Amplify Energy Corp. Files 8-K with Key Agreements & Officer Changes

Ticker: AMPY · Form: 8-K · Filed: Jan 15, 2025 · CIK: 1533924

Sentiment: neutral

Topics: material-agreement, equity-sale, officer-changes

TL;DR

Amplify Energy dropped an 8-K: new deals, stock sales, and exec moves. Watch this space.

AI Summary

Amplify Energy Corp. filed an 8-K on January 15, 2025, reporting on several key events as of January 14, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors or officers, along with compensatory arrangements. The filing also contains Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing provides crucial updates on Amplify Energy's material agreements, equity transactions, and executive changes, which could impact the company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers, which can introduce uncertainty and potential risks.

Key Players & Entities

FAQ

What type of material definitive agreement did Amplify Energy Corp. enter into?

The filing indicates entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What was the date of the earliest event reported in the 8-K?

The earliest event reported in the 8-K was on January 14, 2025.

What is Amplify Energy Corp.'s former company name?

Amplify Energy Corp.'s former company name was Midstates Petroleum Company, Inc.

What are the key items reported in this 8-K filing?

The key items reported include entry into a material definitive agreement, unregistered sales of equity securities, departure/election of directors or officers, compensatory arrangements, Regulation FD disclosure, and financial statements.

What is Amplify Energy Corp.'s state of incorporation?

Amplify Energy Corp. is incorporated in Delaware.

Filing Stats: 4,532 words · 18 min read · ~15 pages · Grade level 16.7 · Accepted 2025-01-15 16:05:17

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On January 14, 2025, Amplify Energy Corp., a Delaware corporation (the " Company " or " Amplify "), Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (" First Merger Sub "), Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify (" Second Merger Sub ," and together with First Merger Sub, the " Merger Subs "), North Peak Oil & Gas, LLC, a Delaware limited liability company (" NPOG "), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (" COG " and, together with NPOG, each, an " Acquired Company " and, collectively, the " Acquired Companies "), and, solely for the limited purposes set forth in the Merger Agreement (as defined below), Juniper Capital Advisors, L.P., a Delaware limited partnership (" Juniper "), and the Specified Company Entities set forth on Annex A thereto, entered into an Agreement and Plan of Merger (the " Merger Agreement " and, the transactions contemplated thereby, the " Transaction "), pursuant to which, at the Effective Time, (a) NPOG will merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of Amplify and (b) COG will merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of Amplify, in each case, subject to the terms and conditions of the Merger Agreement (clauses (a) and (b), together, the " Mergers "). All capitalized terms used but not defined herein shall have the meaning given them in the Merger Agreement. Effective Time, all of the issued and outstanding limited liability company interests of each of the Acquired Companies will automatically be converted into the right to receive, in the aggregate, 26,729,315 validly issued, fully paid and n

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The Amplify Stock Issuance will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. The Company will rely on this exemption from registration based in part on representations made by the Acquired Companies.

02 Departure of Directors or Certain Officers: Election of

Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Merger Agreement provides that, immediately upon the Effective Time, the Company will cause each of Patrice Douglas and Todd R. Snyder to deliver letters of resignation effectuating her and his respective resignation as a member of the Board to be effective as of the Effective Time. Each such director's anticipated resignation from the Board is not due to any disagreement with the Company relating to the operations, practices or policies of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 15, 2025, Amplify issued a press release (the " Press Release ") announcing the execution of the Merger Agreement and the entry into the foregoing transactions. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. On January 15, 2025, Amplify provided supplemental information regarding the Mergers in connection with a presentation to investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K, including the exhibits hereto, include "forward-looking statements." All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements about the Company's expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. 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 oth

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated January 14, 2025, by and among Amplify Energy Corp., Amplify DJ Operating LLC, Alpha PRB Operating LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, Juniper Capital Advisors, L.P. and the Specified Company Entities set forth on Annex A 10.1 Monitoring and Oversight Agreement, dated January 14, 2025, by and between Amplify Energy Corp. and Juniper Capital Advisors, L.P. 99.1 Press Release dated January 15, 2025 99.2 Investor Presentation, dated January 15, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * All schedules and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 15, 2025 AMPLIFY ENERGY CORP. By: /s/ Martyn Willsher Name: Martyn Willsher Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing