Item 7.01.
|
Regulation FD Disclosure.
|
As previously disclosed, on January 16, 2017, Memorial Production Partners LP (MEMP) and certain of its subsidiaries (collectively with MEMP,
the Debtors) filed voluntary petitions (the cases commenced thereby, the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas,
Houston Division (the Court). On April 14, 2017, the Court entered an order approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors, dated April 13, 2017 (as
amended and supplemented, the Plan). On May 4, 2017, the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the Chapter 11 Cases and the Plan, MEMP and certain
Consenting Noteholders (as defined in the Plan) effectuated certain restructuring transactions, pursuant to which Amplify Energy Corp., a Delaware corporation (Legacy Amplify), acquired all of the assets of MEMP, and in accordance with
the Plan, MEMP was dissolved. As a result, Legacy Amplify became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended (the Exchange
Act).
On April 30, 2018, Debtors filed with the Court a motion for a final decree and entry of an order closing the Chapter 11 Cases with
respect to each of the Debtors, other than (i) San Pedro Bay Pipeline Company (SPBPL), Ch. 11 Case No. 17-30249, (ii) Rise Energy Beta, LLC (REB), Ch. 11 Case No. 17-30250, and (iii) Beta Operating Company, LLC (BOC), Ch. 11 Case No. 17-30253, (collectively, the Closing Debtors). On
May 30, 2018 (Final Decree Date), the Court entered into the final decree closing the Chapter 11 Cases of the Closing Debtors.
As
previously announced on August 6, 2019, Midstates Petroleum Company, Inc. (Midstates) completed its business combination (the Merger) with Legacy Amplify in accordance with the terms of that certain Agreement and Plan of
Merger (the Merger Agreement), dated as of May 5, 2019, by and among Midstates, Legacy Amplify and Midstates Holdings, Inc., a Delaware corporation and direct, wholly owned subsidiary of Midstates (Merger Sub). Pursuant
to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the Merger as a wholly owned subsidiary of Midstates, 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 the effective date of the Merger, Midstates changed its name
to Amplify Energy Corp. (the Company). For financial reporting purposes, the Merger represented a reverse merger and Legacy Amplify was deemed to be the accounting acquirer in the transaction. As a result, the
Company is deemed to be the successor reporting company to MEMP under the Exchange Act.
On November 6, 2019, the Debtors filed their quarterly
disbursements report, which included financial information as of September 30, 2019 and for the period covering July 1, 2019 through September 30, 2019 (the Quarterly Operating Report), with the Court. For periods after
the Final Decree Date, receipts and disbursement activity only reflect the transactions of SPBPL, REB, and BOC, respectively. The Quarterly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date
hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Cautionary Note Regarding the Quarterly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Quarterly Operating Report, which was
not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Quarterly Operating Report is limited in scope, covers limited time periods, and has been prepared solely for the
purpose of complying with the quarterly reporting requirements of the Court. The Quarterly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with U.S. generally accepted accounting principles, is
in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Companys securities, the Quarterly
Operating Report is complete. The Quarterly Operating Report also contains information for a period which is shorter and otherwise