M&A - Amplify Energy Corp.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Termination

Accession Number: 000110465925039479

Filing Summary: On April 25, 2025, Amplify Energy Corp. announced the termination of its prior merger agreement with several subsidiaries and other parties. The termination was executed through a mutual agreement, rendering the merger agreement void. As part of this termination, Amplify agreed to make a cash payment of $800,000 to cover certain costs related to the merger. This decision was made effective immediately and involved mutual release from claims related to the agreement. Additionally, a press release was issued mentioning the cancellation of a special meeting for stockholders initially scheduled to discuss the merger. This report incorporates details from previous filings regarding the merger agreement and the termination.

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Form Type: PX14A6G

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000089710125000222

Filing Summary: Amplify Energy Corp. is facing shareholder opposition regarding an acquisition deal with Juniper amid declining oil and gas prices and increased risk factors. Key information points include the perception that the amended deal is worse than initially proposed, with ISS highlighting concerns over rising risks due to market conditions and a lack of confidence in projected production figures. Amplify's share price has decreased by approximately 65%, loosing around $150 million in market value. Shareholders, including Stoney Lonesome HF LP and others, are vocally against the deal. Additionally, criticism is aimed at management's handling of the situation, including failure to disclose important peer firm opinions and potential conflicts of interest due to advisor compensation structures. The document highlights the need for shareholders to reassess their votes and seriously consider the implications of the acquisition, advocating for active participation in the shareholder decision-making process.

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Form Type: PX14A6G

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000117152025000144

Filing Summary: William Langdon, Jr., a shareholder of Amplify Energy Corp., has submitted a notice of exemption related to his solicitation of votes against a proposed merger between Amplify Energy and Juniper Capital portfolio companies. The merger deal, announced on January 15, was initially valued at approximately $173 million, but as of April 17, the value of shares allocated to Juniper has decreased to $68.4 million. Langdon questions the rationale behind Juniper's willingness to accept a significant reduction in value while also offering an additional $10 million in cash for the deal to proceed. He expresses concern over Amplify's directors diluting shareholder ownership and voting power in favor of Juniper, stating that the situation suggests a deteriorating merger strategy. Langdon strongly advises shareholders to vote against both proposals related to the merger, highlighting the ongoing decline and potential risks associated with the deal.

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Form Type: PX14A6G

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000202147725000008

Filing Summary: Scott A. Larson, a beneficial owner of over 1,850,100 shares of Amplify Energy Corp, submitted a notice of exempt solicitation addressing concerns regarding Amplify's proposed merger with Juniper. This includes multiple inaccuracies in the proxy statement, Juniper's projected oil production figures, and the reliance on PV-10 valuations which may be misleading under current market conditions. Larson highlights high lending rates, production estimates, management's claims of strong cash flow, and concerns related to the merged entity's financial stability and governance. He emphasizes that the merger appears to benefit Juniper while potentially harming Amplify shareholders due to high debt ratios and undisclosed agreements favoring Juniper's management. Larson urges fellow shareholders to vote against the merger, citing the fact that Juniper's financial projections are not transparent and questioning the fairness opinion provided by Houlihan Lokey. The unfortunate decline in Amplify's market cap and stock price indicates shareholder disapproval of the merger, prompting Larson to advocate for action to protect shareholders' interests.

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Form Type: DEFA14A

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925035323

Filing Summary: Amplify Energy Corp. announced on April 16, 2025, an amendment to the Agreement and Plan of Merger previously made with Amplify DJ Operating LLC and Amplify PRB Operating LLC. This amendment increases the Original Cash Consideration for the merger from $5,000,000 to $15,000,000. The amendment was made to enhance the strength and liquidity of the merged entity. The Special Meeting for stockholders was adjourned from April 14, 2025, to April 23, 2025, to allow further participation and consideration of the merger terms. The Board continues to recommend that stockholders vote in favor of the Stock Issuance Proposal and Adjournment Proposal.

