The information in this prospectus is not complete and may be changed. WeThe securities described herein may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell thesesuch securities, and it is not soliciting an offer to buy thesesuch securities, in any state or jurisdiction where thesuch offer or sale is not permitted.
Subject to completion dated October 2, 2019
PROSPECTUS
12,291,246 Shares
Amplify Energy Corp.
12,291,246 SHARESOF COMMON STOCK
SUBJECT TO COMPLETION, DATED JUNE 20, 2013
PROSPECTUS
$500,000,000
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.
Debt Securities
Guarantees of Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
Debt Securities or Guarantees of Debt Securities, a Delaware corporation (“Midstates”), Midstates Holdings, Inc., a Delaware corporation and direct, wholly owned subsidiary of Midstates Petroleum(“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, Inc. by:
Midstates Petroleum Company LLC
From time to time we may offer and sellrounded up to $500,000,000 of:
·Debt securities, which may be senior or subordinated, and which may be guaranteed or co-issued by Midstates Petroleum Company LLC;
·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;stock held by such selling stockholders prior to the closing of the Merger.
·SharesPursuant to this prospectus, the selling stockholders are permitted to offer shares of preferred stock;
·Depositary shares; and
·Warrants.
We may offer and sell these securitiesour 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 amounts,the section of this prospectus entitled “Plan of Distribution” at prevailing market prices, at prices and on terms to be determined bydifferent than prevailing market conditions and other factorsprices or at the time of our offerings. Weprivately negotiated prices. The selling stockholders may offer and sell these securitiesshares 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 directlydealers and describe any applicable commissions or discounts in a supplement to onethis 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 more purchasers, including existing shareholders. Thisassume 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 providesare 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 with a general description of these securitiesinvest. You also should read the documents we have referred you to in the “Where You Can Find More Information” and the general manner in which we will offer the securities. Each time we sell securities, we will provide a“Information Incorporated by Reference” sections of this prospectus supplement that will contain specificfor information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.
us and our financial statements.
Our common stockCommon Stock is tradedlisted on the New York Stock Exchange (the “NYSE”) under the symbol “MPO.“AMPY.” On October 1, 2019, the closing price of our Common Stock on the NYSE was $6.14 per share.
Our principal executive offices are located at 4400 Post Oak Parkway, Suite 1900, Houston, Texas 77027, and
Investing in our telephone number at that address is (713) 595-9400.
You should read carefully this prospectus, the documents incorporated by reference inCommon Stock involves risks. See “Risk Factors” beginning on page 3 of this prospectus and any prospectus supplement before you invest. Seethe “Risk Factors” beginningsections in our and Legacy Amplify’s Annual Reports on page 9 of this prospectusForm10-K for information on certainthe year ended December 31, 2018 to read about risks related to the purchaseyou should consider before buying shares of our securities.Common Stock.
Neither the Securities and Exchange CommissionSEC 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 , 2019
The date of this prospectus is , 2013.
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You should rely only on the information contained in this prospectus, any prospectus supplementWe and the documents we have incorporated by reference. Weselling stockholders have not authorized anyone else 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 different information.you. We are not, offeringand the selling stockholders are not, making an offer to sell these securities in any statejurisdiction where the offer or sale is not permitted. We will disclose any material changes in our affairs in an amendment to this prospectus, a prospectus supplement or a future filing with the United States Securities and Exchange Commission (the “SEC”) incorporated by reference in this prospectus.
This prospectus is part of a registration statementYou should not assume that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $500,000,000. This prospectus generally describes Midstates Petroleum Company, Inc. and the debt securities, common stock, preferred stock, depositary shares and warrants that we may offer. Each time we sell securities with this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add or update in the prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you) any of 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 the documents that we haveany document incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Where You Can Find Additional Information,” before buying any of the securities being offered.
You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of theany date on the front of the document and that any information we have incorporated by reference is accurate only as ofother than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus any applicable prospectus supplement or any related free writing prospectus, orof any sale of a security.
the Common Stock. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”
ABOUT MIDSTATES PETROLEUM COMPANY, INC.
We are an independent exploration and production company focused on the application of modern drilling and completion techniques to oil-prone resources. Our operations consist of activities in the Mississippian Lime trend in northwestern Oklahoma and southern Kansas and in the Anadarko Basin in Texas and Oklahoma, which we refer to as our “Mid-Continent” operating area, and in the Upper Gulf Coast Tertiary trend onshore in Louisiana, which we refer to as our “Gulf Coast” operating area. On May 31, 2013, we closed on our acquisition of producing properties as well as undeveloped acreage in the Anadarko Basin in Texas and Oklahoma (the “Panther Acquisition”).
Our principal executive offices are located at 4400 Post Oak Parkway, Suite 1900, Houston, Texas 77027, and our telephone number at that address is (713) 595-9400. Our website address is http://www.midstatespetroleum.com. The information on our website is not part of this prospectus.
As used in this prospectus, “we,” “us,” “our” and “Midstates” mean Midstates Petroleum Company, Inc. and its subsidiary unless we state otherwise or the context otherwise requires, and “Midstates Sub” means Midstates Petroleum Company LLC.
Midstates Sub may unconditionally guarantee the debt securities. Midstates Sub may alternatively co-issue the debt securities registered herein. As of the date hereof, Midstates Sub is our only subsidiary, through which we conduct our business.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We “incorporate by reference” information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained expressly in this prospectus, and the information that we file later with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is current as of any date other than the date on the front page of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this prospectus or any supplement thereto is accurate as of any date other than the respective dates of those documents.
