This Tender Offer Statement on Schedule TO relates to the offer by Amplify Energy Corp., a Delaware corporation (“Amplify” or the “Company”), to purchase for cash up to 2,916,667 shares of its common stock, par value $0.0001 per share (the “Shares”), at a fixed price of $12.00 per Share, upon the terms and subject to the conditions described in the Offer to Purchase, dated November 19, 2018 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in 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 “Tender Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is being filed in accordance with Rule13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.
Item 1. Summary Term Sheet.
The information under the heading “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Amplify Energy Corp. The address and telephone number of the issuer’s principal executive offices are 500 Dallas Street, Suite 1700, Houston, Texas, 77002, (713)490-8900.
(b) The subject securities are Shares of Amplify Energy Corp. As of November 16, 2018, there were 25,072,856 Shares issued and outstanding.
(c) Information about the trading market and price of the Shares set forth in the Offer to Purchase under the heading “Section 8—Price Range of Shares; Dividends” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The filing person to which this Schedule TO relates is Amplify Energy Corp. The address and telephone number of the Company is set forth under Item 2(a) above.
The names, business addresses and business telephone numbers of the directors, executive officers and controlling persons of the Company are as set forth in the Offer to Purchase under the heading “Section 11—Interests of the Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The material terms of the transaction set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Section 1—Number of Shares; Purchase Price; Proration,” “Section 3—Procedures for Tendering Shares,” “Section 4—Withdrawal Rights,” “Section 5—Purchase of Shares and Payment of Purchase Price,” “Section 6—Conditional Tender of Shares,” “Section 7—Conditions of the Tender Offer,” “Section 9—Source and Amount of Funds,” “Section 12—Effects of the Offer on the Market for Shares; Registration under the Exchange Act,” “Section 14—Certain U.S. Federal Income Tax Consequences” and “Section 15—Extension of the Tender Offer; Termination; Amendment” are incorporated herein by reference.
(b) Information regarding purchases from officers, directors and affiliates of the Company set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 11—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
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