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Form Type: PX14A6G

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000089710125000216

Filing Summary: Clint Coghill, a significant shareholder in Amplify Energy Corp., expresses serious concerns regarding the proposed acquisition of Juniper. The acquisition is seen as a substantial departure from Amplify's prior strategic vision of simplifying the business through selective asset divestiture. Key financial concerns highlighted include the loss of financial flexibility, the need for immediate debt refinancing, and compliance issues with existing debt covenants. The transaction has resulted in a significant decline in Amplify's share price and creates a problematic ownership structure with Juniper potentially controlling a significant portion of the combined company. Coghill urges shareholders to reconsider the acquisition in light of current market conditions and advocates for a return to Amplify's original business simplification strategy.

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Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925035119

Filing Summary: On April 14, 2025, Amplify Energy Corp. entered into Amendment No. 1 to the Agreement and Plan of Merger with its wholly owned subsidiaries and the Acquired Companies. The Amendment increases the Original Cash Consideration from $5,000,000 to $15,000,000 to be paid prior to the closing of the merger. Key provisions of the original Merger Agreement dated January 14, 2025, remain unchanged. Additionally, the company issued a press release on April 15, 2025, detailing the Amendment and other updates related to its and Juniper’s oil and gas positions.

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Form Type: DEFA14A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925035124

Filing Summary: On April 14, 2025, Amplify Energy Corp. entered into Amendment No. 1 to the Agreement and Plan of Merger with Amplify DJ Operating LLC and Amplify PRB Operating LLC, both subsidiaries of the Company, along with North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC. This Amendment increases the Original Cash Consideration associated with the merger from $5,000,000 to $15,000,000, which is to be paid prior to the Closing of the transaction. Other material terms of the original Merger Agreement remain unchanged. Additionally, on April 15, 2025, the Company announced the entry into the Amendment and provided updates on its and Juniper’s oil and gas hedge positions and audited reserves via a press release. The Company emphasizes that all forward-looking statements about the mergers and their implications are subject to risks and uncertainties that could affect actual results.

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Form Type: PX14A6G

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000117152025000138

Filing Summary: On April 15, 2025, a notice of exemption solicitation related to Amplify Energy Corp. was issued by William Langdon, Jr., a shareholder. The notice discusses the upcoming special meeting of shareholders, initially scheduled for April 14, which has been adjourned to April 23 to allow for more proxy solicitations from stockholders. The document strongly opposes the proposed stock issuance and merger proposals, labeling them as highly dilutive and potentially harmful to existing shareholders. It highlights the significant decline in Amplify Energy's stock price, dropping 64.5% since the merger announcement, contrasting it with a mere 7.5% decline in the S&P 500 Index. Additionally, it references past criminal violations and fines against the company's management, raising concerns about their ability to manage any additional assets. The overall sentiment is a call to shareholders to vote against the proposed measures.

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Form Type: PX14A6G

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000202147725000006

Filing Summary: Amplify Energy Corp. has filed a notice of exempt solicitation regarding concerns related to an upcoming merger with Juniper's companies. The notice, issued by shareholder Scott A. Larson, raises several issues about the merger that shareholders are encouraged to consider before voting on April 14, 2025. Key points of concern include the falling value of WTC since the merger was agreed upon, outdated financial projections and limited data provided by Juniper, and doubts about Amplify's management capabilities in handling Juniper's shale assets. Larson argues that taking on Juniper's debts and high-leverage assets could jeopardize Amplify's financial stability, particularly in a declining oil price environment. He strongly urges shareholders to vote against the merger to protect their interests. The analysis is based on Amplify's proxy materials and presents several critical risks associated with the merger that warrant independent review by shareholders.

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Form Type: PX14A6G

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000202147725000004

Filing Summary: Scott A. Larson, a shareholder of Amplify Energy Corp. with 1,800,000 shares, is expressing significant concerns regarding the proposed merger with Juniper's companies, which is set to be voted on by shareholders on April 14, 2025. Larson urges shareholders to vote 'NO' on both proposals related to the merger, highlighting that Amplify's management had previously indicated intentions to simplify the business and reduce debt while focusing on more promising assets. He points out that since the announcement of the merger, Amplify's share price has dropped by 58%, citing increasing risks associated with the deal, especially given the recent decline in oil prices from $77 to $60. Larson raises issues about the financial stability of both companies, detailing factors like debt levels, asset decline rates, and compliance with debt covenants, stating that the transaction represents a solvency risk for Amplify. Additionally, he mentions the potential costs of a breakup fee and emphasizes that the current market environment is not conducive for a merger. He encourages stakeholders to conduct independent reviews of the information provided by Amplify.