We incorporate by reference the documents listed below, any documents we may file pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of the filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information furnished and not filed with the SEC, from the date of this prospectus until we have sold all of the Securities to which this prospectus relates or each offering under this prospectus is otherwise terminated:
·our Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 21, 2013, including information specifically incorporated by reference into such Annual Report on Form 10-K from our Proxy Statement for our 2013 Annual Meeting of Shareholders filed on April 16, 2013;
·our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 filed on May 8, 2013;
·our Current Reports on Form 8-K filed on September 5, 2012 (as amended by our Current Report on Form 8-K/A filed on June 20, 2013), February 27, 2013, March 22, 2013, April 2, 2013, April 4, 2013, May 20, 2013, May 22, 2013, May 24, 2013 and June 3, 2013; and
·the description of our common units contained in our Form 8-A filed on April 17, 2012, including any amendment to that form that we may file in the future for the purpose of updating the description of our common stock.
Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.
You may request a copy of any document incorporated by reference in this prospectus, including the exhibits thereto, at no cost, by writing or telephoning us at the following address or telephone number:
Midstates Petroleum Company, Inc.
Attention: Investor Relations
4400 Post Oak Parkway, Suite 1900
Houston, Texas 77027
Phone: (713) 595-9400
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy documents filed by us with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at http://www.sec.gov.
Our common stock is listed and traded on The New York Stock Exchange (the “NYSE”). Our reports, proxy statements and other information filed with the SEC can also be inspected and copied at the NYSE, 20 Broad Street, New York, New York 10005.
We also make available free of charge on our website at http://www.midstatespetroleum.com all of the documents that we file with the SEC as soon as reasonably practicable after we electronically file such material with the SEC. Information contained on our website is not incorporated by reference into this prospectus.
This prospectus is part of a registration statement that we have filed with the SEC relating to the securities to be offered. This prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules in accordance with the rules and regulations of the SEC, and we refer you to the omitted information. The statements this prospectus makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions and do not describe all exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration statement, exhibits and schedules are available at the SEC’s Public Reference Room or through its Internet website.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in or incorporated by reference into this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statementsthat are subject to a number of risks and uncertainties, many of which are beyond our control. See “Forward-Looking Statements” and “Risk Factors.”
i
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;
acquisition and disposition strategy;
cash flows and liquidity;
financial strategy;
ability to replace the reserves we produce through drilling;
drilling locations;
oil and natural gas reserves;
technology;
realized oil, natural gas and NGL prices;
production volumes;
lease operating expense;
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 inoil-producing andnatural-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 incorporatedwe incorporate by reference herein and therein, are forward lookingforward-looking statements. In some cases, you can identify forward-looking statements including, without limitation, statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. When used in this prospectus and the documents incorporated by reference herein, the words “could,terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project”“pursue,” “target,”
ii
“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 similar expressions are intended to identifyother such references. These forward-looking statements although not allinvolve 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 contain such identifying words.include, but are not limited to, the following risks and uncertainties:
Forward-looking statements may include statements about our:our results of evaluation and implementation of strategic alternatives;
·business strategy;risks related to a redetermination of the borrowing base under our senior secured reserve-based revolving credit facility;
·estimated future net reservesour ability to access funds on acceptable terms, if at all, because of the terms and present value thereof;conditions governing our indebtedness, including financial covenants;
·technology;our ability to satisfy debt obligations;
·cash flows and liquidity;
·financial strategy, budget, projections and operating results;
·volatility in the prices for oil, and natural gas, realizedand NGLs, including further or sustained declines in commodity prices;
·timingthe potential for additional impairments due to continuing or future declines in oil, natural gas and amountNGL 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;
·availability of drilling and production equipment;
·availability of oilfield labor;
·the amount, nature and timing ofour need to make accretive acquisitions or substantial capital expenditures including future development costs;to maintain our declining asset base;
·availability and termsthe existence of capital;unanticipated liabilities or problems relating to acquired or divested businesses or properties;
·drilling of wells,potential acquisitions, including our identified drilling locations;ability to make acquisitions on favorable terms or to integrate acquired properties;
·successfulthe 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 from our identified drilling locations;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 natural gas liquids and natural gas;
·changes to the closing and financingfinancial condition of the Panther Acquisition;counterparties;
·uncertainties surrounding the integration and benefits of the acquisition of certain interests in oil and gas interests (the “Eagle Property Acquisition”) from Eagle Energy Production, LLC (“Eagle Energy”) and the Panther Acquisition or the effects of the acquisitions on our cash position and levels of indebtedness;
·infrastructure for salt water disposal and electrical power;
·property acquisitions;
·costs of developing our properties and conducting other operations;
·general economic conditions;
·effectivenesssuccess of our risk management activities;secondary and tertiary recovery efforts;
·environmental liabilities;
·counterparty credit risk;
·the outcome of pending and future litigation;
·governmental regulation and taxation ofcompetition 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;
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;
iii
actions of third-party·co-owners developmentsof interest in oil-producingproperties in which we also own an interest; and natural gas-producing countries;
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 uncertainty regarding our future operating results; andfor the year ended December 31, 2018.
·plans, objectives, expectations and intentionsThe forward-looking statements contained in this prospectus, thatany prospectus supplement and the documents we incorporate by reference are not historical.
All forward-looking statements speak only as of the date of this prospectus. You should not place undue reliancelargely based on these forward-looking statements.our expectations, which reflect estimates and assumptions made by our management. These forward-looking statementsestimates 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 subject toinherently uncertain and involve a number of risks and uncertainties and assumptions. Although we believe that are beyond our plans, intentions and expectations reflected in or suggested bycontrol. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements we makecontained in this prospectus are not guarantees of future performance, and the documents incorporated by reference herein are reasonable, we can give no assurancecannot assure any reader that these plans, intentions or expectationssuch statements will be achievedrealized or occur, and actualthat the events or circumstances described in any forward-looking statement will occur. Actual results couldmay differ materially and adversely from those anticipated or implied in the forward-looking statements. We disclose importantFor additional information regarding known material factors that could causeaffect our actualoperating results to differ materially from our expectations under Item 1Aor 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 ReportReports on Form10-K for the year ended December 31, 2012 (our “2012 Annual Report”), in our Quarterly Report2018 filed with the SEC on Form 10-Q for the quarterly period ended March 31, 201314, 2019 and in the other documents we incorporate by reference herein.
