Each one in plain English, with the numbers worked through for a shareholder.
6 May 2019business combination▲ GoodMajor
Midstates agreed to an all-stock merger with Amplify Energy Corp., with each Amplify share converting into 0.933 Midstates shares. Current Amplify and Midstates stockholders would each own 50% of the combined company.
Midstates signed a merger agreement with Amplify Energy on May 5, 2019, under which each Amplify share converts into 0.933 Midstates shares, leaving each side's holders with 50% of the combined company. A $4.5 million termination fee applies in certain cases, with an outside date of November 5, 2019.
Midstates amended its exit credit facility to allow dividends and share buybacks for the first time since its 2016 bankruptcy, subject to minimum liquidity and leverage tests, signaling its post-bankruptcy financial recovery.
Midstates agreed to sell substantially all of its Anadarko Basin wells and leases in Texas and Oklahoma for $58.0 million to a buyer the filing does not name, effective 1 January 2018 and expected to close by 30 May.
After emerging from bankruptcy, Midstates reaffirmed its new exit-facility borrowing base at $170 million and carved its Anadarko Basin properties out of the loan collateral to allow a future sale.
The bankruptcy court confirmed Midstates' Chapter 11 reorganization plan, which would cancel existing stock and debt and issue new common stock and warrants to creditors once the plan took effect.
On August 31, 2016, Midstates signed a Second Plan Support Agreement amendment under which the consenting first lien lenders and noteholders agreed to support the First Amended Chapter 11 Plan filed August 24, which revised distributions to second lien noteholders.
Midstates and its creditors amended their bankruptcy Plan Support Agreement to push back key case deadlines, extending the timeline toward confirming the reorganization plan.
Midstates and its operating subsidiary filed for Chapter 11 bankruptcy, having lined up a Plan Support Agreement with about 80% of first-lien lenders and 74-77% of second- and third-lien noteholders to back a pre-negotiated restructuring.
Amid its deepening financial crisis, Midstates dismissed Deloitte & Touche as its auditor; Deloitte's prior reports had flagged substantial doubt about the company's ability to continue as a going concern.
Midstates borrowed the remaining roughly $249.2 million under its credit facility for general corporate purposes, leaving cash of about $335.7 million. The NYSE also began delisting proceedings because market capitalization averaged under $15 million, and the stock moved to the OTC Pink market.
Midstates' credit facility was reaffirmed at a sharply reduced $252 million borrowing base, with lenders pre-clearing a further cut if a pending asset sale closed.
The companion registration for the other tranche of the same 2015 debt exchange: $524.1 million of 12% third-lien notes due 2020, the most deeply subordinated and highest-coupon layer of the restructured debt, swapped for registered notes on identical terms. It repeats the same going-concern warning as the second-lien prospectus filed the same day.
Midstates registered an exchange of up to $625 million of 10% second-lien notes due 2020, issued on May 21, 2015, for identical SEC-registered notes. The exchange satisfied obligations from the earlier private issue and brought no new cash.
Midstates fell further out of NYSE compliance on minimum market capitalization and stockholders' equity, triggering formal delisting procedures unless it submitted an acceptable recovery plan.
Midstates and its subsidiary signed an Eighth Amendment to their SunTrust-led credit agreement on August 5, 2015. It raised the limit on certain leases they may enter into in any twelve-month period from $2.0 million to $3.5 million.
Midstates issued $20 million more in 12% third-lien notes in exchange for existing unsecured notes, on top of the $504 million of third-lien notes already issued alongside its new second-lien notes, deepening its debt restructuring.
Amid the 2015 oil price downturn, the NYSE warned Midstates that its stock had traded below the $1.00 minimum price for 30 days, starting a six-month cure period.
As oil prices fell in early 2015, Midstates amended its credit facility ahead of a separate planned Louisiana asset sale, holding its borrowing base at $525 million but loosening a leverage covenant.
9 Dec 2014material agreement termination▼ BadMajor
Baseline Energy Resources terminated its agreement to buy Midstates' DeQuincy assets, alleging breach; Midstates disputed the claim, kept the cash-generating assets, and said it would retain Baseline's $5 million deposit.
Midstates agreed to sell its DeQuincy-area (Beauregard/Calcasieu Parish, Louisiana) acreage to Baseline Energy Resources for up to $90 million, mostly cash plus a capped royalty.
6 May 2014asset acquisition disposition▲ GoodMajor
Midstates closed the Pine Prairie sale to Tana Exploration on May 1, 2014 for about $150 million net proceeds. It reported first-quarter Adjusted EBITDA of $111.3 million, up 97% year on year, and record April production of 32,450 Boe per day.