Amplify Energy Holdings LLC

Amplify Energy Holdings LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

business combination

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.

business combination

Amplify Energy Holdings LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Amplify Energy Holdings LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

bankruptcy or receivership

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.

listing compliance notice

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.

bankruptcy or receivership

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.

material agreement

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.

material agreement

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.

listing compliance notice

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.

material agreement

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.

asset acquisition disposition

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

material agreement

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.

debt financing

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.

debt financing

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.

material agreement

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

On June 13, 2014 the partnership signed a seventh amendment to its revolving credit agreement that raises the borrowing base to $1.44 billion once the pending $935 million Wyoming (Merit Energy) acquisition closes. This provides the borrowing room to fund that deal; the base had been $845 million after the Oct 2013 notes sale (the May press release cited $870 million).

debt financing

On May 5, 2014 the partnership announced a signed agreement (dated May 2) to buy oil and NGL properties in Wyoming (the Bairoil Complex CO2 floods) from Merit Energy for about $935 million, effective April 1, 2014, to be funded initially by revolver borrowings and expected to close in the third quarter (by July per the 8-K). This is far larger than the March Eagle Ford deal; the company raised 2014 adjusted EBITDA guidance to $355-$375 million (from $303-$311 million) and distributable cash flow guidance to $183-$203 million (from $158-$166 million), and added hedges on the new volumes. The raised guidance assumes the deal closes.

material agreement

On March 25, 2014 the partnership closed the purchase of South Texas (Eagle Ford, Karnes County) oil and gas properties from Alta Mesa Holdings for $173 million, subject to adjustments, funded by borrowing on its revolving credit facility. The properties are non-operated (Murphy Oil is primary operator), with estimated proved reserves of 7.4 MMBoe and current net production of about 1,650 Boe/d; the company also updated 2014 guidance (adjusted EBITDA $303-$311 million, distributable cash flow $158-$166 million) and reported $310.0 million drawn on the revolver and $700 million of 2021 notes outstanding.

material agreement

On Nov 19, 2013 sponsor Memorial Resource Development priced a public sale of its own 7,061,294 common units at $19.34 each, with Barclays as underwriter and closing expected Nov 22. The partnership receives none of the proceeds, so no new units are created; the units sold equal the common units Memorial Resource was reported to hold. Whether Memorial Resource keeps its subordinated units and GP control is not stated in this filing.

material agreement

On Oct 7, 2013 the partnership priced, and on Oct 10 closed, a private sale of an additional $300 million of its 7 5/8% senior notes due 2021, sold at 97.0% of par (yield to worst 8.163%) for net proceeds of about $285 million, which were used to repay revolver borrowings. The notes are issued under the same April 2013 indenture as the existing $400 million, and the revolver borrowing base was cut from $920 million to $845 million as a result. The partnership also agreed to register an exchange offer for these new notes within 189 days of issuance.

debt financing

On October 2, 2013 the partnership priced a public sale of 14,500,000 common units at $19.90 each ($19.12 net of underwriting discounts), with a 30-day option for 2,175,000 more. Net proceeds of about $277.6 million (about $319.2 million if the option is fully used) are to repay part of the revolver borrowings, which closely follow the acquisition funding. Existing unitholders face dilution from the added units (inference from the unit count).

material agreement

The partnership closed the Permian, East Texas and Rockies acquisitions announced in July 2013 for an adjusted price of about $603 million, funded with revolver borrowings. A Sixth Amendment to the credit agreement (Sept 26, 2013) raises the borrowing base to $920 million on closing and maximum credit amounts to $2 billion. Because the deals were between entities under common control, past financial statements were recast to include the acquired properties.

asset acquisition disposition

On July 15, 2013 the partnership signed agreements to buy oil and gas properties in the Permian Basin, East Texas and the Rockies from Memorial Resource subsidiaries and Natural Gas Partners affiliates for about $606 million, effective July 1, 2013 and expected to close in October 2013. It is a related-party deal approved by the independent conflicts committee, can be financed with revolver borrowings, and is the company's largest acquisition to date per the press release. The release raises 2013 EBITDA guidance to $202-206 million from $154-158 million and distributable cash flow guidance to $129-133 million from $92-96 million.

material agreement

The partnership sold another $100 million of the same 7 5/8% senior notes due 2021 (same indenture as the April $300 million, now $400 million in total) at 102% of par, for net proceeds of about $100.5 million, used to repay revolver borrowings. The revolver borrowing base was reduced from $505 million to $480 million as a result.

debt financing

The partnership sold $300 million of 7 5/8% senior unsecured notes due May 1, 2021 in a private placement, netting about $289.6 million, all used to repay revolver borrowings. As a result the revolver borrowing base fell from $580 million to $505 million. This adds the partnership's first bond-style debt alongside the bank facility, with interest due each May 1 and November 1 from November 1, 2013; the notes rank behind the secured revolver.

debt financing

The partnership closed its purchase of WHT Energy Partners LLC (East Texas and North Louisiana properties) from Memorial Resource affiliates for an adjusted price of about $200 million, subject to post-closing adjustments, effective January 1, 2013. It was paid for with the March unit offering proceeds and revolver borrowings. This completes the related-party deal announced March 18, 2013; the filing says WHT financial statements and pro forma information will follow within 71 days.

asset acquisition disposition

The partnership sold 8,500,000 new common units at $18.35 each (about $17.6343 net), and the underwriters exercised in full their option for another 1,275,000 units on March 20, 2013. Net proceeds are about $172.6 million, expected to close March 25, 2013. The press release says the money will fund part of the pending WHT acquisition (or otherwise pay down revolver borrowings or be used for general purposes if that deal does not close). Separately, a Fifth Amendment to the credit facility (March 19, 2013) raises the borrowing base to $580 million once the WHT acquisition closes, extends maturity to March 19, 2018, and allows certain second lien debt. This is the financing for the WHT thread and resolves the March 2013 borrowing base question; existing holders face dilution from the new units (inference from the added unit count).

debt financing

On March 18, 2013 the partnership agreed to buy WHT Energy Partners LLC, which owns oil and gas properties in East Texas and North Louisiana, from Memorial Resource subsidiaries for $200 million, expected to close by the end of March 2013 and to be financed with credit facility borrowings and other external financing. Because the seller is the sponsor, the independent conflicts committee approved it. The press release also says the first-quarter 2013 distribution is planned to rise to $0.5125 per unit ($2.05 annualized, up from $2.03) if it closes. The filing also gives a 2013 capital budget of $77-87 million and says production from the Beta properties (acquired December 2012) averaged 1,538 net barrels a day over the six weeks since the Eureka platform returned from a 26-day January shutdown.

material agreement

On December 12, 2012 the partnership closed the $271 million Rise Energy Operating (offshore Southern California) acquisition announced on November 19. It paid for it with a public offering of 10,500,000 common units at $17.00 each (net proceeds about $172 million) plus borrowing on its revolving credit facility. This resolves the pending Rise deal and the registration filed November 20. It also means more units outstanding: Memorial Resource's stake is stated as 37.8% of limited partner interests after the offering, down from 56%. The underwriters have a 30-day option for 1,575,000 more units, and the filing does not say whether it was used.

asset acquisition disposition

On November 19, 2012 the partnership agreed to buy Rise Energy Operating, LLC, which owns operating interests in oil and gas properties offshore Southern California (the Beta properties), for $271 million, expected to close in December 2012. Rise is mainly owned by two Natural Gas Partners funds that also help control the sponsor Memorial Resource, so it is a related-party deal approved by the independent conflicts committee. The press release says it is the company's largest acquisition to date, that the fourth-quarter distribution is planned to rise to $0.5075 per unit ($2.03 annualized, up from $1.98) if it closes, and that the borrowing base is to go to $460 million from $380 million.

material agreement

The Goodrich Petroleum East Texas acquisition announced on September 18 closed on September 28, 2012 at an adjusted price of $93.2 million, funded by borrowing on the credit facility. The accompanying press release also says the third-quarter 2012 distribution is $0.495 per unit ($1.98 annualized, up from $1.92), payable November 12, 2012, and gives updated 2012 guidance and new hedges.

asset acquisition disposition

On September 18, 2012 the partnership agreed to buy East Texas oil and gas properties (South Henderson field, Rusk County) from Goodrich Petroleum for $95.0 million cash, to be funded from its revolving credit facility. A second amendment to the credit agreement raises the borrowing base from $300 million to $380 million on closing and allows certain second-lien debt; the company says it is its fourth deal since the IPO.

debt financing

On December 14, 2011 the partnership closed its IPO of 9,000,000 common units at $19.00 and signed its founding agreements with Memorial Resource Development LLC: an Omnibus Agreement (it reimburses Memorial Resource for administrative costs, and Memorial Resource gives limited indemnities, e.g. $5,000,000 caps on environmental and undisclosed liabilities), a Tax Sharing Agreement, and a five-year $1.0 billion secured revolving credit facility with a $300 million initial borrowing base led by Wells Fargo. The filing text provided is truncated, so details of the contribution agreements and incentive plan are not covered here.

asset acquisition disposition

The filer, which appears under the name Memorial Production Partners LP (MEMP) in this filing, priced its initial public offering of 9,000,000 common units at $19.00 each, with a 30-day option for 1,350,000 more units. It expects about $150 million in net proceeds, to be used to buy properties from Memorial Resource Development LLC (the insider that filed as a 10%+ owner days earlier) and to pay offering and formation costs; this continues the registration and listing steps already filed.

material agreement

Nasdaq certified Amplify Energy Holdings LLC's securities for listing, clearing them to begin trading.

listing compliance notice