These factors include:
·variations in the market demand for, and prices of, oil, natural gas liquids and natural gas;
·uncertainties about our estimated quantities of oil, natural gas liquids and natural gas reserves;
·the adequacy of our capital resources and liquidity including, butMarch 6, 2019, respectively. We do not limitedintend to access to additional borrowing capacity under our revolving credit facility;
·access to capital and general economic and business conditions;
·uncertainties about our ability to replace reserves and economically develop our current reserves;
·risks in connection with acquisitions, including the Eagle Property Acquisition and the Panther Acquisition;
·risks related to the concentration of our operations onshore in central Louisiana, Texas, Oklahoma and Kansas;
·drilling results;
·the potential adoptionupdate or revise any forward-looking statements as a result of new governmental regulations; and
·our ability to satisfyinformation, future cash obligations and environmental costs.
events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Moreover,iv
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 a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impactone reportable segment. Our assets consist primarily of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
Reserve engineering is a process of estimating underground accumulations ofproducing oil natural gas liquids and natural gas that cannot be measuredproperties and are located in an exact way. The accuracyOklahoma, Texas, Louisiana, Wyoming and offshore California. Most of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by our reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ from the quantities of oil natural gas liquids and natural gas thatproperties are ultimately recovered.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.
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. |
An investment in our securitiesCommon Stock involves a significanthigh degree of risk. YouBefore you invest in our Common Stock, you should carefully consider thethose risk factors described under the heading “Item 1A. Risk Factors” in our and all ofLegacy Amplify’s Annual Reports on Form10-K for the other information includedyear ended December 31, 2018, as well as any risk factors contained in this prospectus, any prospectus supplement, any free writing prospectusour or Legacy Amplify’s Quarterly Reports on Form10-Q for the quarters ended March 31, 2019 and the documents we haveJune 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 any prospectus supplement, including thoseoperations 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 Item 1A “Risk Factors” in our 2012 Annual Report, as updated by annual, quarterlythe periodic and othercurrent reports and documentsthat we file with the SEC after the date of this prospectus, andwhich will be incorporated by reference into this prospectus. You should be aware that arethe occurrence of any of the events described in the risk factors included in this prospectus or incorporated by reference herein in evaluating an investment in the securities. If any of these risks were actually to occur,could have a material adverse effect on our business, financial condition orposition, results of operations and cash flows and the trading price of our securities could be materially adversely affected. Additional risks not presently known to usdecline and you could lose all or that we currently believe are immaterial may also significantly impair our business operations and financial condition. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.part of your investment.
Unless we inform you otherwise in aAll of the shares of Common Stock covered by this prospectus supplement or free writing prospectus, we intend to useare being sold by the netselling 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, of securities we are offering for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing of existing indebtedness or other corporate obligations, financing of capital expenditures and acquisitions and investment in existing and future projects. Any specific allocation of the net proceeds of an offering of securities to a specific purpose will bevarying prices determined at the time of sale, or negotiated prices.
This prospectus covers the offering and will be described infor resale of up to an accompanying prospectus supplement or free writing prospectus.
STATEMENT OF COMPUTATION OF RATIOS
The following table sets forth our ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preference securities dividends for each of the periods indicated.
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| Year Ended December 31, |
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| 2013 |
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| 2008 |
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Ratio of earnings to fixed charges(1) |
| (2) |
| (3) |
| 3.5x |
| (4) |
| (5) |
| (6) |
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Ratio of earnings to combined fixed charges and preference securities dividends (1) |
| (2) |
| (3) |
| 3.5x |
| (4) |
| (5) |
| (6) |
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(1) For purposes of calculating the ratio of earnings to fixed charges, “fixed charges” represent interest expense (including amounts capitalized), amortization of debt issuance costs and the portion of rental expense representing the interest factor; “earnings” represent the aggregate of income from continuing operations (before adjustment for income taxes, extraordinary items, income or loss from equity investees and minority interest) plus fixed charges, amortization12,291,246 shares of capitalized interest and distributed income of equity investees, and less capitalized interest; and “preference securities dividends” represent the amount of pre-tax earningsCommon Stock that are required to pay the dividends on outstanding preference securities, which is computed as the amount of the dividend divided by (1 minus the effective income tax rate applicable to continuing operations).
(2) Earnings for the three months ended March 31, 2013 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $20.0 million and $26.8 million, respectively.
(3) Earnings for the year ended December 31, 2012 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $3.4 million and $14.2 million, respectively.
(4) Earnings for the year ended December 31, 2010 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $17.3 million and $17.3 million, respectively.
(5) Earnings for the year ended December 31, 2009 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $12.6 million and $12.6 million, respectively.
(6) Earnings for the year ended December 31, 2008 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $6.4 million and $6.4 million, respectively.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be either our senior debt securities (“Senior Debt Securities”) or our subordinated debt securities (“Subordinated Debt Securities”). The Senior Debt Securities and the Subordinated Debt Securities will be issued under separate indentures among us, the Subsidiary Guarantor of such Debt Securities, if applicable, and a trustee to be determined (the “Trustee”). Senior Debt Securities will be issued under a “Senior Indenture” and Subordinated Debt Securities will be issued under a “Subordinated Indenture.” Together, the Senior Indenture and the Subordinated Indenture are called “Indentures.”
The Debt Securities may be issuedoffered 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 oneconnection with a combination of shares, and any security into which such shares of Common Stock shall have been converted or more series. The particular terms of each series that are offered byexchanged in connection with a prospectus supplement will be described in the prospectus supplement.
recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise.
