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Table of Contents

As filed with the Securities and Exchange Commission on June 6, 2019

No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



MIDSTATES PETROLEUM COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  1311
(Primary Standard Industrial
Classification Code Number)
  45-3691816
(I.R.S. Employer
Identification No.)

321 South Boston Avenue, Suite 1000
Tulsa, Oklahoma 74103
(918) 947-8550

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Scott C. Weatherholt
Executive Vice President—General Counsel
& Corporate Secretary
Executive Vice President—Land
321 South Boston, Suite 1000
Tulsa, Oklahoma 74103
(918) 947-8550

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies of all communications, including communications sent to agent for service, should be sent to:

Ryan J. Maierson
William N. Finnegan IV
Latham & Watkins LLP
811 Main St Suite 3700
Houston, Texas 77002
(713) 546-5400

 

Martyn Willsher
Senior Vice President and
Chief Financial Officer
Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
(713) 490-8900

 

Matthew R. Pacey
Brooks W. Antweil
Kirkland & Ellis LLP
609 Main Street, 47th Floor
Houston, Texas 77002
(713) 836-3600

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described in the joint proxy statement/prospectus contained herein.

            If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

            If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o   Smaller reporting company ý

Emerging Growth company o

            If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered

  Proposed maximum
offering price per
unit

  Proposed maximum
aggregate offering
price(1)

  Amount of
registration fee

 

Common Stock, par value $0.01 per share

  23,682,023(1)   N/A   $154,834,232(2)   $18,766(3)

 

(1)
Represents the estimated maximum number of shares of common stock, par value $0.01 per share, of the registrant ("Midstates common stock") to be issued upon completion of the merger and is based upon the product of (i) an exchange ratio in the merger of 0.933 multiplied by (ii) 25,382,661 shares of common stock, par value $0.0001 per share, of Amplify Energy Corp. ("Amplify common stock"), which is the sum of (x) 22,293,841 shares of Amplify common stock outstanding as of May 31, 2019, (y) 914,907 shares of Amplify common stock associated with outstanding stock-based equity awards (including outstanding Amplify restricted stock unit awards) and (z) 2,173,913 shares of Amplify common stock issuable upon the exercise of outstanding Amplify warrants.

(2)
Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) $6.10 (the average of the high and low prices of Amplify common stock as quoted on the OTCQX U.S. Premier marketplace on May 31, 2019) and (ii) 25,382,661 (the estimated maximum number of shares of Amplify common stock that may be exchanged for the merger consideration).

(3)
Computed in accordance with Rule 457(f) under the Securities Act to be $18,766, which is equal to .0001212 multiplied by the proposed maximum aggregate offering price of $154,834,232.



            The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in the accompanying joint proxy statement/prospectus is not complete and may be changed. Midstates Petroleum Company, Inc. has filed a registration statement on Form S-4, relating to shares of its common stock, of which the accompanying joint proxy statement/prospectus forms a part. Midstates Petroleum Company, Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The accompanying joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 6, 2019

LOGO   LOGO

MERGER PROPOSED—YOUR VOTE IS IMPORTANT

Dear Stockholders of Midstates Petroleum Company, Inc. and Stockholders of Amplify Energy Corp.:

           On May 5, 2019, Amplify Energy Corp. ("Amplify"), Midstates Petroleum Company, Inc. ("Midstates") and Midstates Holdings, Inc., a wholly owned subsidiary of Midstates ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement"), pursuant to which (i) Merger Sub will merge with and into Amplify, with Amplify surviving the merger as a wholly owned subsidiary of Midstates (the "merger") and (ii) immediately thereafter, as part of the same transaction, Amplify will merge with and into a wholly owned subsidiary of Midstates, with such subsidiary continuing as the surviving entity (the "second merger"). Midstates and Amplify believe that the merger achieves benefits of scale by combining two proved developed producing reserves-weighted independent producers. Following completion of the merger, the combined company will be renamed Amplify Energy Corp. and will be headquartered in Houston, Texas. The combined company will trade on the New York Stock Exchange (the "NYSE") under the symbol "AMPY."

           As described in more detail below, in connection with the merger and subject to the terms and conditions of the merger agreement, Midstates will issue shares of common stock to current Amplify stockholders. Under the rules of the NYSE, Midstates is required to obtain stockholder approval of the stock issuance. Accordingly, Midstates will hold its annual meeting of stockholders in connection with the merger. At the Midstates annual meeting, Midstates stockholders will be asked to (i) vote on a proposal to approve the issuance of Midstates common stock to current Amplify stockholders pursuant to the merger agreement (the "stock issuance proposal"), (ii) approve the election of eight directors to serve until the next annual meeting of Midstates or until their successors are duly elected or appointed and qualified, provided, however, that, if the merger is completed, the Midstates board will be reconstituted as described in the accompanying joint proxy statement/prospectus, (iii) approve, on a non-binding advisory basis, the compensation of its named executive officers, (iv) ratify the appointment of Grant Thornton LLP as Midstates' independent registered public accountants for 2019 and (v) approve the adjournment of the Midstates annual meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the Midstates annual meeting to approve the stock issuance proposal. Approval of the stock issuance proposal will require the affirmative vote of a majority of votes cast by Midstates stockholders entitled to vote thereon and present in person or represented by proxy at the Midstates annual meeting. Approval of all other proposals will require the affirmative vote of the holders of a majority of the shares of Midstates common stock present in person or represented by proxy and entitled to vote thereon at the Midstates annual meeting.

           In connection with the execution of the merger agreement, on May 5, 2019, affiliates of Fir Tree Capital Management, LP, and Avenue Energy Opportunities Fund, L.P. entered into Voting and Support Agreements (which we refer to as the "Amplify voting agreements") with Amplify. The Midstates stockholders that executed Amplify voting agreements have agreed to vote or cause to be voted all shares of Midstates common stock held by them in favor of the stock issuance and against alternative transactions. As of the date of this joint proxy statement/prospectus, the Midstates stockholders that executed Amplify voting agreements, collectively, hold and are entitled to vote in the aggregate approximately 35.5% of the issued and outstanding shares of Midstates common stock entitled to vote at the Midstates annual meeting.

           The Midstates annual meeting will be held on                    , 2019 at the offices of Latham & Watkins, LLP, located at 811 Main St., Suite 3700, Houston Texas, 77002, at                    local time. The disinterested members of the Midstates board unanimously recommend that Midstates stockholders vote "FOR" the stock issuance proposal, "FOR" the election of directors proposal, "FOR" the executive compensation proposal, "FOR" the auditor ratification proposal and "FOR" the Midstates adjournment proposal.

           In addition, under the laws of the State of Delaware and Amplify's bylaws, Amplify is required to obtain stockholder approval of the adoption of the merger agreement. Accordingly, Amplify will hold a special meeting of stockholders to vote on the adoption of the merger agreement. Approval of the merger agreement proposal will require the affirmative vote of the holders of a majority of the issued and outstanding shares of Amplify common stock entitled to vote thereon. At the Amplify special meeting, Amplify stockholders will also vote on proposals to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Amplify's named executive officers in connection with the merger, which is not a condition to the merger, and the adjournment of the Amplify special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the Amplify special meeting to adopt the merger agreement. Approval of each of these proposals will require the affirmative vote of a majority of votes cast by Amplify stockholders entitled to vote thereon and present in person or represented by proxy at the Amplify special meeting.

           In connection with the execution of the merger agreement, on May 5, 2019, affiliates of Fir Tree Capital Management LP, Brigade Capital Management, LP, Trust Asset Management LLC (as investment advisor to Axys Capital Income Fund, LLC) and Cross Sound Management LLC entered into Voting and Support Agreements (which we refer to as the "Midstates voting agreements") with Midstates. The Amplify stockholders that executed Midstates voting agreements have agreed to vote or cause to be voted all shares of Amplify common stock held by them in favor of the adoption of the merger and against alternative transactions. As of the date of this joint proxy statement/prospectus, the Amplify stockholders that executed Midstates voting agreements, collectively, hold and are entitled to vote in the aggregate approximately 58.3% of the issued and outstanding shares of Amplify common stock entitled to vote at the Amplify special meeting. Accordingly, as long as there is not an Amplify recommendation change with respect to the merger agreement proposal, approval of the merger agreement proposal at the Amplify special meeting is assured.

           The Amplify special meeting will be held on                    , 2019 at                    , at                    local time. The disinterested members of the Amplify board of directors unanimously recommend that Amplify stockholders vote "FOR" the merger agreement proposal, "FOR" the advisory compensation proposal and "FOR" the Amplify adjournment proposal.

           In connection with the merger and subject to the terms and conditions of the merger agreement, each outstanding share of Amplify common stock (with certain exceptions described in the accompanying joint proxy statement/prospectus) will convert into the right to receive 0.933 shares of Midstates common stock (the "exchange ratio"). Immediately following the effective time of the merger, current Midstates stockholders, collectively, and current Amplify stockholders, collectively, are expected to each own approximately 50% of the outstanding common stock of the combined company. Because the exchange ratio is fixed as set forth in the merger agreement, the market value of the shares of Midstates common stock that Amplify stockholders will receive will fluctuate with the share price of Midstates common stock and will not be known at the time Midstates stockholders vote on the stock issuance or at the time Amplify stockholders vote on the adoption of the merger agreement. Based on the closing price of Midstates common stock on the NYSE on May 3, 2019, the last trading day before the public announcement of the entry into the merger agreement, the exchange ratio represented approximately $11.96 in value of consideration per share for each outstanding share of Amplify common stock. Based on the closing price of Midstates common stock on the NYSE on                    , 2019, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $            per share for each outstanding share of Amplify common stock. Midstates and Amplify urge you to obtain current market quotations for Midstates common stock, which is traded on the NYSE under the stock symbol "MPO," and Amplify common stock, which is quoted on the OTCQX marketplace under the stock symbol "AMPY."

           The obligations of Midstates and Amplify to complete the merger are subject to the satisfaction or waiver of a number of conditions set forth in the merger agreement, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the merger, the stock issuance, the Midstates annual meeting, the Amplify special meeting and other related matters. The accompanying joint proxy statement/prospectus also contains or incorporates by reference other information about Midstates and Amplify.

           The merger involves risks. Midstates and Amplify urge you to carefully read the accompanying joint proxy statement/prospectus in its entirety, including "Risk Factors," beginning on page 15, for a discussion of the risks relating to the merger. You can also obtain information about Midstates and Amplify from documents that each has filed with the Securities and Exchange Commission.

Sincerely,    

Kenneth Mariani
President, Chief Executive Officer and Director
Amplify Energy Corp.

 

David J. Sambrooks
President, Chief Executive Officer and Director
Midstates Petroleum Company, Inc.

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger described in the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

           The accompanying joint proxy statement/prospectus is dated                    , 2019 and is first being mailed to stockholders of record of Midstates and stockholders of record of Amplify on or about                    , 2019.


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LOGO

MIDSTATES PETROLEUM COMPANY, INC.
321 South Boston Avenue, Suite 1000
Tulsa, Oklahoma 74103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON                    , 2019

        This is a notice that the 2019 Annual Meeting of Stockholders of Midstates Petroleum Company, Inc. ("Midstates") will be held at the offices of Latham & Watkins, LLP, located at 811 Main St., Suite 3700, Houston Texas, 77002, at                Central Time (the "Midstates annual meeting"). The Midstates annual meeting is being held to:

        Other sections of the joint proxy statement/prospectus of which this notice is a part describe the proposals listed above in more detail, as well as other matters contemplated in connection with the proposed merger. Before voting, please carefully read the joint proxy statement/prospectus in its entirety, including the merger agreement and all other annexes and documents incorporated by reference, for further information relevant to the business to be transacted at the Midstates annual meeting.

        The Midstates board of directors (the "Midstates board") has (i) determined that the merger agreement and the transactions contemplated thereby, including the merger and the issuance of Midstates common stock (the "stock issuance"), are in the best interests of, and advisable to, Midstates and its stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, (iii) approved the execution, delivery and performance by Midstates of the merger agreement, including the merger and the stock issuance, upon the terms and subject to the conditions contained therein, (iv) directed that the stock issuance required under the terms of the merger agreement be submitted to the holders of Midstates common stock for approval at the Midstates annual meeting and (v) resolved to recommend that the holders of Midstates common stock approve the stock issuance.


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        The disinterested members of the Midstates board unanimously recommend that Midstates stockholders vote "FOR" the stock issuance proposal, "FOR" the election of directors proposal, "FOR" the executive compensation proposal, "FOR" the auditor ratification proposal and "FOR" the Midstates adjournment proposal.

        The Midstates board has fixed                    , 2019 as the record date for determination of Midstates stockholders entitled to receive notice of, and to vote at, the Midstates annual meeting or any adjournments or postponements thereof. Only holders of record of Midstates common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Midstates annual meeting.

        A complete list of registered Midstates stockholders entitled to vote at the Midstates annual meeting will be available for inspection at the principal place of business of Midstates at 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103, during regular business hours for a period of no less than ten days before the Midstates annual meeting and at the place of the Midstates annual meeting during the meeting.

        YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN. The merger between Midstates and Amplify cannot be completed without the approval of the stock issuance proposal by the affirmative vote of a majority of votes cast by Midstates stockholders entitled to vote thereon and present in person or represented by proxy at the Midstates annual meeting.

        Regardless of whether you expect to attend the Midstates annual meeting in person, we urge you to submit a proxy to have your shares voted as promptly as possible by either: (i) logging onto the website shown on your proxy card and following the instructions to vote online; (ii) dialing the toll-free number shown on your proxy card and following the instructions to vote by phone; or (iii) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Midstates annual meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the plan trustee or administrator, or such broker, bank or other nominee, as appropriate.

        If you have any questions concerning the merger or the other transactions contemplated by the merger agreement or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your shares of Midstates common stock, please contact Midstates' proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Email: mpo@dfking.com
Stockholders may call toll free: (800) 761-6523
Banks and Brokers may call collect: (212) 269-5550

  By order of the Board of Directors of
Midstates Petroleum Company, Inc.

 

David J. Sambrooks
President, Chief Executive Officer and Director


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LOGO

AMPLIFY ENERGY CORP.
500 Dallas Street, Suite 1700
Houston, Texas 77002

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON                    , 2019

        This is a notice that a special meeting of stockholders (the "Amplify special meeting") of Amplify Energy Corp. ("Amplify") will be held on                    , 2019 at                , at                local time. This special meeting is being held to:

        Other sections of the joint proxy statement/prospectus describe the proposals listed above in more detail, as well as other matters contemplated in connection with the proposed merger. Before voting, please carefully read the joint proxy statement/prospectus in its entirety, including the merger agreement and all other annexes and including documents incorporated by reference, for further information relevant to the business to be transacted at the Amplify special meeting. In particular, see "The Merger," beginning on page 93, for a description of the transactions contemplated by the merger agreement, and "Risk Factors," beginning on page 15, for an explanation of the risks associated with the merger and the other transactions contemplated by the merger agreement.

        Amplify's board of directors (the "Amplify board") has (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to, and in the best interests of Amplify and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approved the execution and delivery by Amplify of the merger agreement, the performance by Amplify of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions contained therein, (iv) directed that the merger agreement be submitted to holders of Amplify common stock at the Amplify special meeting to approve its adoption and (v) resolved to recommend that the holders of Amplify common stock approve the adoption of the merger agreement.

        The disinterested members of the Amplify board unanimously recommend that Amplify stockholders vote "FOR" the merger agreement proposal, "FOR" the advisory compensation proposal and "FOR" the Amplify adjournment proposal.


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        The Amplify board has fixed                    , 2019 as the record date for determination of Amplify stockholders entitled to receive notice of, and to vote at, the Amplify special meeting or any adjournments or postponements thereof. Only Amplify stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Amplify special meeting.

        A complete list of registered Amplify stockholders entitled to vote at the Amplify special meeting will be available for inspection at the principal place of business of Amplify at 500 Dallas Street, Suite 1700, Houston, Texas 77002, during regular business hours for a period of no less than ten days before the Amplify special meeting and at the place of the Amplify special meeting during the meeting.

        YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN. The merger between Midstates and Amplify cannot be completed without the adoption of the merger agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Amplify common stock entitled to vote thereon.

        Regardless of whether you expect to attend the Amplify special meeting in person, we urge you to submit a proxy to have your shares voted as promptly as possible by either: (i) logging onto the website shown on your proxy card and following the instructions to vote online; (ii) dialing the toll-free number shown on your proxy card and following the instructions to vote by phone; or (iii) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Amplify special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the plan trustee or administrator, or such broker, bank or other nominee, as appropriate.

        If you have any questions concerning the merger or the other transactions contemplated by the merger agreement or the accompanying joint proxy statement/prospectus or would like additional copies, please contact Amplify's independent agent:

Broadridge Financial Solutions, Inc.
51 Mercedes Way
Edgewood, NY 11717

  By order of the Board of Directors of
Amplify Energy Corp.

 

Eric M. Willis
Vice President and General Counsel


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ADDITIONAL INFORMATION

        Each of Midstates Petroleum Company, Inc. ("Midstates") and Amplify Energy Corp. ("Amplify") files annual, quarterly and current reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the "SEC"). You may read and copy any materials that Midstates or Amplify files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington D.C. 20549. Please call the SEC at (800) 732-0330 for further information on the Public Reference Room. In addition, Midstates and Amplify file reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You can also obtain these documents, free of charge, from Midstates at https://ir.midstatespetroleum.com/sec-filings and from Amplify at http://investor.amplifyenergy.com/financial-information/sec-filings. The information contained on, or that may be accessed through, the respective websites of Midstates and Amplify is not incorporated by reference into, and is not a part of, this joint proxy statement/prospectus.

        Midstates has filed a registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits in the SEC's reading room at the address set forth above or at the SEC's website mentioned above. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement. This joint proxy statement/prospectus incorporates important business and financial information about Midstates and Amplify from documents that are not attached to this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus, including copies of financial statements and management's discussion and analysis, free of charge by requesting them in writing or by telephone from the appropriate company or from Midstates' proxy solicitor at the following addresses and telephone numbers:

For Midstates stockholders:   For Amplify Stockholders:

Midstates Petroleum Company, Inc.
321 South Boston, Suite 1000
Tulsa, Oklahoma 74103
(918) 947-4614
Attention: Investor Relations

 

Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
(713) 588-8346
Attention: Corporate Secretary

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Email: mpo@dfking.com
Stockholders may call toll free: (800) 761-6523
Banks and Brokers may call collect: (212) 269-5550

 

 

        If you would like to request any documents, please do so by                    , 2019, which is five (5) business days prior to the date of the Midstates annual meeting and the Amplify special meeting, in order to receive them before the Midstates annual meeting or the Amplify special meeting, as applicable.

        For a more detailed description of the information that is incorporated by reference into this joint proxy statement/prospectus and how you may obtain it, see "Where You Can Find More Information," beginning on page 225.


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        Midstates has filed a registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part. This joint proxy statement/prospectus constitutes:

        You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated                    , 2019 and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this joint proxy statement/prospectus is only accurate as of the date of such information.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction where any such offer or solicitation is not permitted. Information contained in this joint proxy statement/prospectus regarding Midstates has been provided by Midstates and information contained in this joint proxy statement/prospectus regarding Amplify has been provided by Amplify.


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TABLE OF CONTENTS

QUESTIONS AND ANSWERS

    iii  

SUMMARY

    1  

RISK FACTORS

    15  

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

    21  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDSTATES

    23  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMPLIFY

    26  

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL DATA

    29  

UNAUDITED COMPARATIVE PER SHARE INFORMATION

    30  

UNAUDITED PRO FORMA OIL, NATURAL GAS AND NGL RESERVE INFORMATION

    31  

MARKET PRICE AND DIVIDEND INFORMATION

    32  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

    33  

INFORMATION ABOUT THE PARTIES

    34  

MIDSTATES ANNUAL MEETING

    35  

MATTERS TO BE PRESENTED TO THE MIDSTATES STOCKHOLDERS

    42  

PROPOSAL ONE STOCK ISSUANCE

    42  

PROPOSAL TWO ELECTION OF DIRECTORS

    43  

DIRECTORS AND EXECUTIVE OFFICERS

    44  

MEETINGS AND COMMITTEES OF DIRECTORS

    47  

EXECUTIVE COMPENSATION AND OTHER INFORMATION

    49  

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    52  

EMPLOYMENT AGREEMENTS

    56  

EXECUTIVE COMPENSATION

    61  

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    62  

DIRECTOR COMPENSATION

    69  

PROPOSAL THREE NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION OF MIDSTATES' NAMED EXECUTIVE OFFICERS

    71  

AUDIT COMMITTEE REPORT

    73  

CORPORATE GOVERNANCE

    74  

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    77  

TRANSACTIONS WITH RELATED PERSONS

    77  

PROPOSAL FOUR RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

    80  

PROPOSAL FIVE THE MIDSTATES ADJOURNMENT PROPOSAL

    82  

STOCKHOLDER PROPOSALS; IDENTIFICATION OF DIRECTOR CANDIDATES

    83  

SOLICITATION OF PROXIES

    84  

STOCKHOLDER LIST

    84  

STOCKHOLDERS SHARING AN ADDRESS

    84  

PROXY MATERIALS ANNUAL REPORT AND OTHER INFORMATION

    85  

AMPLIFY SPECIAL MEETING

    86  

THE MERGER

    93  

THE MERGER AGREEMENT

    162  

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

    181  

DESCRIPTION OF MIDSTATES CAPITAL STOCK

    196  

COMPARISON OF RIGHTS OF COMMON STOCKHOLDERS OF MIDSTATES AND COMMON STOCKHOLDERS OF AMPLIFY

    199  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF MIDSTATES

    215  

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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF AMPLIFY

    218  

LEGAL MATTERS

    222  

EXPERTS

    222  

STOCKHOLDER PROPOSALS

    223  

HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

    224  

WHERE YOU CAN FIND MORE INFORMATION

    225  

ANNEX A—MERGER AGREEMENT

    A-1  

ANNEX B—OPINION OF MIDSTATES' FINANCIAL ADVISOR

    B-1  

ANNEX C—OPINION OF AMPLIFY'S FINANCIAL ADVISOR

    C-1  

ANNEX D—SECTION 262 OF THE DGCL

    D-1  

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QUESTIONS AND ANSWERS

        The following provides answers to some questions that you, as either a stockholder of Midstates or a stockholder of Amplify, may have regarding the merger. However, this section provides only summary information. Accordingly, Midstates and Amplify urge you to carefully read the remainder of this joint proxy statement/prospectus, the merger agreement and all other annexes, and any documents incorporated by reference.

Q:
Why am I receiving this document?

A:
Amplify, Midstates and Merger Sub have entered into an Agreement and Plan of Merger, dated as of May 5, 2019 (as may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into Amplify, with Amplify surviving the merger as a direct wholly owned subsidiary of Midstates. The merger agreement is described in more detail in this joint proxy statement/prospectus under the caption "The Merger Agreement," starting at page 162.

In order for Midstates and Amplify to complete the merger, Midstates stockholders must approve the proposal to issue shares of Midstates common stock (such issuance, the "stock issuance") to Amplify stockholders pursuant to the merger agreement (the "stock issuance proposal") and Amplify stockholders must approve the proposal to adopt the merger agreement (the "merger agreement proposal"), along with all other conditions to the merger either being satisfied or waived.

This joint proxy statement/prospectus serves as the proxy statement through which Midstates and Amplify will solicit proxies to obtain the necessary stockholder approvals for the merger. It also serves as the prospectus by which Midstates will issue shares of its common stock as consideration in the merger.

This joint proxy statement/prospectus, which you should carefully read in its entirety, contains important information about the merger, the stock issuance and other matters.

Q:
What am I being asked to vote on?

A:
Midstates:    If you are a holder of Midstates common stock, you are being asked to approve (i) the stock issuance proposal described above, (ii) the election of eight directors (the "election of directors proposal") to serve until the next annual meeting of Midstates or until the merger is complete, whereupon the Midstates board will be reconstituted as described in this joint proxy statement/prospectus, (iii) on a non-binding advisory basis, the compensation of Midstates' named executive officers (the "executive compensation proposal"), (iv) the ratification of appointment of Grant Thornton LLP as Midstates' independent registered public accountants for 2019 and (v) the adjournment of the Midstates annual meeting, if necessary or appropriate, to solicit additional proxies, if there are not sufficient votes cast at the Midstates annual meeting, to approve the stock issuance proposal (the "Midstates adjournment proposal").

Amplify:    If you are a holder of Amplify common stock, you are being asked to approve (i) the merger agreement proposal, (ii) on an advisory (non-binding) basis, the compensation that may be paid or become payable to Amplify's named executive officers in connection with the merger (the "advisory compensation proposal") and (iii) the adjournment of the Amplify special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the Amplify special meeting to approve the merger agreement proposal (the "Amplify adjournment proposal"). Pursuant to the voting agreements, certain stockholders of Amplify have committed to vote their shares of Amplify common stock representing approximately 58.3% of the total voting power of the issued and outstanding shares of Amplify common stock as of May 31, 2019 in favor of the merger agreement proposal and the Amplify adjournment proposal. Accordingly, as long as

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Q:
What will happen in the merger?

A:
The Merger Agreement sets forth the terms and conditions of the proposed business combination of Midstates and Amplify. Under the Merger Agreement, Merger Sub will merge with and into Amplify, with Amplify surviving the merger as a wholly owned subsidiary of Midstates.

A complete copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A. For a more complete discussion of the proposed Merger, its effects and the other transactions contemplated by the Merger Agreement, see "The Merger" beginning on page 93 of this joint proxy statement/prospectus.

Q:
What is Midstates' strategic rationale for the merger?

A:
Midstates has transitioned from a growth-orientated exploration and production company to adopting a business plan emphasizing free cash flow generation, and the Midstates board considers the merger with Amplify to be an effective method of exploiting synergies and cost efficiencies to improve returns. The Midstates board estimates that the transaction will result in an immediate increase in value through annual synergies totaling at least $20 million and will allow the combined company the opportunity to move farther down the cost curve by spreading fixed costs over more production. The Midstates board members determined that the operational footprint, strong cost structure and balance sheet of the combined company would enable it to advance its business plan. Further, the Midstates board believes that its current business plan will face fewer challenges following the combination with Amplify due to the increased like-kind cash flow generating assets in the combined company, which the Midstates board believes will help create a more stable production and expense profile. The combined portfolios of the two companies will also provide access to a larger set of reinvestment opportunities and more optionality, including multiple opportunities for the optimization of non-strategic assets, if desired, as well as future opportunistic combinations and acquisitions that create value through synergies and free cash flow accretion. In addition, the combined entity is expected to have the necessary liquidity and low leverage profile to provide flexibility during volatile commodity price cycles. The Midstates board also believes that the larger size of the combined company could increase analyst and investor interest, which in turn could lead to an improvement in market value.

Q:
What is Amplify's strategic rationale for the merger?

A:
The Amplify board considered consolidation to be an effective method of exploiting synergies and cost efficiencies to improve returns. The combined company is expected to compare favorably to other similarly sized resource companies on a general and administrative expense per unit of production basis. In addition, the combined entity would have a superior capital structure, with the necessary liquidity and leverage profile to provide flexibility during volatile commodity price cycles. The Amplify board members determined that the operational footprint, strong cost structure and balance sheet of the combined company will enable the combined company to advance the combined company's assets for less capital and realize the projected cost synergies. The size of the combined company is expected to lead to an improved leverage profile, a significantly lower cost of capital and enhanced free cash flow generation. Amplify's stockholders will have a continuing influence in the execution of the strategy and business plan of the combined company through the appointment of four Amplify directors (in addition to Messrs. Proman and Lederman) to the

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Q:
When and where is the Midstates annual meeting?

A:
The Midstates annual meeting will be held on                    , 2019 at the offices of Latham & Watkins, LLP ("Latham"), located at 811 Main St., Suite 3700, Houston Texas, 77002, at                local time.

Q:
When and where is the Amplify special meeting?

A:
The Amplify special meeting will be held on                    , 2019 at                    , at                local time.

