6 Aug 2019listing compliance notice▼ BadMajor
Amplify Energy Holdings LLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
26 July 2019business combination● Neutral
Five purported class action lawsuits by Amplify stockholders challenge the Midstates merger, alleging the joint proxy omitted or misstated material information and seeking to block the deal, plus unspecified damages. Amplify denies wrongdoing and says no extra disclosure is required, but added supplemental disclosures to avoid delay, including revised forecasts (e.g. 2019E unhedged EBITDA of $121M for Amplify) and advisor analyses, including an Amplify standalone value range of $6.39 to $9.28 per share. The Aug 2, 2019 vote is unchanged.
17 July 2019material agreement● Neutral
On July 16, 2019 Amplify's operating subsidiary signed a second amendment to its Nov 2, 2018 Bank of Montreal credit agreement, tied to the Midstates merger. If the merger and the related contribution of Midstates' subsidiary equity to Amplify's borrower are not completed by Aug 31, 2019, the lenders may redetermine the borrowing base on or after Sept 1, 2019. Other material terms were unchanged.
28 June 2019business combination● NeutralMajor
Amplify sent stockholders the definitive joint proxy for the Midstates merger, with votes at both companies on Aug 2, 2019. Holders of about 58.3% of Amplify shares have signed agreements to vote in favour, so the filing says approval is assured unless Amplify's board changes its recommendation. The fixed 0.933 exchange ratio was worth about $11.96 per Amplify share at the May 3, 2019 Midstates close but about $5.28 at the June 25, 2019 close.
6 May 2019business combination● NeutralMajor
On May 5, 2019 Amplify agreed to merge with Midstates Petroleum Company, Inc., with each Amplify share converting into 0.933 Midstates shares; after closing, current Amplify and Midstates stockholders would each own 50% of the combined company. The combined company would be renamed Amplify Energy Corp., be based in Houston and trade on the NYSE as AMPY (Amplify's shares were then on OTCQX). It needs approval from both companies' stockholders, an S-4 registration, antitrust clearance and NYSE listing, with an outside date of Nov 5, 2019 and a $4.5M termination fee in certain cases. The board of the combined company would have eight members, with Kenneth Mariani as CEO.
28 Dec 2018debt financing● Neutral
On Dec 21, 2018 Amplify's operating subsidiary and Amplify Acquisitionco agreed with lenders under the Nov 2, 2018 Bank of Montreal credit agreement to move the minimum hedging compliance date from Dec 31, 2018 to Feb 28, 2019. Subject to conditions, they also waived the requirement to deliver deposit account control agreements within 60 days of closing. All other material terms were unchanged. The filing does not say why the change was needed.
6 Dec 2017debt financing● Neutral
On Nov 30, 2017 Amplify Energy Corp. (the reorganized successor) amended its May 4, 2017 credit agreement with Wells Fargo as agent. The borrowing base fell from $475M to $450M, with $2.5M monthly reductions until the next redetermination around April 1, 2018. The cash-sweep requirement above $35M was removed and the hedging requirement rose from 50% to 75% of projected proved developed producing production, with the deadline moved to April 30, 2018. The press release says total revolver debt was $388M and liquidity $77M as of Dec 5, 2017.
15 May 2017listing compliance notice▼ BadMajor
Amplify Energy Holdings LLC terminated the registration of a class of securities, ending its reporting obligation for them.
4 May 2017listing compliance notice● NeutralMajor
Amplify Energy Holdings LLC's exchange filed to remove a class of its securities from listing.
18 Apr 2017bankruptcy or receivership▼ BadMajor
On April 14, 2017 the bankruptcy court confirmed the Second Amended Joint Plan. The 2021 and 2022 notes are cancelled for 98% of new shares plus an approx. $24.6M cash distribution that the requisite noteholders elected on March 25, 2017. All existing partnership interests are cancelled, and limited partners get a pro rata share of 2% of new shares, warrants for 8% of shares, and $1,250,000 in cash in total. This settles the earlier proposed unitholder terms; the plan is not yet effective, since the company gives no assurance on timing.
23 Jan 2017listing compliance notice▼ BadMajor
On Jan 17, 2017 NASDAQ told the partnership its common units will be delisted because of the Chapter 11 filing; trading would be suspended at the open on Jan 26, 2017 unless the partnership appeals. The partnership says it currently intends to request an appeal. This adds to the earlier Dec 2016 below-$1.00 bid notice.
17 Jan 2017bankruptcy or receivership▼ BadMajor
On Jan 16, 2017 the partnership and certain subsidiaries filed voluntary Chapter 11 petitions in the Southern District of Texas, as the Dec 2016 and Jan 2017 plan support agreements anticipated. The filing accelerated the revolving credit facility and both note indentures, though enforcement is automatically stayed. Operations are expected to continue without interruption, the court has not yet approved the disclosure statement, and the filing warns unit prices may bear little or no relation to eventual recovery.
