DEFM14A: Amplify Energy Corp. Seeks Stockholder Approval for Merger with North Peak and Century Oil

Amplify Energy Corp. is holding a special meeting for stockholders to vote on a proposal to issue common stock in connection with the mergers with North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC.

Summary

• Amplify Energy Corp. is seeking stockholder approval for the issuance of 26,729,315 shares of common stock to complete mergers with North Peak Oil & Gas, LLC (NPOG) and Century Oil and Gas Sub-Holdings, LLC (COG).
• The special meeting is scheduled for April 14, 2025, and stockholders of record as of March 3, 2025, are eligible to vote.
• The mergers involve Amplify DJ Operating LLC merging with NPOG and Amplify PRB Operating LLC merging with COG, with NPOG and COG becoming wholly-owned subsidiaries of Amplify.
• Post-transaction, current Amplify stockholders are expected to own approximately 61% of the company, while Juniper Capital Advisors, L.P. (and/or its affiliates) will own approximately 39% on a fully diluted basis.
• The Board of Directors unanimously recommends voting FOR the stock issuance proposal and the adjournment proposal.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the strategic benefits of the merger and the Board's recommendation to approve the stock issuance. However, it also acknowledges potential risks and uncertainties.

Positives

• The Board of Directors believes the merger will produce benefits and cost savings.
• Houlihan Lokey delivered a fairness opinion to the Board.
• The Board of Directors unanimously recommends that stockholders vote in favor of the stock issuance proposal.

Negatives

• Current Amplify stockholders will have a reduced ownership and voting interest in Amplify after the Transactions.
• The Transactions will involve substantial costs.
• Combining the businesses of Amplify, NPOG and COG may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated synergies and other benefits of the Transactions.

Risks

• The Transactions are subject to closing conditions and may not be completed.
• The consideration payable under the Merger Agreement is fixed and will not be adjusted based on our performance.
• We will be subject to business uncertainties and contractual restrictions, including the risk of litigation, while the Transactions are pending that may cause disruption and may make it more difficult to maintain relationships with employees, suppliers or customers.
• We expect to refinance substantial indebtedness of the Acquired Companies in connection with the Transactions, which combined with our current debt may limit our financial flexibility and adversely affect our financial results.

Future Outlook

The Transactions are expected to close in the second quarter of 2025, subject to stockholder approval, regulatory approvals, and satisfaction of other customary closing conditions.

Management Comments

• The Board of Directors unanimously recommends that stockholders vote in favor of the stock issuance proposal and the adjournment proposal.

Industry Context

The announcement reflects ongoing consolidation trends in the oil and gas industry, with companies seeking to increase scale and improve operational efficiencies.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• To make a comparison, we would need to know the specific metrics of the acquired assets (production, reserves, costs) and compare them to similar companies operating in the DJ Basin and Powder River Basin.
• Some comparable companies could include: Bonanza Creek Energy, Callon Petroleum Company, and Crescent Point Energy Corp.

Management Changes

Corporate Governance

Stakeholder Impact

• Current Amplify stockholders will experience dilution of their ownership.
• Employees of Amplify and the Acquired Companies may experience uncertainty about their future roles.
• Customers, suppliers, and distributors may seek to change existing business relationships.

Next Steps

• Hold the Special Meeting of Stockholders on April 14, 2025.
• Obtain the Parent Stockholder Approval.
• Satisfy all other closing conditions outlined in the Merger Agreement.
• Complete the Mergers in the second quarter of 2025.

Key Dates

Keywords

merger, acquisition, stock issuance, Amplify Energy, North Peak Oil & Gas, Century Oil & Gas, Juniper Capital, oil and gas, proxy statement, stockholder vote