Q:
What will Amplify stockholders receive for their shares of Amplify common stock in the merger?

A:
At the effective time of the merger (the "effective time," and the date of the effective time, the "closing date of the merger"), each share of Amplify common stock issued and outstanding immediately prior to the effective time (with certain exceptions described in this joint proxy statement/prospectus) will be cancelled and converted automatically into the right to receive 0.933 shares of Midstates common stock (the "exchange ratio") in certificated or book-entry form (such shares of Midstates common stock issuable under the merger agreement, the "merger consideration").

In addition, Amplify will take all actions as may be necessary so that, at the effective time, each outstanding stock option and performance- and service-based restricted stock unit award will be treated as described in "The Merger—Treatment of Amplify Equity Awards in the Merger."

Furthermore, pursuant to the terms of the merger agreement, Midstates and Amplify will ensure that the holders of the warrants (the "Amplify warrants") outstanding under Amplify's Warrant Agreement dated as of May 4, 2017 (the "Amplify warrant agreement") by and between Amplify and American Stock Transfer & Trust Company, LLC ("AST") have the right to acquire 0.933 shares of Midstates common stock per Amplify warrant upon exercise at an exercise price of $42.60 per share. Midstates and Amplify may also enter into a written agreement providing for Midstates' assumption of Amplify's obligations under the Amplify warrant agreement. See "The Merger—Interests of Certain Amplify Directors and Executive Officers in the Merger—Treatment of Amplify Warrants."

For additional information regarding the consideration to be received in the merger, see "The Merger—Effects of the Merger."

Q:
If I am an Amplify stockholder, how will I receive the merger consideration to which I am entitled?

A:
As soon as reasonably practicable after the effective time, an exchange agent will mail a letter of transmittal and instructions for use in effecting the surrender of certificates of Amplify common stock ("Amplify stock certificates") and book-entry shares representing shares of Amplify common stock ("Amplify book-entry shares") in exchange for the merger consideration to each holder of

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Q:
What will holders of Amplify equity awards receive in the merger?

A:
Pursuant to the merger agreement, the following will occur at the effective time:

Amplify Stock Options:  All outstanding Amplify stock options will convert into Midstates stock options, subject to the same terms and conditions as were in effect prior to the effective time, at an exercise price adjusted after taking into effect the exchange ratio.

Amplify RSUs:  Pursuant to the terms of the outstanding Amplify restricted stock units ("Amplify RSUs") (other than Amplify PSUs (as defined below)), all outstanding Amplify RSUs will, pursuant to their terms, become fully vested and will be settled in shares of Amplify common stock. These shares of Amplify common stock will then convert into shares of Midstates common stock based on the exchange ratio. However, certain members of the Amplify board and Amplify senior management have waived this accelerated vesting. For those members of the Amplify board and Amplify management, the Amplify RSUs will convert into Midstates restricted stock units ("Midstates RSUs") based on the exchange ratio, and remain subject to the vesting terms set forth in the applicable award agreement immediately prior to conversion. Amplify intends to seek additional waivers from all holders of Amplify RSUs before the closing of the merger.

Amplify PSUs:  All outstanding RSUs that are subject to both performance- and service-based vesting conditions ("Amplify PSUs") will convert into shares of Midstates common stock based on the exchange ratio, with performance-vesting conditions determined based on Amplify's closing stock price on the last trading day prior to the closing date of the merger. However, certain members of the Amplify board and Amplify senior management have waived this accelerated vesting. For those members of the Amplify board and Amplify management, the Amplify PSUs will convert into Midstates RSUs subject to performance- and service-based vesting conditions ("Midstates PSUs") based on the exchange ratio, and remain subject to the vesting terms set forth in the applicable award agreement immediately prior to conversion. Amplify intends to seek additional waivers from all holders of Amplify PSUs before the closing of the merger.

Furthermore, pursuant to the terms of the merger agreement, Midstates and Amplify will ensure that the holders of the Amplify warrants have the right to acquire 0.933 shares of Midstates common stock per Amplify warrant upon the exercise of Amplify warrants at an exercise price of $42.60 per share. Midstates and Amplify may also enter into a written agreement providing for Midstates' assumption of Amplify's obligations under the Amplify warrant agreement. See "The Merger—Interests of Certain Amplify Directors and Executive Officers in the Merger—Treatment of Amplify Warrants."

For additional information regarding the treatment of Amplify equity awards, see "The Merger—Treatment of Amplify Equity Awards in the Merger."

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Q:
Who will own Midstates immediately following the merger?

A:
Midstates and Amplify estimate that, upon completion of the merger, current Midstates stockholders, collectively, and current Amplify stockholders, collectively, will each own approximately 50% of the outstanding common stock of the combined company.

Q:
Why are Amplify stockholders being asked to cast an advisory (non-binding) vote to approve the advisory compensation proposal?

A:
Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires Amplify to provide its stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Amplify's named executive officers in connection with the merger, as disclosed in this joint proxy statement/prospectus, including the compensation table and the related narrative for named executive officer compensation disclosures set forth in "The Merger—Interests of Certain Amplify Directors and Executive Officers in the Merger."

Q:
What will happen if Amplify's stockholders do not approve the advisory (non-binding) vote at the Amplify special meeting?

A:
Amplify stockholder approval of the advisory compensation proposal is not a condition to completion of the merger. The advisory compensation proposal is merely an advisory vote that will not be binding on Amplify, Midstates or their respective boards of directors. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated, the eligibility of the Amplify named executive officers for such payments and benefits will not be affected by the outcome of the advisory vote.

Q:
How important is my vote?

A:
Your vote "FOR" each proposal presented at the Midstates annual meeting or the Amplify special meeting, as applicable, is very important, and you are encouraged to submit a proxy as soon as possible. The merger between Midstates and Amplify cannot be completed without the approval of the stock issuance proposal by the Midstates stockholders and the approval of the merger agreement proposal by Amplify stockholders.

Midstates.    Approval of the stock issuance proposal requires the affirmative vote of a majority of votes cast by Midstates stockholders entitled to vote thereon and present in person or represented by proxy at the Midstates annual meeting. Abstentions are considered Midstates common stock present and entitled to vote and will have the same effect as a vote "against" the stock issuance proposal. The failure of any Midstates stockholder to submit a vote will not be counted in determining the votes cast in connection with this proposal and therefore will have no effect on the outcome of the stock issuance proposal. Approval of the election of the directors proposal requires the affirmative vote of the holders of a majority of the shares of Midstates common stock present in person or represented by proxy and entitled to vote thereon at the Midstates annual meeting. Abstentions are considered shares of Midstates common stock present and entitled to vote and will have the same effect as votes "against" the election of directors proposal. Approval of the executive compensation proposal requires the affirmative vote of the holders of a majority of the shares of Midstates common stock present in person or represented by proxy and entitled to vote thereon at the Midstates annual meeting. Abstentions are considered shares of Midstates common stock present and entitled to vote and will have the same effect as votes "against" the executive compensation proposal. Since the executive compensation proposal is not binding, if the merger is completed, the compensation that is the subject of the executive compensation proposal,

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Q:
How do the Midstates board and the Amplify board recommend that I vote?

A:
The Midstates board of directors (the "Midstates board") has (i) determined that the merger agreement and the transactions contemplated thereby, including the merger and the issuance of Midstates common stock, are in the best interests of, and advisable to, Midstates and its stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated

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Q:
Will the Midstates common stock received at the time of completion of the merger be traded on an exchange?

A:
Yes. It is a condition to the consummation of the merger that the shares of Midstates common stock to be issued to Amplify stockholders in connection with the merger be approved for listing on the New York Stock Exchange (the "NYSE"), subject to official notice of issuance. Shares of Midstates common stock are currently listed on the NYSE under the symbol "MPO." When the merger is completed, shares of the combined company's common stock will be listed on the NYSE under the symbol "AMPY." Shares of Amplify common stock are currently quoted on the OTCQX U.S. Premier marketplace (the "OTC") under the symbol "AMPY." In connection with the merger, Amplify common stock will be cancelled and will cease to be quoted on the OTC.

Q:
How will Midstates stockholders be affected by the merger?

A:
Upon completion of the merger, each Midstates stockholder will hold the same number of shares of Midstates common stock that such stockholder held immediately prior to completion of the merger. As a result of the merger, Midstates stockholders will own shares in a larger company with more assets. However, because in connection with the merger, Midstates will be issuing additional shares of Midstates common stock to Amplify stockholders in exchange for their shares of Amplify common stock, each outstanding share of Midstates common stock immediately prior to the merger will represent a smaller percentage of the aggregate number of shares of Midstates common stock outstanding after the merger.

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Q:
What are the material U.S. federal income tax consequences of the merger?

A:
The closing of the transactions contemplated by the merger agreement are conditioned upon the receipt by each of Midstates and Amplify of an opinion from counsel that, on the basis of facts, assumptions, representations and exclusions set forth or described in such opinion, the merger and the second merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the Internal Revenue Code. Assuming the merger and the second merger, taken together, constitute a reorganization, subject to the limitations and qualifications described in the section entitled "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 153 of this joint proxy statement/prospectus, U.S. holders whose shares of Amplify common stock are exchanged in the merger for shares of Midstates common stock generally will not recognize any gain or loss for United States federal income tax purposes upon such exchange.

For the definition of a "U.S. holder" and a more detailed discussion of the material United States federal income tax consequences of the merger, please see the section entitled "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 153 of this joint proxy statement/prospectus.

The tax consequences of the merger to any particular stockholder will depend on that stockholder's particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

Q:
When do Midstates and Amplify expect to complete the merger?

A:
Midstates and Amplify currently expect to complete the merger in the third quarter of 2019. However, neither Midstates nor Amplify can predict the actual date on which the merger will be completed, nor can the parties assure that the merger will be completed, because completion is subject to conditions beyond either company's control. See "Risk Factors—Risks Relating to the Merger," "The Merger—Regulatory Approvals" and "The Merger Agreement—Conditions to Closing."

Q:
What are the conditions to the completion of the merger?

A:
The obligations of Midstates and Amplify to consummate the merger are subject to the satisfaction or waiver (to the extent permissible under applicable laws) of the following mutual conditions:

adoption of the stock issuance proposal by Midstates stockholders;

adoption of the merger agreement proposal by Amplify stockholders;

effectiveness of the registration statement on Form S-4 filed by Midstates in connection with the stock issuance, of which this joint proxy statement/prospectus forms a part, having been declared by the SEC and absence of any stop order suspending the effectiveness of such Form S-4 having been issued by the SEC or any proceedings for that purpose having been initiated or threatened by the SEC;

absence of any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the merger, and no law having been adopted that makes consummation of the merger illegal or otherwise prohibited;

expiration or termination of any waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); and

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Q:
What happens if the merger is not completed?

A:
If the stock issuance is not approved by Midstates stockholders, the merger agreement is not adopted by Amplify stockholders or the merger is not completed for any other reason, Amplify stockholders will not receive the merger consideration. Instead, each of Midstates and Amplify will remain an independent company. Amplify common stock will continue to be quoted on the OTC and Amplify will continue to file periodic reports with the SEC, and Midstates common stock will continue to be quoted on the NYSE and Midstates will continue to file periodic reports with the SEC.

Under specified circumstances, Midstates or Amplify may be required to reimburse the other party's expenses or pay a termination fee upon termination of the merger agreement, as described under "The Merger Agreement—Fees and Expense Reimbursement Relating to the Termination of the Merger Agreement."

Q:
Will all of the Midstates directors elected at the Midstates annual meeting continue to serve if the merger is completed?

A:
No. Upon the completion of the merger, the board of directors of the combined company will consist of the following eight members: David M. Dunn, Christopher W. Hamm, Scott L. Hoffman, Randal T. Klein, Evan S. Lederman, Kenneth Mariani (chief executive officer), David H. Proman (chairman) and Todd R. Snyder. Messrs. Dunn, Hamm, Hoffman and Mariani are current directors of Amplify. Messrs. Klein and Snyder are current directors of Midstates. Messrs. Proman and Lederman currently serve on both Midstates' board of directors and Amplify's board of directors.

Q:
How many votes may I cast?

A:
Midstates.    Each outstanding share of Midstates common stock entitles its holder of record to one vote on each matter to be considered at the Midstates annual meeting. Only Midstates stockholders who held shares of Midstates common stock at the close of business on                    , 2019 are entitled to vote at the Midstates annual meeting and any adjournment or postponement of the Midstates annual meeting, so long as such shares remain outstanding on the date of the Midstates annual meeting.

Amplify.    Each outstanding share of Amplify common stock entitles its holder of record to one vote on each matter to be considered at the Amplify special meeting. Only Amplify stockholders who held shares of Amplify common stock at the close of business on                    , 2019 are entitled to vote at the Amplify special meeting and any adjournment or postponement of the Amplify special meeting, so long as such shares remain outstanding on the date of the Amplify special meeting.

Q:
Who can vote at, and what are the record dates of, each of the Midstates annual meeting and the Amplify special meeting?

A:
Midstates.    All Midstates stockholders who hold shares of Midstates common stock of record at the close of business on                    , 2019, the record date for the Midstates annual meeting, are entitled to receive notice of and to vote at the Midstates annual meeting.

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Q:
What constitutes a quorum at each of the Midstates annual meeting and the Amplify special meeting?

A:
In order for business to be conducted at each of the Midstates annual meeting and the Amplify special meeting, a quorum must be present. A quorum at the Midstates annual meeting and the Amplify special meeting each requires the presence, in person or represented by proxy, of holders of a majority of the shares of Midstates or Amplify common stock, respectively, entitled to vote at the Midstates annual meeting or the Amplify special meeting, respectively.

Q:
What do I need to do now?

A:
After you have carefully read and considered the information contained and incorporated by reference into this joint proxy statement/prospectus, please submit your proxy via the Internet or by telephone in accordance with the instructions set forth on the enclosed proxy card, or complete, sign, date and return the enclosed proxy card in the postage-prepaid envelope provided as soon as possible so that your shares will be represented and voted at the Midstates annual meeting or the Amplify special meeting, as applicable.

Additional information on voting procedures can be found under "Midstates Annual Meeting" and under "Amplify Special Meeting."