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Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925032194

Filing Summary: On April 4, 2025, Amplify Energy Corp. reported significant developments regarding its merger plans. The announcement details the execution of a Merger Agreement on January 14, 2025, between Amplify Energy Corp. and multiple parties, including its wholly-owned subsidiaries and North Peak Oil & Gas, LLC, alongside Century Oil and Gas Sub-Holdings, LLC. The agreement stipulates that North Peak Oil & Gas will merge into Amplify's subsidiary, with it surviving as an indirect wholly owned subsidiary of Amplify. Likewise, Century Oil and Gas will merge into another subsidiary under the same conditions. A special meeting of stockholders is scheduled for April 14, 2025, to discuss the merger, with Amplify having filed a definitive proxy statement on March 4, 2025, to solicit votes on the merger matters. However, Amplify is facing litigation from stockholders alleging deficiencies in the disclosures provided in the definitive proxy statement. Amplify believes the allegations lack merit and is voluntarily providing additional disclosures within the 8-K to address potential concerns and avoid delays in the merger process.

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Form Type: DEFA14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925032204

Filing Summary: Amplify Energy Corp. filed additional materials related to a previously announced merger agreement on April 4, 2025. On January 14, 2025, Amplify entered into a Merger Agreement involving Amplify DJ Operating LLC and Amplify PRB Operating LLC as merger subs. Under this agreement, North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC will merge with the subsidiaries to become indirect wholly owned subsidiaries of Amplify. A definitive proxy statement was filed on March 4, 2025, for a stockholder meeting set to approve the Mergers on April 14, 2025. The document also addresses legal concerns arising from demand letters and lawsuits alleging disclosure deficiencies in the proxy materials. Amplify asserts these allegations are without merit and aims to supplement the proxy disclosures to streamline the merger process without admitting to any wrongdoing. The document includes analytical assessments of the merger's value based on market comparisons and detailed financial forecasts.

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Form Type: PX14A6G

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000117152025000080

Filing Summary: William Langdon, Jr., a shareholder of Amplify Energy Corp. since 2017, has submitted a notice of exempt solicitation to advocate for shareholders to vote against two proposals at an upcoming special meeting. Proposal No. 1 involves the issuance of 26.7 million new shares to Juniper Capital, which is viewed as detrimental to existing shareholders as it would dilute their voting power by 39% and complicate efforts for governance changes. Langdon raises concerns over Amplify's recent criminal violations related to federal and state law, including a fine and plea agreements connected to a 2021 oil spill. He also notes significant decline in share price since the merger announcement, citing a decrease of over 40%, indicative of poor market response. Proposal No. 2, concerning the adjournment of the meeting, is also opposed as it would allow management more time to secure votes for the stock issuance. Langdon encourages shareholders to reconsider their votes before the meeting.

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Form Type: DEFA14A

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925030542

Filing Summary: On April 1, 2025, Amplify Energy Corp. announced that Institutional Shareholder Services (ISS) has recommended shareholders to vote 'FOR' the Company’s proposed acquisition of assets from Juniper Capital’s upstream Rocky Mountain portfolio companies. The Board of Directors emphasized that ISS's endorsement affirms the merger's potential for growth and shareholder value. ISS concluded that the proposed transaction offers better prospects than a standalone scenario. Key benefits include a projected increase in 2025 free cash flow per share from $0.50 to over $0.70, and total proved reserve value expected to rise from $688 million to approximately $1.3 billion. The merger aims to enhance financial strength, diversify assets, create operational efficiencies, and unlock significant operating synergies, including a 40% increase in pro-forma adjusted EBITDA per BOE and over a 20% reduction in G&A per BOE. A Special Meeting of Shareholders to deliberated on the merger proposals is set for April 14, 2025. The Company highlights the strategic importance of this acquisition in maximizing shareholder value and optimizing operational flexibility.