The rightsselling stockholders acquired the shares of Midstates and our creditors, including holdersCommon Stock offered hereby in connection with the closing of the Debt Securities, to participate in the assetsMerger as consideration for shares of our subsidiary (other than the Subsidiary Guarantor ofLegacy Amplify common stock held by such securities, if applicable), upon the latter’s liquidation or reorganization, will be subjectselling stockholders prior to the prior claimsclosing of the subsidiary’s creditors, except toMerger on August 6, 2019. On August 6, 2019, we entered into the extent that we may ourself be a creditor with recognized claims against such subsidiary.
We have summarized selected provisions of the Indentures below. The summary is not complete. The form of each Indenture has been filedAmended and Restated Registration Rights Agreement with the SEC as an exhibitselling stockholders pursuant to thewhich we were obligated to prepare and file a registration statement to permit the resale of which this prospectus is a part, and you should readcertain shares of Common Stock held by the Indentures for provisions that may be important to you. Capitalized terms used in the summary have the meanings specified in the Indentures.
General
The Indentures provide that Debt Securities in separate series may be issued thereunderselling stockholders from time to time without limitationas 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 aggregate principal amount.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 may specify a maximum aggregate principal amounthave, therefore, assumed for the Debt Securities of any series. We will determine the terms and conditionspurposes of the Debt Securities, includingfollowing table, that the maturity, principal and interest, but those terms must be consistent withselling stockholders will sell all of the Indenture.shares of Common Stock beneficially owned by them that are covered by this prospectus. The Debt Securities will be our unsecured obligations. Ifselling stockholders are not obligated to sell any of the prospectus supplement so indicates,shares of Common Stock offered by this prospectus. The percent of beneficial ownership for the Debt Securities will be convertible into our common stock.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 | — | — | % | |||||||||||||
The Subordinated Debt Securities will be subordinated in right
| (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. |
| (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 FormS-1 on FormS-3 filed with the SEC on April 12, 2018 (FileNo. 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. |
As of payment to the prior payment in fulldate of all of our Senior Debt (as defined)this prospectus, we have not been advised by the selling stockholders as described in the prospectus supplement applicable to any Subordinated Debt Securities.
If specified in the prospectus supplement respecting a particular seriesplan of Debt Securities, Midstates Sub (the “Subsidiary Guarantor”) will fully and unconditionally guarantee (the “Subsidiary Guarantee”) that series, or may be a co-issuer of that series, in each case as described in the prospectus supplement. Each Subsidiary Guarantee will be an unsecured obligationdistribution. Distributions of the Subsidiary Guarantor. A Subsidiary Guaranteeshares of Subordinated Debt Securities will be subordinatedCommon Stock by the selling stockholders, or by their partners, pledgees, donees (including charitable organizations), transferees or other successors in interest, may from time to the Senior Debt of the Subsidiary Guarantor on the same basis as the Subordinated Debt Securities are subordinated to our Senior Debt.
The applicable prospectus supplement will set forth the price or prices at which the Debt Securities to be issued willtime 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 theover-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 theover-the-counter market;
ordinary brokerage transactions and will describetransactions in which the following termsbroker solicits purchasers;
broker-dealers may agree with the selling stockholders to sell a specified number of such Debt Securities:shares at a stipulated price per share;
(1) the title of the Debt Securities;
(2) whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities and, if Subordinated Debt Securities, the related subordination terms;
(3) whether the Subsidiary Guarantor will provide a Subsidiary Guarantee of the Debt Securities;
(4) any limit on the aggregate principal amount of the Debt Securities;
(5) each date onblock trade (which may involve crosses) in which the principal ofbroker or dealer so engaged will attempt to sell the Debt Securities will be payable;
(6) the interest rate that the Debt Securities will bearsecurities as agent but may position and the interest payment dates for the Debt Securities;
(7) each place where payments on the Debt Securities will be payable;
(8) any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option;
(9) any sinking fund or other provisions that would obligate us to redeem or otherwise repurchase the Debt Securities;
(10) theresell a portion of the block as principal amount, if less than all,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 Debtshares 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 that willAct, in each case if available, rather than under this prospectus.
Such transactions may be payable upon declarationeffected by the selling stockholders at market prices prevailing at the time of accelerationsale 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 Maturitysecurities 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 Debt Securities;
(11) whethershares of Common Stock against certain liabilities, including liabilities arising under the Debt Securities are defeasible;
(12) any additionAct. We have agreed to or changeregister 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 Eventsoffering of Default;the shares of Common Stock against certain civil liabilities, including certain liabilities under the Securities Act.
(13) whetherIn connection with sales of the Debt Securities are convertiblesecurities under this prospectus, the selling stockholders may enter into our common stock and, if so,hedging transactions with broker-dealers, who may in turn engage in short sales of the terms and conditions upon which conversion will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period;
(14) any addition to or changesecurities in the covenantscourse 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 the Indenture applicableturn may sell them.
The selling stockholders may from time to the Debt Securities; and
(15) any other terms of the Debt Securities not inconsistent with the provisions of the Indenture.
Debt Securities, including any Debt Securities that provide for an amount less than the principal amount thereof to be due and payable upontime pledge or grant a declaration of acceleration of the Maturity thereof (“Original Issue Discount Securities”), may be sold at a substantial discount below their principal amount. Special United States federal income tax considerations applicable to Debt Securities sold at an original issue discount may be describedsecurity interest in the applicable prospectus supplement. In addition, special United States federal income tax or other considerations applicable to any Debt Securities that are denominated in a currency or currency unit other than United States dollars may be described in the applicable prospectus supplement.
Global Securities
Somesome or all of the Debt Securitiesshares of any seriesCommon Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may be represented, in wholeoffer and sell Common Stock from time to time under this prospectus, or in part, by oneunder an amendment to this prospectus under Rule 424 or more Global Securities that will have an aggregate principal amount equal to thatother applicable provision of the Debt Securities they represent. Each Global SecurityAct 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 be registered in the name of a Depositarysell any or its nominee identified in the applicable prospectus supplement, will be deposited with such Depositary or nominee or its custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the applicable Indenture.