Q:
Should I send in my stock certificates or submit my book-entry shares now?

A:
No. As soon as reasonably practicable after the effective time (but no later than the third business day after the closing date of the merger), an exchange agent will mail to each holder of record of Amplify common stock (whose shares were converted into the right to receive the merger consideration pursuant to the merger agreement) a letter of transmittal and instructions for use in effecting the surrender of Amplify stock certificates and Amplify book-entry shares in exchange for the merger consideration. If you are a Midstates stockholder, you should retain your certificates or book-entry positions, as you will continue to hold the shares of Midstates common stock you currently own.

Q:
How will my proxy be voted?

A:
If you submit your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card, your proxy will be voted in accordance with your instructions.

Additional information on voting procedures can be found under "Midstates Annual Meeting" and under "Amplify Special Meeting."

Q:
Who will count the votes?

A:
The votes at the Midstates annual meeting will be counted by an independent inspector of election appointed by the Midstates board. The votes at the Amplify special meeting will be counted by an independent inspector of election appointed by the Amplify board.

Q:
May I vote in person?

A:
Yes. If you are a stockholder of record of Midstates at the close of business on                    , 2019 or an Amplify stockholder of record on the close of business on                     , 2019, you may attend the Midstates annual meeting or Amplify special meeting, as applicable, and vote your shares in

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Q:
What must I bring to attend my company meeting?

A:
Only Midstates stockholders of record or Amplify stockholders of record, as applicable, as of the close of business on the applicable record date, beneficial owners of Midstates common stock or beneficial owners of Amplify common stock as of the close of business on the applicable record date, holders of valid proxies for the Midstates annual meeting or Amplify special meeting, as applicable and invited guests of Midstates or Amplify, as applicable, may attend the Midstates annual meeting or Amplify special meeting, as applicable. All attendees should be prepared to present government-issued photo identification (such as a driver's license or passport) for admittance. The additional items, if any, that attendees must bring depend on whether they are Midstates stockholders or Amplify stockholders of record, as applicable, beneficial owners of Midstates common stock or beneficial owners of Amplify common stock or proxy holders.

Additional information on attending the Midstates annual meeting and the Amplify special meeting can be found under "Midstates Annual Meeting" and under "Amplify Special Meeting."

Q:
What should I do if I receive more than one set of voting materials for either company meeting?

A:
You may receive more than one set of voting materials for the Midstates annual meeting, the Amplify special meeting or both, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your Midstates common stock or Amplify common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form.

Q:
What's the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?

A:
If your shares of Midstates common stock are registered directly in your name with Midstates' transfer agent, AST, or your shares of Amplify common stock are registered directly in your name with Amplify's transfer agent, AST, you are considered, with respect to those shares, to be the Midstates stockholder of record, in the case of Midstates, or the Amplify stockholder of record, in the case of Amplify. If you are such a stockholder of record, then this joint proxy statement and your proxy card have been sent directly to you by Midstates or Amplify, as applicable.

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Q:
If my shares are held in "street name" by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?

A:
No. If your shares of Midstates common stock or shares of Amplify common stock, as applicable, are held in the name of a broker, bank or other nominee, you will receive separate instructions from your broker, bank or other nominee describing how to vote your shares. The availability of Internet or telephonic voting will depend on the nominee's voting process. Please check with your broker, bank or other nominee and follow the voting procedures provided by your broker, bank or other nominee on your voting instruction form.

You should instruct your broker, bank or other nominee how to vote your shares of Midstates common stock or shares of Amplify common stock, as applicable. Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the Amplify special meeting. A so-called "broker non-vote" results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares.

Midstates:    It is expected that each of the stock issuance proposal, the election of directors proposal, Midstates executive compensation proposal and the Midstates adjournment proposal are non-routine matters that brokers and nominees are not permitted to vote on absent specific instructions from the beneficial owner. However, the auditor ratification proposal is a routine matter that brokers and nominees are permitted to vote on absent specific instructions from the beneficial owner. Accordingly, if your broker submits a proxy for your shares of Midstates common stock with respect to the auditor ratification proposal but you do not provide specific instructions to your broker how to vote with respect to the stock issuance proposal, the election of directors proposal, the Midstates executive compensation proposal or the Midstates adjournment proposal, the proxy for your shares will be considered a broker non-vote for each such proposal. Broker non-votes are considered not entitled to vote on the stock issuance proposal, the election of directors proposal, the Midstates executive compensation proposal and the Midstates adjournment proposal and will therefore have no effect on the outcome of any of these proposals.

Amplify:    Amplify does not expect any broker non-votes at the Amplify special meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be

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Q:
What do I do if I am a Midstates stockholder and I want to revoke my proxy?

A:
Stockholders of record, other than those stockholders of record who are parties to voting agreements, may revoke their proxies at any time before their shares are voted at the Midstates annual meeting in any of the following ways:

sending a written notice of revocation to Midstates at 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103, Attention: Corporate Secretary, which must be received before their shares are voted at the Midstates annual meeting;

properly submitting a later-dated, new proxy card, which must be received before their shares are voted at the Midstates annual meeting (in which case only the later-dated proxy is counted and the earlier proxy is revoked);

submitting a proxy via the Internet or by telephone at a later date, which must be received by 11:59 p.m., Eastern Time, on                     , 2019 (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or

attending the Midstates annual meeting and voting in person. Attendance at the Midstates annual meeting will not, however, in and of itself, constitute a vote or revocation of a prior proxy.

Beneficial owners of Midstates common stock may change their voting instruction by submitting new voting instructions to the brokers, banks or other nominees that hold their shares of record or by requesting a "legal proxy" from such broker, bank or other nominee and voting in person at the Midstates annual meeting.

Additional information can be found under "Midstates Annual Meeting."

Q:
What do I do if I am an Amplify stockholder and I want to revoke my proxy?

A:
Stockholders of record, other than those stockholders of record who are parties to voting agreements, may revoke their proxies at any time before their shares are voted at the Amplify special meeting in any of the following ways:

sending a written notice of revocation to Amplify at 500 Dallas Street, Suite 1700, Houston, Texas 77002, Attention: Corporate Secretary, which must be received before their shares are voted at the Amplify special meeting;

properly submitting a later-dated, new proxy card, which must be received before their shares are voted at the Amplify special meeting (in which case only the later-dated proxy is counted and the earlier proxy is revoked);

submitting a proxy via the Internet or by telephone at a later date, which must be received by 11:59 p.m., Eastern Time, on                     , 2019 (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or

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Q:
What happens if I sell or otherwise transfer my shares of Midstates common stock before the Midstates annual meeting?

A:
The record date for stockholders entitled to vote at the Midstates annual meeting is                    , 2019, which is earlier than the date of the Midstates annual meeting. If you sell or otherwise transfer your shares after the record date but before the Midstates annual meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies us in writing of such special arrangements, you will retain your right to vote such shares at the Midstates annual meeting but will otherwise transfer ownership of your shares of Midstates common stock.

Q:
What happens if I sell or otherwise transfer my shares of Amplify common stock before the Amplify special meeting?

A:
The record date for stockholders entitled to vote at the Amplify special meeting is                    , 2019, which is earlier than the date of the Amplify special meeting. If you sell or otherwise transfer your shares after the record date but before the Amplify special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies us in writing of such special arrangements, you will retain your right to vote such shares at the Amplify special meeting but will otherwise transfer ownership of your shares of Amplify common stock.

Q:
What happens if I sell or otherwise transfer my shares of Amplify common stock before the completion of the merger?

A:
Only holders of shares of Amplify common stock at the effective time will become entitled to receive the merger consideration. If you sell your shares of Amplify common stock prior to the completion of the merger, you will not become entitled to receive the merger consideration by virtue of the merger.

Q:
Do any of the officers or directors of Amplify have interests in the merger that may differ from or be in addition to my interests as an Amplify stockholder?

A:
In considering the recommendation of the Amplify board that Amplify stockholders vote to adopt the merger agreement proposal and to approve the advisory compensation proposal, Amplify stockholders should be aware that some of Amplify's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Amplify stockholders generally. The Amplify board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger and in recommending the adoption of the merger and the approval of the advisory compensation proposal.

For more information and quantification of these interests, please see "The Merger—Interests of Certain Amplify Directors and Executive Officers in the Merger."

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Q:
Do any of the officers or directors of Midstates have interests in the merger that may differ from or be in addition to my interests as a Midstates stockholder?

A:
In considering the recommendation of the Midstates board that Midstates stockholders vote to adopt the stock issuance proposal, Midstates stockholders should be aware that some of Midstates' directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Midstates stockholders generally. The Midstates board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger and in recommending the stock issuance proposal.

For more information and quantification of these interests, please see "The Merger—Interests of Certain Midstates Directors and Executive Officers in the Merger."

Q:
Where can I find voting results of the Midstates annual meeting and the Amplify special meeting?

A:
Midstates and Amplify intend to announce their respective preliminary voting results at each of the Midstates annual meeting and the Amplify special meeting and publish the final results in Current Reports on Form 8-K that will be filed with the SEC following the Midstates annual meeting and the Amplify special meeting, respectively. All reports that Midstates and Amplify file with the SEC are publicly available when filed. See "Where You Can Find More Information."

Q:
Do Midstates stockholders and Amplify stockholders have dissenters' rights or appraisal rights, as applicable?

A:
Midstates stockholders are not entitled to dissenters' or appraisal rights in connection with the merger under Section 262 of the Delaware General Corporate Law (the "DGCL").

Amplify stockholders are entitled to appraisal rights under Section 262 of the DGCL, provided they satisfy the special criteria and conditions set forth in Section 262 of the DGCL. Shares of Amplify common stock held by stockholders that do not vote for approval of the merger and make a demand for appraisal in accordance with Delaware law will not be converted into shares of Midstates common stock, but will be converted into the right to receive from the combined company consideration determined in accordance with Delaware law.

For further information relating to appraisal rights and dissenters' rights see "The Merger—Appraisal Rights and Dissenters' Rights."

Q:
Are there any risks that I should consider in deciding whether to vote for the adoption of the merger agreement or the stock issuance proposal?

A:
Yes. You should read and carefully consider the risk factors set forth in "Risk Factors," beginning on page 15 of this joint proxy statement/prospectus. You also should read and carefully consider the risk factors of Midstates and Amplify contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

Q:
How can I find more information about Midstates and Amplify?

A:
You can find more information about Midstates and Amplify from various sources as described in "Where You Can Find More Information."

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Q:
Who can answer any questions I may have about the Midstates annual meeting, the Amplify special meeting, the merger, or the transactions contemplated by the merger agreement, including the stock issuance?

A:
If you have any questions about the Midstates annual meeting, the Amplify special meeting, the merger, the stock issuance, or how to submit your proxy, or if you need additional copies of this joint proxy statement/prospectus or documents incorporated by reference herein, the enclosed proxy card or voting instructions, you should contact:
  For Midstates stockholders:

Midstates Petroleum Company, Inc.
321 South Boston, Suite 1000
Tulsa, Oklahoma 74103
Telephone Number: (918) 947-4669
Attention: Corporate Secretary

  For Amplify stockholders:

Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
(713) 588-8346
Attention: Corporate Secretary


 

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Email: mpo@dfking.com
Stockholders may call toll free: (800) 761-6523
Banks and Brokers may call collect: (212) 269-5550

 

 

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SUMMARY

        This summary highlights selected information contained elsewhere in this joint proxy statement/prospectus and in the documents incorporated by reference into this joint proxy statement/prospectus and may not contain all the information that may be important to you. Midstates and Amplify urge you to read carefully the remainder of this joint proxy statement/prospectus, including the attached annexes, the other documents to which we refer you herein and documents incorporated by reference into this joint proxy statement/prospectus, as this section does not provide all the information that might be important to you with respect to the merger and the matters being voted on by Midstates stockholders and Amplify stockholders at the Midstates annual meeting and the Amplify special meeting, respectively. Each item in this summary includes a page reference directing you to a more complete description of that topic. See "Where You Can Find More Information" beginning on page 225.

Information about the Parties (see page 34)

Midstates Petroleum Company, Inc.

        Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling, completion and production operations techniques in oil and liquids-rich basins in the onshore United States, with a focus on exploration and production activities in the Mississippian Lime play in Northern Oklahoma. Midstates was incorporated in Delaware on October 25, 2011.

        Shares of Midstates common stock are traded on the NYSE under the symbol "MPO."

        The principal executive offices of Midstates are located at 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103 and its telephone number is (918) 947-8550. Additional information about Midstates and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

Midstates Holdings, Inc. (Merger Sub)

        Midstates Holdings, Inc. is a wholly owned subsidiary of Midstates. Merger Sub was formed by Midstates solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the merger agreement. Its principal executive offices are located at c/o Midstates Petroleum Company, Inc., 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103 and its telephone number is (918) 947-8550.

Amplify Energy Corp.

        Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties located in the Rockies, federal waters offshore Southern California, East Texas / North Louisiana and South Texas.

        Shares of Amplify common stock are quoted on the OTC under the symbol "AMPY."

        The principal executive offices of Amplify are located at 500 Dallas Street, Suite 1700, Houston, Texas 77002 and its telephone number is (713) 490-8900. Additional information about Amplify and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

Midstates Annual Meeting (see page 35)

        Date, Time and Place.    The Midstates annual meeting will be held on                    , 2019 at the offices of Latham, located at 811 Main St., Suite 3700, Houston Texas, 77002, at                    local time.

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        Purpose.    The Midstates annual meeting is being held to consider and vote on the following proposals:

        Record Date; Voting Rights.    The record date for the determination of stockholders entitled to notice of and to vote at the Midstates annual meeting is                    , 2019. Only Midstates stockholders who held shares of Midstates common stock of record at the close of business on                    , 2019, or proxy holders therefor, are entitled to vote at the Midstates annual meeting and any adjournment or postponement of the Midstates annual meeting. Each share of Midstates common stock entitles its holder of record to one vote at the Midstates annual meeting.

        Quorum.    In order for business to be conducted at the Midstates annual meeting, a quorum must be present. A quorum requires the presence, in person or represented by proxy, of holders of a majority of the shares of Midstates common stock entitled to vote at the Midstates annual meeting. For purposes of determining whether there is a quorum, all shares that are present and entitled to vote, including abstentions, will count towards the quorum.