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Form Type: PX14A6G

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000117152025000067

Filing Summary: Amplify Energy Corp. is responding to concerns regarding Proposal Nos. 1 and 2 for a forthcoming special meeting of shareholders. Proposal No. 1, the Stock Issuance Proposal, is contested as it would dilute shareholder ownership and voting power by 39%, potentially granting Juniper Capital effective control of the company and complicating governance changes. This proposal would also lead to an additional $133 million in debt, which could prevent the company from paying dividends or returning capital to shareholders. The company previously pleaded guilty to federal Clean Water Act violations related to a 2021 oil spill, incurring substantial fines and penalties. AMPY's stock price has dropped over 40% since the merger announcement on January 15, 2025, suggesting negative market sentiment about the merger. Proposal No. 2, the Adjournment Proposal, is also advised against, as it may extend management’s ability to favorably sway shareholder votes for the Stock Issuance Proposal. Shareholders are urged to vote against both proposals in light of these factors.

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Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000155837025002259

Filing Summary: On March 5, 2025, Amplify Energy Corp. reported its financial and operating results for the fourth quarter ended December 31, 2024, as well as guidance for fiscal year 2025. Importantly, the company is currently involved in a proposed merger involving Amplify DJ Operating LLC and Amplify PRB Operating LLC merging with North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC. The definitive proxy statement related to this merger will be sent to stockholders. Investors are advised to read the proxy statement and relevant materials to gain comprehensive insights into the merger details, associated risks, and any required actions.

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Form Type: DEFM14A

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925020037

Filing Summary: Amplify Energy Corp. is holding a special meeting of stockholders on April 14, 2025, to discuss the proposed merger transactions involving Amplify DJ Operating LLC and Amplify PRB Operating LLC, both subsidiaries of Amplify, and the acquisition of North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC. The shareholders will vote on two main proposals: the Stock Issuance Proposal to approve the issuance of approximately 26.7 million shares of common stock in connection with the mergers, and the Adjournment Proposal if necessary due to insufficient votes. The merger would result in current shareholders retaining roughly 61% ownership of Amplify, while Juniper Capital Advisors and affiliates would own about 39%. Projections suggest this merger is advantageous and aligns with the best interests of shareholders, though management noted potential conflicts of interest due to their stakes in the transaction. Prior shareholder approval is critical to consummate these transactions, as mandated by NYSE regulations to ensure the financial and structural stability of Amplify post-merger. The document includes risk factors relating to the merger, and shareholders are advised to read all materials carefully before voting.

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Form Type: 425

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003758

Filing Summary: On January 14, 2025, Amplify Energy Corp entered into a Merger Agreement with Amplify DJ Operating LLC and Amplify PRB Operating LLC as First and Second Merger Subs respectively, and North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC as Acquired Companies. The agreement entails a merger where North Peak Oil & Gas will merge with First Merger Sub resulting in it becoming a wholly owned subsidiary of Amplify, and Century Oil and Gas will merge with Second Merger Sub. Upon completion, shareholders will receive a total of 26,729,315 shares of Amplify's common stock as part of the aggregate merger consideration. The Board unanimously recommended the merger to stockholders, noting that existing shareholders are projected to hold approximately 61% of the combined entity post-merger. Closing is subject to customary conditions including stockholder approval and necessary consents. The agreement also details termination rights and financial arrangements related to potential competing offers, along with new governance structures post-closing. Stockholder agreements and monitoring agreements concerning board nominations and business management were also established as part of the deal.

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Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003753

Filing Summary: On January 14, 2025, Amplify Energy Corp. entered into a Merger Agreement with Amplify DJ Operating LLC, Amplify PRB Operating LLC, North Peak Oil & Gas, LLC, and Century Oil and Gas Sub-Holdings, LLC. The agreement outlines a transaction where NPOG will merge into First Merger Sub and COG will merge into Second Merger Sub, resulting in both NPOG and COG becoming wholly owned subsidiaries of Amplify. The transaction includes the issuance of 26,729,315 shares of Amplify’s common stock as merger consideration. The Board of Amplify approved the transaction and directed submission to shareholders for approval at a special meeting. Governance changes will occur post-merger, including a new Board structure. Various customary conditions and rights regarding termination, solicitation of proposals, registration rights for stocks post-transaction, and management agreements have been outlined. Amplify will issue a press release on January 15, 2025, about the execution of the Merger Agreement and related transactions. The merger is expected to create a combined entity with existing stockholders of Amplify holding approximately 61% and the acquired companies holding 39% of the equity after the deal closes.

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