Governing Law
The Indentures and the Debt Securities will be governed by, and construed in accordance with, the lawall of the State of New York.securities offered under this prospectus.
The Trustee
We will enter into the Indentures with a Trustee that is qualified to act under the Trust Indenture Act of 1939, as amended, and with any other Trustees chosen by us and appointed in a supplemental indenture for a particular series of Debt Securities. We may maintain a banking relationship in the ordinary course of business with our Trustee and one or more of its affiliates.
Capital Stock
AsThe total number of June 20, 2013, our authorized capitalshares of all classes of stock was 350,000,000 shares. Thosewhich the Company shall have authority to issue is 300,000,000 shares, consistedconsisting of 250,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share 325,000(the “Preferred Stock”).
As of which were issued and outstanding, and 300,000,000September 30, 2019, we had 39,978,099 shares of common stock, par value $0.01 per share,Common Stock and no shares of which 68,648,483 shares werePreferred Stock outstanding.
The following summary Summarized below are material provisions of our Second Amended and Restated Certificate of Incorporation (as amended, the capital stock“Certificate of Incorporation”) and amended and restated certificate of incorporation andsecond amended and restated bylaws (the “Bylaws”), as well as relevant sections of Midstates does not purport to be complete andthe Delaware General Corporation Law (the “DGCL”). The following summary is qualified in its entirety by reference to the provisions of applicable lawour Certificate of Incorporation and to our amended and restated certificateBylaws, copies of incorporation and amended and restated bylaws, which arehave been filed as exhibits to the registration statement of which this prospectus is a part.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 amended and restated certificateCertificate of incorporationIncorporation (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 amended and restated certificateCertificate of incorporationIncorporation (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 andnon-assessable, and the shares of common stock that will be issued under this prospectus will be fully paid andnon-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 orwinding-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 common stock is listed on the NYSE under the symbol “MPO.”
Preferred Stock
Our amended and restated certificateCertificate of incorporationIncorporation 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.
On October 1, 2012, in connection with the closing of the Eagle Property Acquisition, we issued 325,000 shares of Series A Mandatorily Convertible Preferred Stock (“Series A Preferred Stock”) to Eagle Energy. We filed with the Secretary of State of the State of Delaware a Certificate of Designations (the “Certificate of Designations”) to designate the Series A Preferred Stock. The following is a summary of the material terms of the Series A Preferred Stock as set forth in the Certificate of Designations.
The shares of Series A Preferred Stock have an initial liquidation value of $1,000 per share. The holders of the Series A Preferred Stock may not convert shares of Series A Preferred Stock held by them before October 1, 2013. After such time, the Series A Preferred Stock may be converted, in whole but not in part, at the option of the holders of a majority of the outstanding shares of Series A Preferred Stock, into a number of shares of our common stock
calculated by dividing the then-current liquidation preference by the conversion price of $13.50 per share. In addition, the Series A Preferred Stock will be subject to mandatory conversion into shares of our common stock on September 30, 2015 at a conversion price based upon the volume-weighted average price of our common stock during the 15 trading days immediately prior to the mandatory conversion date, but in no instance will the conversion price be greater than $13.50 per share or less than $11.00 per share. Dividends on the Series A Preferred Stock will accrue at a rate of 8.0% per annum, payable semiannually, at our sole option, in cash or through an increase in the liquidation preference. The Series A Preferred Stock will also have the other rights and terms set forth on the Certificate of Designations, including voting rights that are similar to those belonging to holders of our common stock on an as-converted basis (except with respect to the election of directors and the approval of certain transactions where the holders of the Series A Preferred Stock would be entitled to consideration at least equal to the liquidation preference) until such time as holders of the Series A Preferred Stock are permitted to convert their shares into common stock and the market price of our common stock is above the conversion price then in effect for 15 consecutive trading days. In addition, the holders of the Series A Preferred Stock have the right, subject to the terms and conditions set forth in the Certificate of Designations, to elect one member of the board of directors, and to approve certain corporate actions, including the following:
·the creation or issuance of any class of capital stock senior to or on parity with the Series A Preferred Stock;
·the redemption, acquisition or purchase by us of any of our equity securities, other than a repurchase from an employee or director in connection with such person’s termination or as provided in the agreement pursuant to which such equity securities were issued;
·any change to our certificate of incorporation or bylaws that adversely affects the rights, preferences, privileges or voting rights of the holders of the Series A Preferred Stock;
·acquisitions or dispositions for which the amount of consideration exceeds 20% of our market capitalization in any single transaction or 40% of our market capitalization for any series of transactions during a calendar year;
·entering into certain transactions with affiliates, other than transactions that do not exceed, in the aggregate, $10 million in any calendar year;
·certain corporate transactions unless the holders of the Series A Preferred Stock would receive consideration consisting solely of cash and/or marketable securities with an aggregate fair market value equal to or greater than the then applicable liquidation preference on such shares of Series A Preferred Stock; and
·any increase or decrease in the size of our board of directors.
The Series A Preferred Stock is senior to our common stock with respect to dividend rights. The issuance of the Series A Preferred Stock to Eagle Energy was approved by our stockholders holding a majority of the outstanding shares of our common stock.
Anti-Takeover Effects of Provisions of Ourour Second Amended and Restated Certificate of Incorporation, our Second Amended and Restated Bylaws and Delaware Law
Some provisions of Delaware law, and our amended and restated certificateCertificate of incorporationIncorporation and our amended and restated bylawsBylaws described below will contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise;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.
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.