        Vote Required.    The votes required for each proposal are as follows:

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        Pursuant to the voting agreements, certain stockholders of Midstates have committed to vote their shares of Midstates common stock representing approximately 35.5% of the total voting power of the issued and outstanding shares of Midstates common stock as of May 31, 2019 in favor of the stock issuance proposal and the Midstates adjournment proposal.

        If shares are held in the name of a broker, bank or other nominee, the beneficial owner of such shares will receive separate instructions from his or her broker, bank or other nominee describing how to vote such shares. As of the record date, there were                shares of Midstates common stock outstanding. As of the record date, Midstates directors and executive officers, as a group, beneficially owned and were entitled to vote                shares of Midstates common stock, or approximately 1.05% of the issued and outstanding shares of Midstates common stock. Other than as described in "Security Ownership of Certain Beneficial Owners and Management/Directors of Midstates," as of the record date, Midstates' directors and executive officers did not own any shares of Amplify common stock.

Amplify Special Meeting (see page 86)

        Date, Time and Place.    The Amplify special meeting will be held on                    , 2019 at                    , at                    local time.

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        Purpose.    The Amplify special meeting is being held to consider and vote on the following proposals:

        Record Date; Voting Rights.    The record date for the determination of stockholders entitled to notice of and to vote at the Amplify special meeting is                     , 2019. Only Amplify stockholders who held shares of Amplify common stock of record at the close of business on                    , 2019, or proxy holders therefor, are entitled to vote at the Amplify special meeting and any adjournment or postponement of the Amplify special meeting. Each share of Amplify common stock entitles its holder of record to one vote at the Amplify special meeting.

        Quorum.    In order for business to be conducted at the Amplify special meeting, a quorum must be present. A quorum requires the presence, in person or represented by proxy, of holders of a majority of the shares of Amplify common stock entitled to vote at the Amplify special meeting. For purposes of determining whether there is a quorum, all shares that are present and entitled to vote, including abstentions, will count towards the quorum.

        Vote Required.    The votes required for each proposal are as follows:

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        Pursuant to the voting agreements, certain stockholders of Amplify have committed to vote their shares of Amplify common stock representing approximately 58.3% of the total voting power of the issued and outstanding shares of Amplify common stock as of May 31, 2019 in favor of the merger agreement proposal and the Amplify adjournment proposal. Accordingly, as long as there is not an Amplify recommendation change with respect to the merger agreement proposal, approval of the merger agreement proposal at the Amplify special meeting is assured.

        If shares are held in the name of a broker, bank or other nominee, the beneficial owner of such shares will receive separate instructions from his or her broker, bank or other nominee describing how to vote such shares. As of the record date, there were                    shares of Amplify common stock outstanding. As of the record date, Amplify directors and executive officers, as a group, beneficially owned and were entitled to vote                    shares of Amplify common stock, or approximately        % of the issued and outstanding shares of Amplify common stock.

Voting and Support Agreements (see page 116)

        Concurrently with the execution of the merger agreement, Midstates entered into voting agreements with certain significant insider institutional stockholders of Amplify and Amplify entered into voting agreements with certain significant insider institutional stockholders of Midstates. Pursuant to the voting agreements, the significant insider institutional stockholders of Midstates and Amplify have agreed to vote all of their shares of Midstates or Amplify common stock, as applicable, in favor of the merger agreement proposal or stock issuance proposal, as applicable. The voting agreements will terminate upon the earliest of (i) the effective time of the merger, (ii) the termination of the merger agreement in accordance with its terms, (iii) the occurrence of any material amendment to the merger agreement or any amendment to the outside date and (iv) the mutual written agreement of the parties to the applicable voting agreement to terminate the applicable voting agreement.

        For a more complete discussion of the voting agreements, see "The Merger—Voting and Support Agreements."

The Merger and the Merger Agreement (see pages 93 and 162)

        Upon satisfaction or waiver of the conditions to closing in the merger agreement, on the closing date of the merger, (i) Merger Sub, a wholly owned subsidiary of Midstates formed for the purpose of effecting the merger, will merge with and into Amplify, and Amplify will be the surviving corporation in the merger and a direct wholly owned subsidiary of Midstates, and (ii) after completion of the merger, as part of the same transaction, Amplify will merge with and into a wholly owned subsidiary of Midstates, with such subsidiary continuing as the surviving entity. At the effective time of the merger, each share of Amplify common stock issued and outstanding immediately prior to the effective time (other than shares held by Amplify as treasury shares, shares held by Midstates or any direct or indirect subsidiary of Midstates or Amplify) and shares held by any holder who has not voted in favor of the merger or consented thereto and properly exercises and perfects appraisal rights in respect of such shares pursuant to, and in accordance with, the provisions of Section 262 of the DGCL (collectively,

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the "excluded shares") will be converted into the right to receive 0.933 shares of Midstates common stock.

        In addition, Amplify will take all actions as may be necessary so that at the effective time, each outstanding stock option and performance- and service-based restricted stock unit award will be treated as described in "The Merger—Treatment of Amplify Equity Awards in the Merger."

        Furthermore, pursuant to the terms of the merger agreement, Midstates and Amplify will ensure that the holders of the Amplify warrants have the right to acquire 0.933 shares of Midstates common stock per Amplify warrant upon the exercise of Amplify warrants at an exercise price of $42.60 per share. Midstates and Amplify may also enter into a written agreement providing for Midstates' assumption of Amplify's obligations under the Amplify warrant agreement. See "The Merger—Interests of Certain Amplify Directors and Executive Officers in the Merger—Treatment of Amplify Warrants."

        A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. Midstates and Amplify encourage you to read the entire merger agreement carefully because it is the principal document governing the merger.

Recommendation of the Midstates Board and Reasons for the Merger (see page 112)

        The disinterested members of the Midstates board unanimously recommend that Midstates stockholders vote "FOR" the stock issuance proposal, "FOR" the election of directors proposal, "FOR" the executive compensation proposal, "FOR" the auditor ratification proposal and "FOR" the Midstates adjournment proposal.

        In the course of reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, including the stock issuance, the Midstates board considered a number of factors in its deliberations. For a more complete discussion of these factors, see "The Merger—Recommendation of the Midstates Board and Reasons for the Merger."

Recommendation of the Amplify Board and Reasons for the Merger (see page 107)

        The disinterested members of the Amplify board unanimously recommend that Amplify stockholders vote "FOR" the merger agreement proposal, "FOR" the advisory compensation proposal and "FOR" the Amplify adjournment proposal.

        In the course of reaching its decision to approve the merger agreement and the merger contemplated by the merger agreement, the Amplify board considered a number of factors in its deliberations. For a more complete discussion of these factors, see "The Merger—Recommendation of the Amplify Board and Reasons for the Merger."

Opinion of Midstates' Financial Advisor (see page 120)

        On May 5, 2019 Houlihan Lokey Capital, Inc., referred to as Houlihan Lokey herein, verbally rendered its opinion to the Midstates board (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the board dated May 5, 2019), to the effect that, as of such date, the exchange ratio was fair, from a financial point of view, to Midstates.

        Houlihan Lokey's opinion was directed to the Midstates board (in its capacity as such) and only addressed the fairness, from a financial point of view, to Midstates of the exchange ratio provided for in the merger and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey's opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this joint proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and

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other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey's opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Midstates board, any security holder of Midstates or any other person as to how to act or vote with respect to any matter relating to the mergers (which for purposes of "The Merger—Opinion of Midstates' Financial Advisor" refers to the merger together with the second merger) or otherwise. See "The Merger—Opinion of Midstates' Financial Advisor" and Annex B.

Opinion of Amplify's Financial Advisor (see page 137)

        In January 2019, Amplify retained UBS Securities LLC ("UBS") to act as Amplify's financial advisor in connection with certain potential strategic transactions, including a possible sale, disposition or other business transaction or series of related transactions involving all or a material portion of the voting securities or assets of Amplify. At a meeting of the Amplify board on May 5, 2019, a representative of UBS rendered UBS' opinion to the Amplify board to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion, the exchange ratio as set forth in the merger agreement was fair, from a financial point of view, to the holders of Amplify common stock (other than cancelled shares and appraisal shares), solely in their capacity as holders of Amplify common stock, as more fully described in "The Merger—Opinion of Amplify's Financial Advisor."

        The full text of the written opinion of UBS, dated as of May 5, 2019, is attached hereto as Annex C. UBS' opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by UBS in rendering its opinion. Amplify encourages you to read UBS' opinion carefully and in its entirety. UBS' opinion was directed to the Amplify board (in its capacity as such) and addresses only the fairness, from a financial point of view, to the holders of Amplify common stock (other than cancelled shares and appraisal shares), solely in their capacity as holders of Amplify common stock, of the exchange ratio as set forth in the merger agreement. It does not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to Amplify, nor does it address the underlying business decision by Amplify to engage in the merger or the terms of the merger agreement or the documents referred to therein. UBS' opinion does not constitute a recommendation as to how any holder of Amplify common stock or Midstates common stock should vote or act with respect to the merger or any matter related thereto.

        Midstates and Amplify encourage you to read UBS' opinion at Annex C and "The Merger—Opinion of Amplify's Financial Advisor" of this joint proxy statement/prospectus carefully and in their entirety.

Interests of Certain Midstates Directors and Executive Officers in the Merger (see page 146)

        In considering the recommendation of the Midstates board that Midstates stockholders vote to approve the stock issuance proposal, the executive compensation proposal and the Midstates adjournment proposal, Midstates stockholders should be aware that aside from their interests as stockholders of Midstates, Midstates' directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Midstates stockholders generally. The Midstates board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger and in recommending the approval of the stock issuance proposal, the executive compensation proposal and the Midstates adjournment proposal. See "The Merger—Background of the Merger" beginning on page 93 and "The Merger—Recommendation of the Midstates Board and Reasons for the Merger" beginning on page 112. Midstates stockholders should take these interests into account in deciding whether to vote "FOR" the stock issuance proposal and the other proposals. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

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Interests of Certain Amplify Directors and Executive Officers in the Merger (see page 149)

        In considering the recommendation of the Amplify board that Amplify stockholders vote to approve the merger agreement proposal, the advisory compensation proposal and the Amplify adjournment proposal, Amplify stockholders should be aware that aside from their interests as stockholders of Amplify, Amplify's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Amplify stockholders generally. The Amplify board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger and in recommending the approval of the merger agreement proposal, the advisory compensation proposal and the Amplify adjournment proposal. See "The Merger—Background of the Merger" beginning on page 93 and "The Merger—Recommendation of the Amplify Board and Reasons for the Merger" beginning on page 107. Amplify stockholders should take these interests into account in deciding whether to vote "FOR" the merger agreement proposal and the other proposals. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below. For the purposes of the plans and agreements described herein, to the extent applicable, the completion of the merger will constitute a change of control, change in control or term of similar meaning.

Board of Directors and Management of Midstates Following Completion of the Merger (see page 153)

        Immediately after the effective time of the merger, the board of directors of the combined company will consist of the following eight members: David M. Dunn, Christopher W. Hamm, Scott L. Hoffman, Randal T. Klein, Evan S. Lederman, Kenneth Mariani (chief executive officer), David H. Proman (chairman) and Todd R. Snyder. In addition, the current executive officers of Amplify will serve as the executive officers of the combined company immediately after the effective time of the merger, other than as may be publicly announced from time to time.

Material U.S. Federal Income Tax Consequences (see page 153)

        The closing of the transactions contemplated by the merger agreement are conditioned upon the receipt by each of Midstates and Amplify of an opinion from counsel that, on the basis of facts, assumptions, representations and exclusions set forth or described in such opinion, the merger and the second merger, taken together, will constitute a reorganization within the meaning of section 368(a) of the Internal Revenue Code. Assuming the merger and the second merger, taken together, constitute a reorganization, subject to the limitations and qualifications described in the section entitled "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 153 of this joint proxy statement/prospectus, U.S. holders whose shares of Amplify common stock are exchanged in the merger for shares of Midstates common stock generally will not recognize any gain or loss for United States federal income tax purposes upon such exchange.

        For the definition of a "U.S. holder" and a more detailed discussion of the material United States federal income tax consequences of the merger, please see the section entitled "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 153 of this joint proxy statement/prospectus.

        The tax consequences of the merger to any particular stockholder will depend on that stockholder's particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

        See "The Merger—Material U.S. Federal Income Tax Consequences" for a more complete discussion of certain material U.S. federal income tax consequences of the merger.

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Accounting Treatment of the Merger (see page 156)

        Amplify prepares its financial statements in accordance with generally accepted accounting principles ("GAAP"). The accounting guidance for business combinations requires the use of the acquisition method of accounting for the merger, which requires the determination of the acquirer, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill. Amplify will be treated as the acquirer for accounting purposes.

Regulatory Approvals (see page 156)

        The completion of the merger is subject to antitrust review in the United States. Under the HSR Act and the rules promulgated thereunder, the merger cannot be completed until the parties have submitted premerger notification and report forms to the FTC and the DOJ, and the applicable waiting period has expired or has been terminated.

        On May 17, 2019, Midstates and Amplify each filed a premerger notification and report form under the HSR Act and on May 31, 2019, early termination of the HSR Act waiting period was granted.

        At any time before or after consummation of the merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the FTC or the DOJ, or any state, could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Midstates or Amplify or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws under certain circumstances.

Treatment of Amplify Equity Awards in the Merger (see page 157)

        At the effective time (i) all outstanding Amplify stock options will convert into Midstates stock options, subject to the same terms and conditions as were in effect prior to the effective time, for a number of shares and at an exercise price adjusted after taking into effect the exchange ratio, (ii) all outstanding Amplify RSUs (other than Amplify PSUs) will, pursuant to their terms, become fully vested at the effective time and will be settled in shares of Amplify common stock, which will then convert into shares of Midstates common stock based on the exchange ratio, unless otherwise agreed to with the holder and (iii) all Amplify PSUs will convert into shares of Midstates common stock based on the exchange ratio, with performance-vesting conditions determined based on Amplify's closing stock price on the last trading day prior to the closing date of the merger. As of the date hereof, Amplify has received waivers from certain members of the Amplify board and Amplify senior management, including Ms. Schott and Messrs. Mariani, Willsher, Smiley, and Willis, waiving the acceleration of vesting of Amplify RSUs and Amplify PSUs in connection with the merger and intends to seek additional waivers from all such holders of Amplify RSUs and Amplify PSUs prior to the closing of the merger.

