Exhibit (a)(1)(D)
AMPLIFY ENERGY CORP.
Offer to Purchase for Cash
up to 2,916,667 Shares of its Common Stock
at a Purchase Price of $12.00 per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 17, 2018
UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”).
November 19, 2018
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Amplify Energy Corp., a Delaware corporation (the “Company”), to act as Information Agent in connection with the Company’s offer to purchase for cash up to 2,916,667 shares of its common stock, par value $0.0001 per share (the “shares”), at a price of $12.00 per share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 19, 2018 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee.
For your information, and for forwarding to those of your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:
| 1. | Offer to Purchase, dated November 19, 2018; |
| 2. | Letter of Transmittal (including the FormW-9), for your use in accepting the Offer and tendering shares of, and for the information of, your clients; |
| 3. | A form of letter that may be sent to your clients for whose accounts you hold shares registered in your name or in the name of a nominee, with an Instruction Form provided for obtaining such client’s instructions with regard to the Offer; |
| 4. | Notice of Guaranteed Delivery with respect to shares, to be used to accept the Offer if certificates representing your clients’ shares are not immediately available or cannot be delivered to you to be further delivered to the Depositary prior to the Expiration Time (or the procedures for book-entry transfer cannot be completed on a timely basis), or if time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal, to reach the Depositary prior to the Expiration Time; and |
| 5. | Return envelope addressed to American Stock Transfer & Trust Company, LLC, as the Depositary. |
The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of terms and conditions. See Section 7 of the Offer to Purchase. Please see Section 14 of the Offer to Purchase for a summary of material United States federal income tax consequences to stockholders of an exchange of shares for cash pursuant to the Offer, including with respect to withholding requirements.
Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the Offer, proration period and withdrawal rights will expire at 11:59 p.m., New York City time, on Monday, December 17, 2018, unless the Offer is extended or terminated. Under no circumstances will interest be paid on the purchase price of the shares regardless of any extension of, or amendment to, the Offer or any delay in paying for such shares.