prospectus.

 

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You should direct requests for those documents to:

Amplify Energy Corp.

500 Dallas Street, Suite 1700

Houston, Texas 77002

(713) 490-8900  LOGO

Our Annual Report on Form 10-K and other reports and documents incorporated by reference herein may also be found in the “Investor Relations” section of our website at http://www.amplifyenergy.com. Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus or any registration statement of which it forms a part.

 

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12,291,246 Shares

 

 

 

LOGO

 

Amplify Energy Corp.

 

COMMON STOCK

 

 

 

Prospectus

 

 

 

October 11, 2019

 

 

 

Midstates Petroleum (NYSE:MPO)
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