17 Jan 2017material agreement▼ BadMajor
On Jan 13, 2017 the partnership signed a second Plan Support Agreement, with lenders holding 100% of the revolver loans, on terms similar to the noteholder deal; about 67% of the notes are now party to the noteholder agreement. Revolver lenders would receive accrued interest in cash and a share of a new exit credit facility, and the partnership agreed not to file Chapter 11 until it terminates certain swaps and uses the proceeds to repay revolver loans. The revolver waiver was extended only to Jan 16, 2017, and Chapter 11 is still expected to begin by then. This continues the Dec 22 restructuring plan and does not change the unitholder terms disclosed there.
23 Dec 2016material agreement▼ BadMajor
On Dec 22, 2016 the partnership signed a Plan Support Agreement with holders of over 50.2% of its 2021 and 2022 notes for a Chapter 11 restructuring, expected to start by Jan 16, 2017. The notes would be cancelled and noteholders would get 98% of the new shares; existing unitholders would share 2% of the new shares plus five-year warrants for 8% of the shares (both subject to dilution), and a new corporation would succeed the partnership. This resolves the open question on unitholder treatment in the proposed plan, which still needs court approval and has not been confirmed. The filing also warns that trading prices may bear little or no relation to eventual recovery.
19 Dec 2016listing compliance notice▼ BadMajor
Revolver lenders extended the waiver to Jan 13, 2017 (from Dec 16), and the partnership agreed to liquidate at least $200 million of commodity derivatives and use the net cash to repay revolver borrowings, with a matching cut in lender commitments. Noteholders likewise extended their forbearance to Jan 13, 2017. Separately, NASDAQ notified the partnership on Dec 13, 2016 that the units closed below $1.00 for 30 consecutive business days; it has until June 12, 2017 to regain compliance (10 straight business days at $1.00 or more), and trading is unaffected for now.
8 Dec 2016material agreement● Neutral
On Dec 7, 2016 the partnership and the holders of 51.7% of its 2021 notes and 69% of its 2022 notes agreed to extend their promise not to enforce remedies for the missed ~$24.6 million Nov 1 interest payment, from Dec 7 to Dec 16, 2016. Talks with lenders and a noteholder steering committee on strategic alternatives continue, and the filing gives no outcome for unitholders; this continues the Dec 1 forbearance thread.
1 Dec 2016material agreement▼ BadMajor
The partnership skipped the roughly $24.6 million interest payment due Nov 1, 2016 on its 7.625% 2021 notes, which has now run past the 30-day grace period and is an event of default. On Nov 30 holders of 51.7% of the 2021 notes and 69% of the 2022 notes agreed not to enforce remedies until Dec 7, 2016, and revolver lenders extended their waiver from Nov 30 to Dec 16. The company says it is in talks with lenders and a noteholder steering committee on strategic alternatives to strengthen its balance sheet (advisers: Perella Weinberg and Weil Gotshal). This escalates the debt pressure and the filing gives no outcome for unitholders yet. It also sits oddly with the earlier May 2016 plan to fund the general partner purchase on the revolver, and the filing does not say whether that deal closed.
18 July 2016asset acquisition disposition● NeutralMajor
On July 14, 2016 the partnership sold certain Colorado and Wyoming assets to Urban Fund II, LP and Urban Oil and Gas Partners B-1, LP for about $18.1 million in cash, subject to post-closing adjustments. This follows the June 2016 Permian sale for about $37.4 million. The pro forma statements treat the proceeds as repaying debt, and together the two sales would cut long-term debt at March 31, 2016 from about $1,958 million to about $1,902 million.
20 June 2016asset acquisition disposition● NeutralMajor
On June 14, 2016 the partnership sold certain Permian Basin assets to Boaz Energy II, LLC for about $37.4 million in cash, subject to post-closing adjustments. The pro forma statements in the filing treat the proceeds as repaying long-term debt, reducing it from about $1,958 million to $1,921 million. Separately, the board granted phantom units (economic equivalents of common units) to six executives, led by 1,005,587 to CEO John Weinzierl and 670,391 to William Scarff, vesting in thirds over 2017-2019 and normally paid in cash.
25 May 2016material agreement▼ BadMajor
On May 25, 2016 the partnership signed an equity distribution agreement with UBS Securities and FBR Capital Markets letting it sell common units from time to time, up to $60 million in total, at market prices on Nasdaq. Any sales would issue new units and so dilute existing holders. The filing does not say how many units will be sold or what the proceeds will be used for, only that proceeds could go toward the revolver. It also adds a risk factor warning unitholders may owe tax on income, including cancelled-debt income, without receiving cash.
