Item 7.01
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Regulation FD Disclosure.
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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 was 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 Exchange Act).
On
July 31, 2017, the Debtors filed their quarterly disbursements report, which included financial information as of June 30, 2017 and for the period covering April 1, 2017 through June 30, 2017 (the Quarterly Operating
Report) with the Court. The Quarterly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information
contained in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of
the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth
by specific reference in such a filing.
Cautionary Note Regarding the Quarterly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Quarterly Operating Report, which was
not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Quarterly Operating Report is limited in scope, covers limited time periods, and has been prepared solely for the
purpose of complying with the quarterly reporting requirements of the Court. The Quarterly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with U.S. generally accepted accounting principles, is
in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Companys securities, the Quarterly
Operating Report is complete. The Quarterly Operating Report also contains information for a period which is shorter and otherwise different from those required in the Companys periodic reports pursuant to the Exchange Act, and such
information might not be indicative of the Companys financial condition or operating results for a period that would be reflected in the Companys financial statements or in its reports pursuant to the Exchange Act. Information set forth
in the Quarterly Operating Report should not be viewed as indicative of future results.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on
Form 8-K, including
the exhibit hereto, includes forward-looking
statements. All statements, other than statements of historical facts, 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 will, would, should, could, expect, anticipate, plan,
project, intend, estimate, believe, target, continue, potential, the negative of such terms or other comparable terminology are intended to identify forward-looking
statements. These statements include, but are not limited to, statements about financial restructuring or strategic alternatives and the Companys expectations of plans, goals, strategies (including measures to implement strategies), objectives
and anticipated results with respect thereto. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate in the circumstances, but such assumptions may prove to be inaccurate. Such statements are also subject to a number of risks and
uncertainties, many of which are beyond the control of the Company, which may cause the Companys actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks and uncertainties
relating to, among other things: the ability to improve the Companys financial results and profitability following its emergence from bankruptcy; the Companys efforts to reduce leverage; the Companys level of indebtedness,
including its ability to satisfy its debt obligations; the Companys ability to generate sufficient cash flow to make payments on its obligations and to execute its business plan; the Companys ability to maintain relationships with
suppliers, customers, employees and other third parties following its emergence from bankruptcy; continued low or further declining commodity prices and demand for oil, natural gas and natural gas liquids; the Companys ability to access funds
on acceptable terms, if at all, because of the terms and conditions governing the Companys indebtedness or otherwise; and changes in commodity prices and hedge positions and the risk that the Companys hedging strategy may be ineffective
or may reduce its income. Please read the Companys filings with the SEC, including Risk Factors in the Companys Annual Report on
Form 10-K, and
if applicable, the
Companys Quarterly Reports on
Form 10-Q and
Current Reports on
Form 8-K, which
are available on the Companys Investor Relations website
at http://investor.amplifyenergy.com/ or on the SECs website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on
Form 8-K. All
forward-looking statements in this Current Report on
Form 8-K are
qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking
statements, whether as a result of new information, future results or otherwise.