Current Report Filing (8-k)
July 20 2017 - 3:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 20, 2017 (July 20, 2017)
AMPLIFY ENERGY CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35364
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82-1326219
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(State or other jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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500 Dallas Street, Suite 1600
Houston, Texas
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77002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (713) 490-8900
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously disclosed, on January 16, 2017, Memorial Production Partners LP (MEMP) and certain of its subsidiaries (collectively with MEMP,
the Debtors) filed voluntary petitions (the cases commenced thereby, the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas,
Houston Division (the Court). On April 14, 2017, the Court entered an order approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors, dated April 13, 2017 (as
amended and supplemented, the Plan). On May 4, 2017, the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the Chapter 11 Cases and the Plan, MEMP and certain
Consenting Noteholders (as defined in the Plan) effectuated certain restructuring transactions, pursuant to which Amplify Energy Corp., a Delaware corporation (the Company), acquired all of the assets of MEMP, and in accordance with the
Plan, MEMP will be dissolved. As a result, the Company became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended.
The purpose of this Current Report on Form 8-K is to, among other things, file the unaudited pro forma condensed consolidated financial information set forth
in Item 9.01 below, and to allow such financial information to be incorporated by reference into a future registration statement to be filed with the Securities and Exchange Commission.
Included in this filing as Exhibit 99.1 is the unaudited pro forma condensed consolidated financial information described in Item 9.01(b) giving
effect to (i) the transactions set forth in the Plan (the Reorganization Adjustments), (ii) the Companys application of fresh start accounting, (iii) MEMPs divestiture of certain assets located in the Permian
Basin on June 14, 2016 (the Permian Divestiture) and (iv) MEMPs divestiture of certain assets located in Colorado and Wyoming on July 14, 2016 (the Rockies Divestiture), in accordance with Financial
Accounting Standards Board Accounting Standards Codification 852,
Reorganizations
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Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro
forma condensed consolidated balance sheet and condensed statement of consolidated operations of the Company as of and for the three months ended March 31, 2017, giving effect to (i) the Reorganization Adjustments and (ii) the
Companys application of fresh start accounting, and the unaudited pro forma condensed statement of consolidated operations of the Company for the year ended December 31, 2016, giving effect to (i) the Reorganization Adjustments,
(ii) the Companys application of fresh start accounting, (iii) the Permian Divestiture and (iv) the Rockies Divestiture, are furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
(d)
Exhibits.
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Exhibit
Number
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Description
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99.1
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Amplify Energy Corp. Unaudited Pro Forma Condensed Consolidated Financial Statements
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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.
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Dated: July 20, 2017
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AMPLIFY ENERGY CORP.
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By:
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/s/ Robert L. Stillwell, Jr.
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Name:
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Robert L. Stillwell, Jr.
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Title:
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Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Amplify Energy Corp. Unaudited Pro Forma Condensed Consolidated Financial Statements
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