2 May 2016material agreement▲ GoodMajor
On April 27, 2016 the partnership agreed to buy Memorial Production Partners GP LLC, its general partner, from Memorial Resources Development Corp. for $750,000, and to buy the other 50% of the incentive distribution rights from NGP MEMP IDR Holdco LLC. On closing the incentive distribution rights are cancelled, the general partner interest becomes non-economic, and unitholders elect the general partner's board starting with a 2017 annual meeting. Closing is expected by end of Q2 2016 (either side can terminate if not closed by July 31, 2016); the press release says it is funded on the revolver and the omnibus agreement with Memorial Resource ends, resolving the long-running dependence on Memorial Resource.
5 Nov 2015material agreement● NeutralMajor
On Nov 3, 2015 the partnership completed the purchase of additional interests in the Beta offshore Southern California properties from SP Beta Holdings, LLC and affiliates for about $100.8 million, funded initially with revolver borrowings. This adds to its existing Beta stake (51.75% as previously recorded); the filing does not state the resulting percentage and the added revolver debt is not quantified beyond the purchase price.
21 Apr 2015business combination● Neutral
On April 21, 2015 the partnership and its finance subsidiary filed a registration statement to swap up to $500 million of its 6.875% senior notes due 2022, issued July 17, 2014, for identical notes registered with the SEC. The new notes have the same terms but are freely tradable and carry no extra-interest provision. This is the exchange offer promised within 365 days of the July 2014 issuance; the offer is not yet effective and no expiry date is set.
13 Apr 2015material agreement● Neutral
On April 9, 2015 MRD Holdco LLC (the Memorial Resource affiliate) priced a sale of 4,661,663 of its own common units at $16.60 each, with a 30-day option for 699,249 more, expected to close April 14. The partnership receives no proceeds; this is a sale by an existing holder, not new units, and continues the thread about Memorial Resource's remaining holdings. The price is below the $22.25 and $22.29 paid in the 2014 offerings.
18 Dec 2014debt financing▲ GoodMajor
On Dec 17, 2014 the partnership signed a ninth amendment to its revolving credit agreement allowing it to buy back up to $150.0 million of its own common units and senior notes. On Dec 18 its general partner's board authorized a repurchase program of up to $150.0 million of common units; the partnership is not obliged to buy any amount and can stop at any time. This follows the 2014 unit issuances that diluted holders; here the company says it may buy units back instead, and the CEO says it is confident of maintaining distributions.
14 Oct 2014debt financing▲ GoodMajor
On Oct 10, 2014 the partnership signed an eighth amendment to its revolving credit agreement that raises the borrowing base to $1.44 billion and lets it request up to two extra borrowing base reviews per fiscal year after any material acquisition. This follows the July cut to $1.315 billion after the notes sale. The filing also supplies financial statements for the Wyoming (Merit Energy) properties: for the six months to June 30, 2014, unaudited revenues were $91.2 million and revenues less direct operating costs were $54.6 million (versus $51.6 million a year earlier), plus pro forma statements reflecting the acquisition at an adjusted ~$915.1 million. The company's address also changed to 500 Dallas Street, Houston.
9 Sept 2014material agreement● NeutralMajor
On Sept 4, 2014 the partnership priced a second public sale of units in the summer, 13,000,000 common units at $22.29, and the underwriters took up the extra 1,950,000 units in full on Sept 5. It closed Sept 9 with net proceeds of about $321.9 million, all used to repay part of the revolver. This continues the pattern of paying down Wyoming-deal borrowings with new units, which further dilutes existing unitholders.
17 July 2014debt financing● NeutralMajor
On July 17, 2014 the partnership and its finance subsidiary closed the $500 million 6.875% senior notes due Aug 1, 2022, issued at 98.485% of par under a new indenture with U.S. Bank as trustee. These notes add to the existing 7.625% notes due 2021 and rank equally with them; the revolver's borrowing base was cut from $1.44 billion to $1.315 billion as a result of the sale. The registration rights agreement requires an exchange offer for registered notes within 365 days of issuance, with extra interest of up to 1.0% if missed.
15 July 2014material agreement● NeutralMajor
The partnership sold 8,600,000 new common units at $22.25 each (closed July 15, 2014), plus 1,290,000 option units the underwriters took up in full on July 11. Net proceeds were about $220.3 million and went to repay part of the revolver borrowed for the Wyoming deal, so existing unitholders are diluted by the new units. It also agreed on July 14 to sell $500 million of 6.875% senior notes due 2022 at 98.485% of par (about $484.9 million net), with proceeds meant to repay more revolver debt and for general partnership purposes; closing was expected around July 17.
1 July 2014asset acquisition disposition▲ GoodMajor
On July 1, 2014 the partnership closed the Wyoming Bairoil Properties acquisition from Merit Energy for an adjusted price of about $915.1 million (versus about $935 million announced in May), subject to post-closing adjustments, funded with revolver borrowings. This completes the deal announced May 5. The filing also adds risk-factor disclosure, including dependence on a continued CO2 supply for the Bairoil fields and regulation of its offshore Beta properties.