Delaware Law
We are not subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, those provisions prohibitSection 203 prohibits a publicly held Delaware corporation including those whose securities are listed for trading on the NYSE, from engaging in any business combinationa “business combination” with any interested stockholderan “interested stockholder” for a three-year period of three years following the datetime that thesuch stockholder becamebecomes an interested stockholder, unless: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;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 leasttwo-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 amendedCertificate of Incorporation and restated certificate of incorporation and amended and restated bylawsBylaws 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 amendedCertificate of Incorporation and restated certificate of incorporation and amended and restated bylaws: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;
·at any time after the earlier of the date that (i) FR Midstates Interholding LP (“FRMI”) no longer owns more than 25% of our common stock or (ii) FRMI declares that a Trigger Date (as defined in our amended and restated certificate of incorporation and our amended and restated bylaws) has occurred:
·provide that any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series (prior to such time, such actions may be taken without a meeting by written consent of holders of common stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting);
·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 bylawsBylaws may only be amended by the affirmative vote of the holders of at least two-thirds of our then outstanding common stock (prior to such time, our amended and restated bylaws may be amended by the affirmative vote of the holders of a majority of our then outstanding common stock); andstock 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 (prior to such time, a special meeting may also be called at the request of stockholders holding 25% of the outstanding shares entitled to vote);directors;
·provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms, other than directors which may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the board of directors;
·provide that we renounce any interest in the business opportunities of First Reserve Management, L.P. (“First Reserve”) and of our directors who are affiliated with First Reserve, other than directors employed by us, and that neither our directors affiliated with First Reserve, other than directors employed by us, nor First Reserve, have any obligation to offer us those opportunities;
·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; and
·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.choose; and
Limitationprovide 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 Mattersof 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 amended and restated certificateCertificate of incorporation limits the liability ofIncorporation provides that a director will not be personally liable to us or our directorsstockholders for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:director, except:
·for any breach of theirthe duty of loyalty to us or our stockholders;
·for acts or omissions not in good faith or which involve intentional misconduct or a knowing violationviolations of law;
·for unlawful payment of dividend or unlawful stock repurchase or redemption, as providedliability under Section 174 of the DGCL;DGCL (relating to unlawful dividends, stock repurchases or stock redemptions); or
·for any transaction from which the director derived anany improper personal benefit.
TableThe effect of Contentsthis 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 seeknon-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 repealto or modificationrepeal of these provisions will be prospective only and would not adversely affect any limitation on liabilityright or protection of a director for actsour directors in respect of any act or omissionsfailure to act that occurred prior to any amendment to or repeal of such amendment, repealprovisions or modification.
Ourthe adoption of an inconsistent provision. If the DGCL is amended and restated certificateto provide further limitation on the personal liability of incorporation and amended and restated bylaws also provide that we will indemnifydirectors of corporations, then the personal liability of our directors and officerswill be further limited to the fullestgreatest extent permitted by Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We intend to enterthe DGCL. In addition, we have entered into separate indemnification agreements with each of our current and future directors and executive officers. These agreements will require us to indemnify these individualsWe 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 anynon-voting equity securities to the fullest extent permittedrequired under Delaware law against liability that may arise by reasonSection 1123(a)(6) of their servicethe Bankruptcy Code and only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our amended and restated certificate of incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.Company.
Transfer Agent and Registrar
The transfer agent and registrar for our common stockCommon Stock is American Stock Transfer & Trust Company, LLC.
DESCRIPTION OF DEPOSITARY SHARES
We may offer depositary shares (either separately or together with other securities) representing fractional interests in our preferred stock of any series. In connection with the issuance of any depositary shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement. Immediately following our issuance of the preferred stock related to the depositary shares, we will deposit the preferred stock with the relevant preferred stock depositary and will cause the preferred stock depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fraction of a share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the preferred stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange redemption and liquidation rights).
We may issue warrants for the purchase of our common stock. Warrants may be issued independently or together with debt securities, preferred stock or common stock offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of warrants. The warrant agent will act solely as our agentCertain legal matters in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. The following summary of certain provisions of the warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.
You should refer to the prospectus supplement relating to a particular issue of warrants for the terms of and information relating to the warrants, including, where applicable:
(1) the number of shares of common stock purchasable upon exercise of the warrants and the price at which such number of shares of common stock may be purchased upon exercise of the warrants;
(2) the date on which the right to exercise the warrants commences and the date on which such right expires (the “Expiration Date”);
(3) United States federal income tax consequences applicable to the warrants;
(4) the amount of the warrants outstanding as of the most recent practicable date; and
(5) any other terms of the warrants.
Warrants will beour Common Stock offered and exercisable for United States dollars only. Warrants will be issued in registered form only. Each warrant will entitle its holder to purchase such number of shares of common stock at such exercise price as is in each case set forth in, or calculable from, the prospectus supplement relating to the warrants. The exercise price may be subject to adjustment upon the occurrence of events described in such prospectus supplement. After the close of business on the Expiration Date (or such later date to which we may extend such Expiration Date), unexercised warrants will become void. The place or places where, and the manner in which, warrants may be exercised will be specified in the prospectus supplement relating to such warrants.
Prior to the exercise of any warrants, holders of the warrants will not have any of the rights of holders of common stock, including the right to receive payments of any dividends on the common stock purchasable upon exercise of the warrants, or to exercise any applicable right to vote.
We may sell the securities pursuant to this prospectus and any accompanying prospectus supplement:
·through agents;
·through underwriters or dealers;
·directly to one or more purchasers, including existing shareholders; or
·any combination of the foregoing methods.
We will prepare a prospectus supplement for each offering that will disclose the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price of the securities and the proceeds to us from the sale, any underwriting discounts and other items constituting compensation to underwriters, dealers or agents and any delayed delivery arrangements.
The distribution of the securities may be effected from time to time in one or more transactions at a fixed price, at prevailing market prices at the time of the sale, at prices related to such prevailing market prices at varying prices determined at the time of sale, or at negotiated prices or prices.
By Agents
Securities offered by us pursuant to this prospectus may be sold through agents designated by us. Unless otherwise indicated in the prospectus supplement, any such agent is acting on a best efforts basis for the period of its appointment.
By Underwriters
If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless otherwise indicated in the prospectus supplement, the underwriters must purchase all the securities of the series offered by a prospectus supplement if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
Direct Sales
Securities offered by us pursuant to this prospectus may also be sold directly by us. In this case, no underwriters or agents would be involved. We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.
Delayed Delivery Arrangements
We may authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase offered securities providing for payment and delivery on a future date specified in the prospectus supplement. Institutional investors to which such offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, education and charitable institutions and such other institutions as may be approved by us. The obligations of any such purchasers under such delayed delivery and payment arrangements will be subject to the condition that the purchase of the offered securities will not at the time of delivery be prohibited under applicable law. The underwriters and such agents will not have any responsibility with respect to the validity or performance of such contracts.
General Information
Underwriters, dealers and agents that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described in the applicable prospectus supplement.
The securities (other than common stock) offered by this prospectus and any prospectus supplement, when first issued, will have no established trading market. Any underwriters or agents to or through whom such securities are sold by us for public offering and sale may make a market in such securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. We cannot assure you as to the liquidity of the trading market for any such securities.
We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiary in the ordinary course of their businesses.
In connection with offerings of securities under the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers or dealers may engage in transactions that stabilize or maintain the market price of the securities at levels above those that might otherwise prevail in the open market. Specifically, underwriters, brokers or dealers may over-allot in connection with offerings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the securities, the underwriters, brokers or dealers may place bids for the securities or effect purchases of the securities in the open market. Finally, the underwriters may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of the securities in offerings may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.
The validity of the securities offered by this prospectushereby will be passed upon for us by VinsonKirkland & Elkins L.L.P.,Ellis LLP, Houston, Texas. Legal counsel to any underwriters may pass upon legal matters for such underwriters.
EXPERTS
The consolidatedaudited financial statements incorporated in this prospectus by reference fromand management’s assessment of the Midstates Petroleum Company, Inc.’s Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidatedeffectiveness of internal control over financial statements have been so incorporated in reliance upon the reportreporting of such firm given upon their authority as experts in accounting and auditing.
The combined statements of revenues and direct operating expenses for the Panther Energy Company, LLC assets to be acquired by Midstates Petroleum Company, Inc. for the years ended September 30, 2012, 2011 and 2010, included in Midstates’ Form 8-K filed(renamed Amplify Energy Corp. on May 20, 2013August 6, 2019) incorporated by reference intoin this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reportreports of Grant Thornton LLP, independent certifiedregistered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.
auditing.
The consolidated financial statements of EagleAmplify Energy Company of Oklahoma, LLCCorp. and its subsidiaries as of December 31, 20112018 and 2010, and2017, the related consolidated statements of income, changes in members’operations, equity, and cash flows for the yearsyear ended December 31, 2011, and 2010, and2018, the period May 5, 2017 through December 31, 2017 (Successor), the period from December 11, 2009 (Inception) toJanuary 1, 2017 through May 4, 2017 and the year ended December 31, 2009, appearing in Midstates Petroleum Company, Inc.’s Form 8-K dated September 5, 2012,2016 (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 auditedincorporated by Ernst & Youngreference herein and in the registration statement in reliance on the reports of KPMG LLP, independent auditors, as set forth in their report thereon, included therein, andregistered public accounting firm, incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in relianceherein, and upon such report given on the authority of suchsaid firm as experts in accountingauditing and auditing.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 crude oil and natural gas reserves and related information included or incorporated by reference in this prospectus have been derived from reports prepared by Netherland, SewellCawley, Gillespie & Associates, Inc., independent petroleum engineers, and allRyder Scott Company, L.P. All such information has been so included or incorporated in relianceby reference on the authority of that firmsuch firms as experts regarding the matters contained in their report.reports.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on FormS-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.
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 onForm10-K for the year ended December 31, 2018, filed with the SEC on March 14, 2019 (FileNo. 001-35512); |
Certain estimates
| • | Legacy Amplify’s Annual Report onForm10-K for the year ended December 31, 2018, filed with the Commission on March 6, 2019 (FileNo. 001-35364); |
| • | our Quarterly Reports on Form10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission onMay 10, 2019 andAugust 5, 2019, respectively (FileNo. 001-35512); |
| • | Legacy Amplify’s Quarterly Reports on Form10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission onMay 9, 2019 andAugust 5, 2019, respectively (FileNo. 001-35364); |
| • | our Current Reports on Form8-K filed with the SEC onFebruary 5, 2019,March 13, 2019,May 6, 2019,August 2, 2019,August 6, 2019 andAugust 29, 2019 (FileNo. 001-35512); |
| • | Legacy Amplify’s Current Reports on Form8-K filed with the SEC onMarch 25, 2019,May 6, 2019,May 16, 2019,July 17, 2019,July 26, 2019, andAugust 2, 2019 (fileNo. 001-35364); and |
| • | the description of our Common Stock set forth in the Registration Statement onForm8-A (FileNo. 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 net crude oil and natural gas reserves and related informationeffectiveness 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 Panther Acquisition properties includedextent 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 derived fromor may be incorporated by reference into this prospectus.
You should direct requests for those documents to:
Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
(713) 490-8900 
Our Annual Report on Form10-K and other reports preparedand documents incorporated by Cawley, Gillespie & Associates, Inc., independent petroleum engineers,reference herein may also be found in the “Investor Relations” section of our website at http://www.amplifyenergy.com. Our website and all suchthe information has been so incorporated in reliance on the authority of that firm as experts regarding the matters contained in their report.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.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution.
SetThe following table sets forth below are the expenses and costs (other than underwriting discounts and commissions) expected to be incurred by the Company in connection with the offeringissuance and distribution of the securitiesshares of Common Stock registered hereby. With the exception ofOther than the SEC registration fee, the amounts set forth below are estimates.estimates:
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| $ | 68,200 |
| $ | 8,550.87 | ||
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| * | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement on FormS-3. |
*These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.
Item 15.Indemnification of Directors and Officers.
Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.
Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by
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the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by Section 145 of the DGCL Law.DGCL. Section 145(e) of the DGCL further provides that such expenses (including attorneys’ fees) incurred by former directors and officers or other employees or agents of the corporation may be so paid upon such terms and conditions as the corporation deems appropriate.
Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.
Our certificate of incorporation providesThe Registrant’s second amended and restated bylaws provide that wethe Registrant will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was one of ourthe Registrant’s directors or officers or is or was serving at ourthe Registrant’s request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. OurThe Registrant’s second amended and restated bylawscertificate of incorporation further provide for the advancement of expenses to each of ourits officers and directors.
OurThe Registrant’s second amended and restated certificate of incorporation provides that, to the fullest extent permitted by the DGCL, ourthe Registrant’s directors shall not be personally liable to usthe Registrant or ourits stockholders for monetary damages for breach of fiduciary duty as a director. Under Section 102(b)(7) of the DGCL, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty can be limited or eliminated except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption); or (4) for any transaction from which the director derived an improper personal benefit.
WeThe Registrant also maintainmaintains a general liability insurance policy which covers certain liabilities of directors and officers of our companythe Registrant arising out of claims based on acts or omissions in their capacities as directors or officers, whether or not wethe Registrant would have the power to indemnify such person against such liability under the DGCL or the provisions of ourthe Registrant’s second amended and restated certificate of incorporation.
We haveThe Registrant has also entered into indemnification agreements with each of ourthe Registrant’s directors and our executive officers. These agreements provide that wethe Registrant will indemnify each of ourits directors and such officers to the fullest extent permitted by law and by ourthe Registrant’s second amended and restated certificate of incorporation or second amended and restated bylaws.
Any underwriting agreement entered into in connection with the sale of securities offered pursuant to this registration statement will provide for indemnification.
Item 16.Exhibits. Exhibits and Financial Statement Schedules.
Reference is made to the Exhibit Index preceding the signature pages hereto, which Exhibit Index is hereby incorporated by reference into this item.
Item 17. Undertakings
The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing of Midstates Petroleum Company, Inc. under the Securities Act or the Exchange Act as indicated in parentheses:undersigned registrant hereby undertakes:
| (a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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*To be filed by amendment or as an exhibit to a current report on Form 8-K of Midstates Petroleum Company, Inc.
**Filed herewith.
***To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.
Item 17.Undertakings.
The undersigned registrants hereby undertake:
(a)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range maybe reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,, that paragraphs (a)(i)(1), (a)(ii)(2) and (a)(iii)(3) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in the form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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| (d) | That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness;provided, however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (e) | That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (f) | That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. |
The undersigned registrantsregistrant hereby undertakeundertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of ourthe registrant’s annual report pursuant to Sectionsection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, maybemay be permitted to directors, officers orand controlling persons controllingof the registrantsregistrant pursuant to the foregoing provisions, set forth or described in Item 15 of this registration statement, or otherwise, the registrants haveregistrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by athe registrant of expenses incurred or paid by a director, officer or controlling person of suchthe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrantsregistrant will, unless in the opinion of theirits counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by themit is against public policy as expressed in the Securities Act of 1933 as amended, and will be governed by the final adjudication of such issue.
Exhibit Number | Description | |||
| 2.1# | — | |||
| 3.1 | — | |||
| 3.2 | — | |||
| 3.3 | — | |||
| 4.1 | — | |||
| 5.1** | — | Legal opinion of Kirkland & Ellis LLP as to the legality of the securities being registered. | ||
| 23.1* | — | |||
| 23.2* | — | |||
| 23.3* | — | |||
| 23.4* | — | |||
| 23.5** | — | Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1 hereto). | ||
| 24.1 | — | Power of Attorney (included on the signature page of this Registration Statement). | ||
| 99.1 | — | |||
| 99.2 | — | |||
The undersigned registrants hereby undertake that, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser:
| * | Filed herewith. |
| ** | Previously filed. |
| # | Pursuant to Item 601(b)(2) of RegulationS-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. |
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(a)Each prospectus filed by such registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(b)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
The undersigned registrants hereby undertake that, for the purpose of determining liability of such registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a)Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(b)Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;
(c)The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and
(d)Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act, of 1933, as amended, Midstates Petroleum Company, Inc.the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on June 20, 2013.October 2, 2019.
| AMPLIFY ENERGY CORP. | ||
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By: | /s/ Kenneth Mariani | |
Name: | Kenneth Mariani | |
Title: | ||
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Thomas L. Mitchell, John P. Foley and Eric J. Christ, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 20, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Midstates Petroleum Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on June 20, 2013.
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Each person whose signature appears below hereby constitutes and appoints Thomas L. Mitchell, John P. Foley and Eric J. Christ, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statementRegistration Statement has been signed below by the following persons in the capacities indicatedand on June 20, 2013.the dates presented.
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/s/ Kenneth Mariani |
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| Officer (Principal Executive Officer) | October 2, 2019 | ||||
/s/ Martyn Willsher |
(Principal Financial Officer) |
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/s/ Denise DuBard | Vice President and |
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| (Principal Accounting Officer) | October 2, 2019 | ||||
* David M. Dunn | Director | October 2, 2019 | ||||
Christopher W. Hamm | Director |
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Scott L. Hoffman | Director | October 2, 2019 | ||||
* Evan S. Lederman | Director | October 2, 2019 | ||||
* David H. Proman | Director and Chairman | October 2, 2019 | ||||
* Randal T. Klein | Director | October 2, 2019 | ||||
* Todd Snyder | Director | October 2, 2019 | ||||
Index to Exhibits
The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing of Midstates Petroleum Company, Inc. under the Securities Act or the Exchange Act as indicated in parentheses:
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II-5
*To be filed by amendment or as an exhibit to a current report on Form 8-K of Midstates Petroleum Company, Inc.
**Filed herewith.
***To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.