        See "The Merger—Treatment of Amplify Equity Awards in the Merger" and "The Merger—Interests of Certain Amplify Directors and Executive Officers in the Merger" for a detailed description of the treatment of Amplify equity awards and the waivers.

Treatment of Amplify Warrants (see page 150)

        Pursuant to the terms of the merger agreement, Midstates and Amplify will ensure that the holders of the Amplify warrants have the right to acquire 0.933 shares of Midstates common stock per Amplify warrant upon the exercise of Amplify warrants at an exercise price of $42.60 per share. Midstates and Amplify may also enter into a written agreement providing for Midstates' assumption of

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Amplify's obligations to deliver to each holder of Amplify warrants shares of Midstates common stock pursuant to the terms of the Amplify warrant agreement.

Listing of Midstates Common Stock; Cessation of Quotation of Amplify Common Stock (see page 157)

        It is a condition to the consummation of the merger that the shares of Midstates common stock to be issued to Amplify stockholders in the merger be approved for listing on the NYSE, subject to official notice of issuance. As a result of the merger, shares of Amplify common stock currently quoted on the OTC will cease to be quoted on the OTC.

Appraisal Rights and Dissenters' Rights (see page 158)

        If the merger is completed, Amplify stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided they satisfy the special criteria and conditions set forth in Section 262 of the DGCL. Shares of Amplify common stock held by stockholders that do not vote for approval of the merger and properly exercise and perfect appraisal rights in respect of such shares pursuant to, and in accordance with, the provisions of Section 262 of the DGCL (the "Amplify Appraisal Shares") will not be converted into the right to receive the merger consideration, but will be entitled only to those rights as are granted by Section 262 of the DGCL, and at the effective time all Amplify Appraisal Shares will no longer be outstanding and will automatically be cancelled and cease to exist.

        Under the DGCL, as well as the governing documents of Midstates, Midstates stockholders are not entitled to dissenters' rights in connection with the merger.

No Solicitation of Alternative Proposals (see page 173)

        Pursuant to the merger agreement, each of Midstates and Amplify have agreed that they will not, and will cause their respective subsidiaries and will use commercially reasonable efforts to cause their respective representatives not to, directly or indirectly, (i) initiate, solicit, propose or knowingly encourage or knowingly facilitate (including by furnishing or providing information or taking any other action) any inquiries, proposals, offers, requests for information, expressions of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any person which constitutes or may reasonably be expected to result in an alternative proposal, (ii) enter into, participate in or engage in any discussions or negotiations with respect to an alternative proposal or any inquiry or indication of interest that would reasonably be expected to lead to an alternative proposal, (iii) furnish any information, or access to its properties, assets or employees, to any person in connection with or in response to an alternative proposal, (iv) enter into any letter of intent or agreement in principle, or other agreement or arrangement providing for an alternative proposal (other than certain permitted confidentiality agreements), (v) waive or release any person from, forbear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract (other than certain permitted exceptions), (vi) take any action to make any "moratorium," "control share acquisition," "fair price," "supermajority," "affiliate transactions" or "business combination statute or regulation," or other similar takeover laws or (vii) resolve, agree or publicly propose to take any of the foregoing actions.

        The parties are permitted, prior to obtaining the applicable stockholder approval contemplated by the merger agreement, to engage in the activities described in clauses (ii) and (iii) above solely with and to any person who has made a written, bona fide alternative proposal that did not result from a breach of the applicable party's non-solicitation obligations; provided, that (i) no non-public information may be furnished until the party receives an executed confidentiality agreement containing limitations on the use and disclosure of non-public information no less favorable to that party in the aggregate than the terms of the confidentiality agreement between Midstates and Amplify and

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permitting any information provided thereunder to be provided to either Midstates or Amplify, as applicable; (ii) such party provides prior written notice to the other party of the identity of such third party and of such party's intention to take such actions and (iii) prior to taking any such actions, the party's board of directors or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such alternative proposal is, or would reasonably be expected to lead to, a superior proposal, and, after consultation with its outside legal counsel, that the failure to engage in such activities would be inconsistent with the board's duties under applicable law.

        See "The Merger Agreement—Covenants—No Solicitation of Alternative Proposals" for a more detailed description and a summary of other additional obligations of Midstates and Amplify.

Conditions to Closing (see page 177)

        The obligations of Midstates and Amplify to consummate the merger are subject to the satisfaction or waiver (to the extent permissible under applicable laws) of the following mutual conditions:

        The obligation of Amplify to effect the merger is also subject to the satisfaction or waiver by Amplify of the following additional conditions:

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        The obligations of Midstates and Merger Sub to effect the merger are also subject to the satisfaction or waiver by Midstates and Merger Sub of the following additional conditions:

        As further discussed under "Risk Factors," neither Midstates nor Amplify can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

        None of Midstates, Amplify or Merger Sub may rely, either as a basis for not consummating the merger or for terminating the merger agreement (as described below), on the failure of any condition set forth above, as the case may be, to be satisfied if such failure was caused by such party's breach of any provision of the merger agreement.

Termination (see page 178)

        Prior to the closing of the merger, Amplify and Midstates may terminate the merger agreement at any time by the mutual written consent.

        In addition, prior to the closing of the merger, either Midstates or Amplify may terminate the merger agreement if:

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Fees and Expense Reimbursement Relating to the Termination of the Merger Agreement (see page 179)

        Amplify or Midstates, as applicable, will be obligated to pay the other party a termination fee of $4,500,000 in the following circumstances:

        In addition, unless otherwise entitled to the $4,500,000 termination fee, Midstates or Amplify will be obligated to pay the other party an expense reimbursement fee for reasonable and documented out-of-pocket fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby if (i) such party's stockholders fail to adopt the merger agreement or approve the stock issuance proposal, as applicable, or (ii) such party commits a terminable breach (other than with respect to a breach of the change of recommendation and non-solicitation obligations, in which case the entire $4,500,000 termination fee will be due and payable).

        In no event will either party be entitled to receive more than one termination fee and one expense reimbursement fee. If a party receives a termination fee, then such party will not be entitled to also receive an expense reimbursement fee, and any payment of the expense reimbursement fee will be fully creditable against any subsequent payment of the termination fee.

Specific Performance (see page 180)

        In addition to any other remedy that may be available to each party, including monetary damages, prior to the valid termination of the merger agreement, each of the parties will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent or remedy any breaches or threatened breaches of the merger agreement by any other party and to enforce specifically its terms and provisions.

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Closing of the Merger (see page 164)

        The merger is expected to be completed in the third quarter of 2019. However, neither Midstates nor Amplify can predict the actual date on which the merger will be completed, nor can the parties assure that the merger will be completed, because completion is subject to conditions beyond each party's control.

Comparison of Rights of Common Stockholders of Midstates and Common Stockholders of Amplify (see page 199)

        Amplify stockholders receiving shares of Midstates common stock in connection with the merger will have different rights once they become stockholders of Midstates due to differences between the governing corporate documents of Midstates and Amplify. These differences are described in more detail under "Comparison of Rights of Common Stockholders of Midstates and Common Stockholders of Amplify."

Risk Factors (see page 15)

        Before voting at the Midstates annual meeting or the Amplify special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, as well as the specific factors under the heading "Risk Factors."

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RISK FACTORS

        In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in "Cautionary Statements Regarding Forward-Looking Statements," you should carefully consider the following risk factors before deciding whether to vote for the stock issuance proposal, in the case of the Midstates stockholders, or for the merger agreement proposal, in the case of the Amplify stockholders. In addition, you should consider other risks associated with the businesses of each of Midstates and Amplify because these risks will relate to the combined company following the completion of the merger. Descriptions of some of these risks can be found in the Annual Reports of Midstates and Amplify on Form 10-K for the fiscal year ended December 31, 2018, as such risks may be updated or supplemented in Midstates' and Amplify's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See "Where You Can Find More Information."

Risks Relating to the Merger

Midstates and Amplify may fail to complete the merger in the anticipated time frame or at all. Midstates' and Amplify's failure to complete the merger could adversely affect the market price of their common stock and otherwise adversely affect their businesses, results of operations and financial condition.

        The completion of the merger is not assured and is subject to a number of conditions and risks, including conditions and risks that are outside of Midstates' and Amplify's control. The merger agreement contains a number of conditions that must be satisfied or waived prior to the completion of the merger. There can be no assurance that all of the conditions to the completion of the merger will be so satisfied or waived. For example, holders of a majority of votes cast by Midstates stockholders at the special meeting may not vote in favor of the stock issuance proposal, holders of a majority of the issued and outstanding shares of Amplify common stock may not vote in favor of the merger agreement proposal or Midstates or Amplify may fail to receive any required regulatory approvals. If any of these conditions are not satisfied or waived, Midstates and Amplify will be unable to complete the merger.

        If Midstates and Amplify fail to complete the merger, their ongoing business may be adversely affected and Midstates and Amplify will not realize any of the anticipated benefits of the merger. For example, Midstates' and Amplify's failure to complete the merger may result in negative publicity or a negative impression of Midstates and Amplify in the investment community, which may adversely affect the market price of Midstates' and Amplify's common stock, and may affect Midstates' and Amplify's relationships with their respective customers, suppliers, employees and other business partners. In addition, even if Midstates and Amplify fail to complete the merger, Midstates and Amplify will still incur certain significant costs associated with the merger, primarily consisting of legal fees, accounting fees, financial advisory, financial printing and other related costs. Furthermore, pursuant to the merger agreement, if the merger is not completed, in certain specified circumstances, Midstates or Amplify may be required to pay a termination fee of $4,500,000. Accordingly, if the merger is not completed, or if there are significant delays in completing the merger, the trading price of Midstates' and Amplify's common stock and their business, results of operations and financial condition could be adversely affected.

Midstates and Amplify are subject to business uncertainties while the merger is pending, which could adversely affect their businesses, results of operations and financial condition.

        While the merger is pending, Midstates' and Amplify's customers, suppliers, employees and other business partners may delay or defer certain business decisions, or seek to terminate, change or renegotiate their relationships with Midstates or Amplify, as the case may be, as a result of the merger.

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Any of these developments could adversely affect Midstates' and Amplify's businesses, results of operations and financial condition, as well as the market price of Midstates' or Amplify's respective common stock, regardless of whether the merger is completed.

        In addition, under the terms of the merger agreement, each of Midstates and Amplify are subject to certain restrictions on the conduct of its business prior to the completion of the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability to enter into certain types or forms of contracts, acquire or dispose of certain assets under particular circumstances or incur certain amounts of indebtedness or make capital expenditures beyond certain levels under particular circumstances, as applicable. These contractual restrictions could negatively affect Midstates' and Amplify's businesses, results of operations and financial condition while the merger is pending.

Midstates' and Amplify's stockholders will be diluted by the merger.

        Pursuant to the merger agreement, Amplify's stockholders will receive 0.933 shares of Midstates common stock for each share of Amplify common stock that they hold. Accordingly, the merger will dilute the ownership position of current Midstates and Amplify stockholders in the combined company. Midstates and Amplify estimate that, upon completion of the merger, current Midstates stockholders, collectively, and current Amplify stockholders, collectively, will each own approximately 50% of the outstanding common stock of the combined company.

Because the exchange ratio is fixed as set forth in the merger agreement, Amplify stockholders cannot be certain of the market value of the shares of Midstates common stock that they will receive in connection with the merger relative to the value of the shares of Amplify common stock that they currently hold.

        Pursuant to the merger agreement, Amplify stockholders will receive 0.933 shares of Midstates common stock for each share of Amplify common stock that they hold. There is no mechanism in the merger agreement that would adjust the number of shares of Midstates common stock that Amplify stockholders will receive based on any decreases or increases in the trading price of Midstates common stock. Accordingly, the market value of the consideration that Amplify stockholders will receive in connection with the merger will depend on the respective market prices of Midstates' common stock and Amplify's common stock at the closing of the merger.

        The respective market prices of Midstates' common stock and Amplify's common stock may be highly volatile and could fluctuate significantly for various reasons, including:

Midstates and Amplify expect to incur significant costs in connection with the merger.

        Midstates and Amplify have incurred and expect to continue to incur significant non-recurring transaction-related costs associated with completing the merger, combining the operations of the two companies and achieving desired synergies. Transaction costs include legal fees, accounting fees, financial advisory, financial printing and other related costs. These costs may be substantial and, in many cases, will be borne by Midstates and Amplify whether or not the merger is completed. Midstates and Amplify will also incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and other employment-related costs. Even if the merger is

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completed, the benefits of the merger may not offset transaction costs or allow the combined company to achieve a net benefit in the near term, or at all.

Midstates and Amplify may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the merger from being completed.

        Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Defending against these claims can result in substantial costs and divert management time and resources, even if the lawsuits are without merit. An adverse judgment could result in monetary damages, which could have a negative impact on Midstates' and Amplify's respective businesses, results of operations and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, the injunction may delay or prevent the merger from being completed, which may adversely affect Midstates' and Amplify's respective businesses, results of operations and financial condition.

The merger agreement contains provisions that limit Midstates' and Amplify's ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Midstates or Amplify from making a favorable alternative transaction proposal and, in specified circumstances, could require Midstates or Amplify to pay the other party a termination fee of $4,500,000.

        The merger agreement contains certain provisions that restrict Midstates' and Amplify's ability to (i) initiate, solicit or knowingly encourage or knowingly facilitate (including by furnishing or providing information) any inquiries, proposals, or offers regarding, or the making of an alternative proposal, (ii) enter into, participate in or engage in any discussions or negotiations with respect to an alternative proposal, (iii) furnish any information or access to its properties, assets or employees, in each case, in connection with or in response to an alternative proposal or any inquiry or indication of interest that would reasonably be expected to lead to an alternative proposal, (iv) enter into any letter of intent or agreement in principle, or any other agreement providing for an alternative proposal (other than certain permitted confidentiality agreements), (v) waive or release any person from, forbear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract, (vi) take any action to make any "moratorium," "control share acquisition," "fair price," "supermajority," "affiliate transactions" or "business combination statute or regulation" or other similar takeover laws, including Section 203 of the DGCL, inapplicable to any person or any alternative proposal and (vii) resolve, agree, or publicly propose to take any of the foregoing actions. Further, even if the Midstates board or the Amplify board withdraws, modifies, or qualifies its recommendations with respect to the stock issuance proposal or the merger agreement proposal, as applicable, unless the merger agreement has been terminated in accordance with its terms, Amplify will still be required to submit the merger agreement proposal to a vote at its special meeting and Midstates will still be required to submit the stock issuance proposal to a vote at its annual meeting. In addition, the other party generally has an opportunity to offer to modify the terms of the merger in response to any third-party alternative transaction proposal before a party's board of directors may withdraw, modify or qualify its recommendation with respect to the merger agreement proposal or the stock issuance proposal, as applicable. In some circumstances, upon termination of the merger agreement, Midstates or Amplify will be required to pay a termination fee or an expense reimbursement fee of up to $4,500,000 to the other party. In addition, unless otherwise entitled to the termination fee, Midstates or Amplify may be obligated to pay the other party an expense reimbursement fee if such party terminates the merger agreement in certain circumstances. See "The Merger Agreement—Covenants—No Solicitation of Alternative Proposals," "The Merger Agreement—Termination" and "The Merger Agreement—Fees and Expense Reimbursement Relating to the Termination of the Merger Agreement."

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        These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Midstates or Amplify or pursuing an alternative transaction with either from considering or proposing such a transaction, even if, in the case of an acquisition of Amplify, it were prepared to pay consideration with a higher per share price than the per share price proposed to be received in the merger or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Amplify or the stockholders of Midstates than it might otherwise have proposed to pay because of the added expense of the $4,500,000 termination fee or the expense reimbursement fee that may become payable in certain circumstances.

The merger is subject to the receipt of approvals, consents or clearances from regulatory authorities that may impose conditions that could have an adverse effect on Midstates or Amplify or, if not obtained, could prevent completion of the merger.

        Completion of the merger is conditioned upon the receipt of certain governmental approvals. Although each party has agreed to use their respective reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained and that the other conditions to completing the merger will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the merger or require changes to the terms of the merger or other agreements to be entered into in connection with the merger agreement. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the merger or of imposing additional costs or limitations on Midstates or Amplify following completion of the merger, any of which might have an adverse effect on Midstates or Amplify following completion of the merger. For additional information about the regulatory approvals process, see "The Merger—Regulatory Approvals."

Completion of the merger may trigger change in control or other provisions in certain agreements to which Amplify is a party.

        The completion of the merger may trigger change in control or other provisions in certain agreements to which Amplify is a party. If Midstates and Amplify are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Midstates and Amplify are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Amplify. For additional information about the Change of Control Agreement, see "The Merger—Interests of Certain Amplify Directors and Executive Officers in the Merger."

Risks Relating to the Combined Company After Completion of the Merger

Even if the merger is completed, the integration of Amplify's business with that of Midstates may be more difficult, costly or time consuming than expected and the combined company may fail to realize the anticipated benefits of the merger fully or at all.

        The success of the merger will depend on Midstates' and Amplify's ability to successfully combine and integrate their respective businesses. Even if the merger is completed, there can be no assurance that Midstates and Amplify will be able to successfully combine and integrate respective businesses or otherwise realize the anticipated benefits of the merger. The combined company may perform differently than Midstates and Amplify expect. Potential difficulties that Midstates and Amplify may face in the integration process include: the inability to successfully integrate respective businesses in a manner that permits the combined company to achieve the full revenue and cost savings anticipated from the transaction; complexities associated with managing a larger and more complex business;

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challenges integrating personnel from the two companies and the loss of key employees; potential unknown liabilities and unforeseen expenses, delays or regulatory conditions in connection with the merger or the integration process; difficulties integrating relationships with customers, suppliers, employees and other business partners; and poorer performance at one or both of the companies as a result of the diversion of Amplify's or Midstates' respective management's attention in connection with the merger or the integration process. If Midstates or Amplify experience any of these difficulties or other problems in connection the integration process, Midstates and Amplify may fail to realize the anticipated benefits of the merger fully or at all.

Because Fir Tree Capital Management LP ("Fir Tree") will control approximately 26% of the common stock of the combined company upon consummation of the merger, Fir Tree may have the ability to influence major corporate decisions of the combined company.

        As of May 31, 2019, Fir Tree held approximately 23% of the outstanding shares of Midstates common stock and approximately 30% of the outstanding shares of Amplify common stock. Accordingly, upon consummation of the merger, Midstates and Amplify estimate that Fir Tree will beneficially own approximately 26% of the common stock of the combined company. As a result, Fir Tree is expected to have increased ownership of the combined company compared to its current ownership of Midstates. Accordingly, Fir Tree may have an increased ability to influence matters requiring approval by the board of directors or a stockholder vote, such as the election of directors or the approval of significant transactions, compared to its current ownership of Midstates. Fir Tree may have interests that differ from the interests of other current Midstates stockholders or other current Amplify stockholders. The concentration of ownership and voting power in Fir Tree may have the effect of delaying, preventing or deterring significant transactions with respect to the combined company and may affect the market price of the common stock of the combined company.

After the merger is completed, Amplify stockholders will become stockholders of Midstates and have their rights as stockholders governed by Midstates' organizational documents.

        Upon consummation of the merger, Amplify stockholders will receive Midstates common stock that will be governed by Midstates' organizational documents and the DGCL. For a detailed discussion of the differences between rights as stockholders of Amplify and rights as stockholders of Midstates, see "Comparison of Rights of Common Stockholders of Midstates and Common Stockholders of Amplify."

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of the combined company following completion of the pro forma events.

        The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only, and have been prepared based on available information and certain assumptions and estimates that Midstates and Amplify believe are reasonable and is not necessarily indicative of what the combined company's actual financial position or results of operations would have been had the pro forma events been completed on the dates indicated. Further, the combined company's actual results and financial position after the pro forma events may differ materially and adversely from the unaudited pro forma condensed combined financial data that is included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been prepared with the assumption that Amplify will be treated as the acquiror under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed.

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Other Risk Factors Relating to Midstates and Amplify

        In addition to the risks described above, Midstates and Amplify are, and will continue to be subject to the risks described in Midstates' and Amplify's Annual Reports on Form 10-K for the fiscal year ended December 31, 2018, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. The risks described above and in those filings represent all known material risks with respect to Midstates' and Amplify's businesses. See "Where You Can Find More Information" for the location of information incorporated by reference into this joint proxy statement/prospectus.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are not limited to historical facts but reflect Midstates' and Amplify's current beliefs, expectations or intentions regarding future events. Words such as "anticipate," "believe," "plan," "continue," "could," "estimate," "expect," "forecast," "guidance," "intend," "may," "plan," "possible," "potential," "predict," "probable," "project," "pursue," "will," "should," "target," "assume," "foresee," and other similar words, phrases or expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, without limitation, Midstates' and Amplify's plans, objectives, expectations and intentions with respect to future operations and services; required approval of the stock issuance by Midstates stockholders and adoption of the merger agreement by Amplify stockholders, and any required approvals by governmental regulatory authorities; the stock price of Midstates prior to the consummation of the merger; the stock price of Midstates following the consummation of the merger; the satisfaction of the closing conditions to the proposed merger; the future composition of the Midstates board and the management team of the combined company; and the timing of the completion of the merger.

        Forward-looking statements in this joint proxy statement/prospectus are based on certain key expectations and assumptions made by Midstates and Amplify. Although the respective management of each of Midstates and Amplify believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Midstates and Amplify can give no assurance that they will prove correct. Additionally, all forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Midstates and Amplify and difficult to predict. These risks and uncertainties also include those set forth under "Risk Factors" as well as, among others, risks and uncertainties relating to:

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        Midstates and Amplify caution that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained in Midstates' and Amplify's most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. Such forward-looking statements speak only as of their respective dates. All subsequent written and oral forward-looking statements concerning Midstates, Amplify, the merger or other matters attributable to Midstates or Amplify or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Midstates nor Amplify undertakes any obligation to update publicly any of these forward-looking statements to reflect new information or events or circumstances that may arise after the date hereof, except as may be required under applicable securities law.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDSTATES

        The following table sets forth Midstates' selected consolidated historical financial information that has been derived from Midstates' consolidated financial statements (1) as of and for the years ended December 31, 2018 and 2017, for the period from October 21, 2016 through December 31, 2016 (Successor), (2) as of and for the period from January 1, 2016 through October 20, 2016, and as of and for the years ended December 31, 2015 and 2014 (Predecessor) and (3) as of and for the three months ended March 31, 2019 and 2018. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Midstates nor does it include the effects of the merger. The selected consolidated financial data for the years ended December 31, 2018 and 2017, the period from October 21, 2016 through December 31, 2016, the period from January 1, 2016 through October 20, 2016 have been derived from Midstates' selected financial data and audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference herein in its entirety. The selected consolidated financial data for each of the years ended December 31, 2015 and 2014 have been derived from Midstates' selected financial data and audited consolidated financial statements for such years, which have not been incorporated by reference herein. The selected historical consolidated financial data for the three months ended March 31, 2019 and 2018 have been derived from Midstates' unaudited consolidated financial data included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which is incorporated by reference herein in its entirety. This selected balance sheet data as of March 31, 2018 has been derived from Midstates' unaudited consolidated financial statements as of March 31, 2018, which have not been incorporated by reference herein.

        Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods presented herein are not necessarily indicative of results to be expected for the year. In management's opinion, the accompanying unaudited historical consolidated financial data include all adjustments of a normal recurring nature necessary for a fair statement of Midstates' consolidated financial position as of March 31, 2019 and 2018, and its consolidated results of operations and cash flows for the three months ended March 31, 2019 and 2018.

        The consolidated historical financial information presented below reflect Midstates' emergence from bankruptcy proceedings and fresh start accounting following relief under Chapter 11 of Title 11 of the United States Bankruptcy Code. On September 28, 2016, the United States Bankruptcy Court for the Southern District of Texas confirmed Midstates' First Amended Joint Chapter 11 Plan of Reorganization of Midstates Petroleum Company, Inc. and its Debtor Affiliates, and subsequently emerged from bankruptcy on October 21, 2016, or the Effective Date. Upon the Effective Date, Midstates adopted and applied the relevant guidance with respect to the accounting and financial reporting for entities that have emerged from bankruptcy proceedings, or Fresh Start Accounting. The adoption of Fresh Start Accounting resulted in a new reporting entity, the Successor, for financial reporting purposes. The reorganized company is referred to below as the "Successor" for periods subsequent to October 21, 2016, and the "Predecessor" for periods prior to October 20, 2016.

        The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Midstates, nor does it include the effects of the merger. This summary should be read together with the other information contained in Midstates' Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, including the section entitled "Management's Discussion and Analysis of Financial

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Condition and Results of Operations" and the consolidated financial statements and related notes thereto.

 
  Successor    
  Predecessor  
 
   
   
   
   
   
  For the
Period
October 21,
2016 through
December 31,
2016
   
  For the
Period
January 1,
2016
through
October 20,
2016
   
   
 
 
  Three months
ended March 31,
  Year ended
December 31,
   
   
  Year ended
December 31,
 
 
   
   
 
 
   
   
 
(in thousands, except per share amounts)
  2019   2018   2018(5)   2017    
   
  2015(1)   2014(2)  
   
   
 

Income Statement Data

                                                         

Total revenues

  $ 22,109   $ 48,905   $ 208,637   $ 228,753       $ 48,525       $ 193,228   $ 365,145   $ 794,183  

Net income (loss)

    (17,807 )   4,004     49,784     (85,077 )       9,930         1,323,079     (1,797,195 )   116,929  

Net income (loss) attributable to common shareholders(3)

    (17,807 )   3,905     48,390     (85,077 )       9,650         1,306,557     (1,798,143 )   67,271  

Net income (loss) per share attributable to common shareholders basic and diluted

  $ (0.78 ) $ 0.15   $ 1.91   $ (3.39 )     $ 0.39       $ 122.74   $ (232.74 ) $ 10.13  

Cash Flow Data

                                                         

Net cash provided by operating activities

  $ 13,165   $ 22,147   $ 107,155   $ 119,601       $ 23,644       $ 61,997   $ 213,383   $ 351,544  

Net cash used in investing activities

    (9,527 )   (31,758 )   (57,952 )   (125,964 )       (23,346 )       (133,307 )   (294,556 )   (404,264 )

Net cash (used in) provided by financing activities

    (14,262 )   (50,459 )   (106,360 )   (1,978 )               66,757     150,709     31,114  

Other Financial Data

                                                         

Adjusted EBITDA(4)

    14,196     27,311     111,621     125,166         26,766         93,465     315,340     474,098  

(1)
The year ended December 31, 2015, reflects the sale of certain of Midstates' oil and gas properties in Beauregard and Calcasieu Parishes, Louisiana Dequincy Divestiture ("Dequincy Divestiture"), which closed on April 21, 2015.

(2)
The year ended December 31, 2014, reflects the sale of all ownership interest in developed and undeveloped acreage in the Pine Prairie field area of Evangeline Parish, Louisiana ("Pine Prairie Disposition"), which closed on May 1, 2014.

(3)
The years ended December 31, 2015 and 2014, include the effect of an undeclared Series A Preferred Stock dividend of $0.9 million and $10.4 million, respectively, which was paid in shares upon the mandatory conversion of the preferred stock into common stock on September 30, 2015.

(4)
Adjusted EBITDA is a non-GAAP financial measure. Midstates defines Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, depletion and amortization, property impairments, asset retirement obligation accretion, unrealized derivative gains and losses, reorganization items and defined non-cash share-based compensation expense. See "—Midstates' Reconciliation of Adjusted EBITDA to Net Income (loss)."

(5)
The year ended December 31, 2018, reflects the Anadarko Basin divestiture, which closed on May 31, 2018.
 
