Each one in plain English, with the numbers worked through for a shareholder.
6 May 2019business combination▲ GoodMajor
Midstates agreed to a stock-for-stock merger of equals with privately held Amplify Energy Corp., under which Amplify shareholders would get 0.933 Midstates shares each and end up owning half of the combined company.
Midstates filed the required Rule 425 investor communication announcing its just-signed merger of equals with privately held Amplify Energy Corp., repeating the deal's terms with no new information.
Midstates amended its exit credit facility to allow dividends and share buybacks for the first time since its 2016 bankruptcy, subject to minimum liquidity and leverage tests, signaling its post-bankruptcy financial recovery.
Midstates agreed to sell substantially all of its Anadarko Basin wells and leases in Texas and Oklahoma for $58.0 million to a buyer the filing does not name, effective 1 January 2018 and expected to close by 30 May.
After emerging from bankruptcy, Midstates reaffirmed its new exit-facility borrowing base at $170 million and carved its Anadarko Basin properties out of the loan collateral to allow a future sale.
The bankruptcy court confirmed Midstates' Chapter 11 reorganization plan, which would cancel existing stock and debt and issue new common stock and warrants to creditors once the plan took effect.
Midstates and its creditors further amended the bankruptcy Plan Support Agreement, revising second-lien noteholders' distributions and extending the plan-confirmation deadline as the case neared resolution.
Midstates and its creditors amended their bankruptcy Plan Support Agreement to push back key case deadlines, extending the timeline toward confirming the reorganization plan.
Midstates and its operating subsidiary filed for Chapter 11 bankruptcy, having lined up a Plan Support Agreement with about 80% of first-lien lenders and 74-77% of second- and third-lien noteholders to back a pre-negotiated restructuring.
Amid its deepening financial crisis, Midstates dismissed Deloitte & Touche as its auditor; Deloitte's prior reports had flagged substantial doubt about the company's ability to continue as a going concern.
With cash reserves thin, Midstates drew the last $249 million available under its credit facility just as the NYSE moved to delist its shares after market capitalization fell below $15 million; trading was suspended.
Midstates' credit facility was reaffirmed at a sharply reduced $252 million borrowing base, with lenders pre-clearing a further cut if a pending asset sale closed.
The companion registration for the other tranche of the same 2015 debt exchange: $524.1 million of 12% third-lien notes due 2020, the most deeply subordinated and highest-coupon layer of the restructured debt, swapped for registered notes on identical terms. It repeats the same going-concern warning as the second-lien prospectus filed the same day.
Midstates registered a like-for-like swap of the $625 million of 10% second-lien notes due 2020 it had issued in May and June 2015 into identical SEC-registered notes - the housekeeping step owed to holders after that distressed debt exchange, not new money. The prospectus carried an explicit warning that if the company could not repay or refinance its debt it might be unable to continue as a going concern.
Midstates fell further out of NYSE compliance on minimum market capitalization and stockholders' equity, triggering formal delisting procedures unless it submitted an acceptable recovery plan.
Midstates issued $20 million more in 12% third-lien notes in exchange for existing unsecured notes, on top of the $504 million of third-lien notes already issued alongside its new second-lien notes, deepening its debt restructuring.
Amid the 2015 oil price downturn, the NYSE warned Midstates that its stock had traded below the $1.00 minimum price for 30 days, starting a six-month cure period.
As oil prices fell in early 2015, Midstates amended its credit facility ahead of a separate planned Louisiana asset sale, holding its borrowing base at $525 million but loosening a leverage covenant.
9 Dec 2014material agreement termination▼ BadMajor
Baseline Energy Resources terminated its agreement to buy Midstates' DeQuincy assets, alleging breach; Midstates disputed the claim, kept the cash-generating assets, and said it would retain Baseline's $5 million deposit.
Midstates agreed to sell its DeQuincy-area (Beauregard/Calcasieu Parish, Louisiana) acreage to Baseline Energy Resources for up to $90 million, mostly cash plus a capped royalty.
6 May 2014asset acquisition disposition▲ GoodMajor
Midstates completed the Pine Prairie sale to Tana Exploration for about $150 million net proceeds and reported record first-quarter 2014 production and EBITDA, driven by its Mississippian Lime assets.