  Successor    
  Predecessor  
 
   
 
 
  March 31,   December 31,    
  December 31,  
 
   
 
 
  2019   2018   2018(4)   2017   2016    
  2015(1)   2014(2)  
(in thousands)
   
 

Balance Sheet Data

                                               

Cash and cash equivalents

  $ 717   $ 8,428   $ 11,341   $ 68,498   $ 76,838       $ 81,093   $ 11,557  

Net property and equipment

    538,678     592,647     553,469     574,462     631,595         523,869     2,123,116  

Total assets

    572,797     645,622     605,495     688,128     760,939         679,167     2,447,175  

Total debt, including debt classified as current(3)

    59,059     78,059     23,059     128,059     128,059         1,890,944     1,706,532  

Stockholders' equity (deficit)

    473,549     491,928     541,677     485,587     561,814         (1,326,066 )   465,862  

Weighted average number of shares of common stock outstanding

    22,837     25,299     25,337     25,119     25,009         7,726     6,644  

(1)
As of December 31, 2015, reflects the Dequincy Divestiture, which closed on April 21, 2015.

(2)
As of December 31, 2014, reflects the Pine Prairie Disposition, which closed on May 1, 2014.

(3)
At December 31, 2015, Midstates was in default under its reserves-based revolving credit facility. As a result, Midstates' debt was classified as current as of December 31, 2015.

(4)
As of December 31, 2018, reflects the Anadarko Basin divestiture, which closed on May 31, 2018.

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Table of Contents

Midstates' Reconciliation of Adjusted EBITDA to Net Income (loss)

 
  Successor    
  Predecessor  
 
   
   
   
   
   
  For the
Period
October 21,
2016 through
December 31,
2016
   
  For the
Period
January 1,
2016
through
October 20,
2016
   
   
 
 
  Three months
ended March 31,
  Year ended
December 31,
   
   
  Year ended
December 31,
 
 
   
   
 
 
   
   
 
 
  2019   2018   2018(5)   2017    
   
  2015(1)   2014(2)  
(in thousands)
   
   
 

Adjusted EBITDA reconciliation to net income (loss):

                                                         

Net income (loss)

  $ (17,807 ) $ 4,004   $ 49,784   $ (85,077 )     $ 9,930       $ 1,323,079   $ (1,797,195 ) $ 116,929  

Depreciation, depletion and amortization

    11,794     15,213     62,000     65,832         12,974         62,302     198,643     269,935  

Impairment in carrying value of oil and gas properties

    9,653             125,300                 232,108     1,625,776     86,471  

Loss on sale/impairment of field equipment inventory

                                    1,997     4,056  

(Gains) on commodity derivative contracts—net

    (7,732 )   3,939     (3,555 )   (3,659 )                   (40,960 )   (139,189 )

Net cash received (paid) for commodity derivative contracts not designated as hedging instruments

    769     (160 )   (7,328 )   6,891                     167,669     (18,332 )

Reorganization items, net

                                (1,594,281 )        

Income tax expense (benefit)

                                    (9,641 )   6,395  

Interest income

    (5 )   (19 )   (33 )   (9 )               (81 )   (115 )   (39 )

Interest expense—net of amounts capitalized (Predecessor Period excludes interest expense of $89.5 million on senior and secured notes)

    937     1,827     4,500     5,592         743         66,360     163,148     137,548  

Asset retirement obligation accretion

    157     297     846     1,100         210         1,414     1,610     1,706  

Share-based compensation, net of amounts capitalized

    966     2,210     5,407     9,196         2,909         2,564     4,408     8,618  

Adjusted EBITDA

    14,196     27,311   $ 111,621   $ 125,166       $ 26,766       $ 93,465   $ 315,340   $ 474,098  

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMPLIFY

        When referring to Amplify Energy Corp. (also referred to as "Successor" or "Amplify"), the intent is to refer to Amplify Energy Corp., a Delaware corporation, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made. Amplify is the successor reporting company of Memorial Production Partners LP ("MEMP") pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). When referring to "Predecessor" in reference to the period prior to the emergence from bankruptcy, the intent is to refer to MEMP, the predecessor that was dissolved following the effective date of the Plan (as defined below) and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made.

        Amplify was formed in March 2017 in connection with the reorganization of the Predecessor. The Predecessor was publicly traded from December 2011 to May 2017. On January 16, 2017 (the "Petition Date"), MEMP and certain of its subsidiaries (collectively with MEMP, the "Debtors") filed voluntary petitions (the cases commenced thereby, the "Chapter 11 proceedings") under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code" or "Chapter 11") in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). The Debtors' Chapter 11 proceedings were jointly administered under the caption In re Memorial Production Partners LP, et al. (Case No. 17-30262). On April 14, 2017, the Bankruptcy Court entered an order (the "Confirmation 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 "Effective Date"), the Debtors satisfied the conditions to effectiveness of the Plan, the Plan became effective in accordance with its terms and Amplify emerged from bankruptcy.

        The following table sets forth Amplify's selected consolidated historical financial information that has been derived from Amplify's consolidated financial statements (1) as of and for the year ended December 31, 2018, for the period from May 5, 2017 through December 31, 2017 (Successor), (2) as of and for the period from January 1, 2017 through May 4, 2017, as of and for the years ended December 31, 2016, 2015 and 2014 (Predecessor) and (3) as of and for the three months ended March, 2019 and 2018. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Amplify nor does it include the effects of the merger. The selected consolidated financial data for the year ended December 31, 2018, the period from May 5, 2017 through December 31, 2017, the period from January 1, 2017 through May 4 , 2017 and the year ended December 31, 2016 have been derived from Amplify's selected financial data and audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference herein in its entirety. The selected consolidated financial data for each of the years ended December 31, 2015 and 2014 have been derived from Amplify's selected financial data and audited consolidated financial statements for such years, which have not been incorporated by reference herein. The selected historical consolidated financial data for the three months ended March 31, 2019 and 2018 have been derived from Amplify's unaudited consolidated financial data included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which is incorporated by reference herein in its entirety. This selected balance sheet data as of March 31, 2018 has been derived from Amplify's unaudited consolidated financial statements as of March 31, 2018 which have not been incorporated by reference herein.

        Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods presented herein are not necessarily indicative of results to be expected for the year. In management's opinion, the accompanying unaudited historical consolidated financial data include all adjustments of a normal recurring nature necessary for a fair statement of Amplify's consolidated financial position as of March 31, 2019 and 2018, and its consolidated results of operations and cash flows for the three months ended March 31, 2019 and 2018.

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Table of Contents

        The consolidated historical financial information presented below reflect Amplify's emergence from bankruptcy proceedings and fresh start accounting following relief under Chapter 11 of Title 11 of the United States Bankruptcy Code. On April 14, 2017, the United States Bankruptcy Court for the Southern District of Texas, Houston Division, confirmed Amplify's Second Amended Joint Chapter 11 Plan of Reorganization of Amplify and its Debtor Affiliates, and subsequently emerged from bankruptcy on May 4, 2017, or the Effective Date. Upon the Effective Date, Amplify adopted and applied the relevant guidance with respect to the accounting and financial reporting for entities that have emerged from bankruptcy proceedings, or Fresh Start Accounting. The adoption of Fresh Start Accounting resulted in the new reporting entity, the Successor, for financial reporting purposes. The reorganized company is referred to below as the "Successor" for periods subsequent to May 4, 2017, and the "Predecessor" for periods prior to May 3, 2017.

        The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Amplify, nor does it include the effects of the merger. This summary should be read together with the other information contained in Amplify's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, including the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto.

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Table of Contents

 
  Successor    
   
   
   
   
 
 
   
  Predecessor  
 
   
   
   
  Period from
May 5, 2017
through
December 31,
   
 
 
  For the Three
Months
Ended March 31,
  For the Year
Ended
December 31,
   
  Period from
January 1, 2017
through
  For the Year Ended December 31,  
($ in thousands, except per share/unit data)
  2019   2018   2018   2017    
  May 4, 2017   2016   2015   2014  
   
 

Statement of Operations Data:

                                                     

Revenues:

                                                     

Oil & natural gas sales

  $ 65,067   $ 87,847   $ 339,840   $ 205,176       $ 108,970   $ 284,051   $ 355,422   $ 561,677  

Pipeline tariff income and other

    88     85     304     303         231     529     2,725     4,366  

Total revenues

    62,155     87,932     340,144     205,479         109,201     284,580     358,147     566,043  

Costs and expenses:

                                                     

Lease operating expense

    28,910     29,570     114,405     74,547         35,568     126,175     168,199     143,733  

Gathering, processing and transportation

    4,657     5,600     23,231     18,652         10,772     34,979     34,939     31,892  

Exploration

    15     34     3,045     32         21     981     2,317     2,750  

Taxes other than income

    4,409     5,037     20,364     11,101         5,187     15,540     25,828     33,141  

Depreciation, depletion and amortization

    11,166     12,958     52,334     35,979         37,717     171,629     195,814     185,955  

Impairment of proved oil and natural gas properties

                            183,437     616,784     407,540  

General and administrative expense

    9,308     10,657     43,129     29,506         31,606     63,280     56,671     49,124  

Accretion of asset retirement obligations

    1,311     1,718     5,711     4,384         3,407     10,231     7,125     5,773  

(Gain) loss on commodity derivative instruments

    32,487     10,456     (8,155 )   31,609         (23,076 )   117,105     (462,890 )   (492,254 )

Gain (loss) on sale of properties

            2,373                 (2,754 )   (2,998 )    

Other, net

    143         943     485         36     516     (665 )   (11 )

Total costs and expenses

    92,406     78,403     258,621     206,295         101,238     721,119     641,124     367,643  

Operating income (loss)

    (27,251 )   9,529     81,523     (816 )       7,963     (436,539 )   (282,977 )   198,400  

Other income (expense):

                                                     

Interest expense, net

    (4,089 )   (5,772 )   (21,923 )   (15,936 )       (10,243 )   (146,031 )   (115,154 )   (83,550 )

Other income (expense)

            190     16,981         8     8     43     (657 )

Gain (loss) on extinguishment of debt

            (3,034 )               42,337     422      

Total other income (expense)

    (4,089 )   (5,772 )   (24,767 )   1,045         (10,235 )   (103,686 )   (114,689 )   (84,207 )

Income (loss) before reorganization items, net and income taxes

    (31,340 )   3,757     56,756     229         (2,272 )   (540,225 )   (397,666 )   114,193  

Reorganization items, net

    (187 )   (518 )   (2,147 )   (1,119 )       (88,774 )            

Income tax benefit (expense)

    50             2,176         91     (173 )   2,175     1,421  

Net income (loss)

    (31,477 )   3,239     54,609     1,286         (90,955 )   (540,398 )   (395,491 )   115,614  

Net income (loss) attributable to noncontrolling interest

                                386     32  

Net income (loss) attributable to Successor/Predecessor

    (31,477 )   3,239   $ 54,609   $ 1,286       $ (90,955 ) $ (540,398 ) $ (395,877 ) $ 115,582  

Successor/Predecessor interest in net income (loss):

                                                     

Net income (loss) attributable to Successor/Predecessor

  $ (31,477 )   3,239   $ 54,609   $ 1,286       $ (90,955 ) $ (540,398 ) $ (395,877 ) $ 115,582  

Net (income) loss allocated to previous owners

                                2,268     2,465  

Net (income) loss allocated to Predecessor's general partner

                            168     327     (206 )

Net (income) loss allocated to NGP IDRs

                                (83 )   (88 )

Net (income) allocated to participating restricted stockholders

        (83 )   (2,426 )   (35 )                    

Net income (loss) available to common stockholders/limited partners

    (31,477 )   3,156   $ 52,183   $ 1,251       $ (90,955 ) $ (540,230 ) $ (393,365 ) $ 117,753  

Earnings per share/unit:

                                                     

Basic earnings per share/unit

  $ 1.42   $ 0.13   $ 2.09   $ 0.05       $ (1.09 ) $ (6.48 ) $ (4.71 ) $ 1.66  

Diluted earnings per share/unit

  $ 1.42   $ 0.13   $ 2.09   $ 0.05       $ (1.09 ) $ (6.48 ) $ (4.71 ) $ 1.66  

Predecessor's cash distributions declared per unit

   
n/a
   
n/a
   
n/a
   
n/a
       
n/a
   
0.16
   
1.95
   
2.20
 

Cash Flow Data:

                               
 
   
 
   
 
   
 
 

Net cash flow provided by operating activities

  $ 10,800     42,147   $ 141,781   $ 94,642       $ 125,498   $ 408,626   $ 216,751   $ 254,273  

Net cash (used in) investing activities

    (10,500 )   (13,284 )   23,666     (53,357 )       (6,496 )   (16,442 )   (337,569 )   (1,386,109 )

Net cash provided by (used in) financing activities

    (25,128 )   (29,213 )   (121,810 )   (62,594 )       (106,674 )   (377,410 )   120,447     1,111,108  

Balance Sheet Data:

                               
 
   
 
   
 
   
 
 

Working capital (deficit)

    3,006     (4,810 ) $ 55,179   $ 35,948       $ 59,527   $ (1,581,193 ) $ 246,778   $ 150,953  

Total assets

    796,183     836,843     836,843     917,464         981,427     1,973,254     2,906,003     3,168,494  

Current portion of long-term debt(1)

                            1,622,904          

Long-term debt(1)

    270,000     294,000     294,000     376,000         430,000         2,000,579     1,574,147  

Total equity

    385,497     416,558     416,558     393,933         390,140     99,489     645,492     1,296,314  

(1)
Due to the existing and anticipated financial covenant violations at December 31, 2016, the borrowings under Amplify's predecessor's revolving credit facility and the Predecessor's 7.625% senior notes due May 2021 and 6.875% senior notes due August 2022 were classified as current at December 31, 2016. There were no existing or anticipated financial covenant violations as of December 31, 2018 and 2017, respectively.

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Table of Contents


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL DATA

        The following summary unaudited pro forma condensed consolidated and combined balance sheet data gives effect to the proposed merger as if it had occurred on March 31, 2019, while the unaudited pro forma condensed consolidated and combined statement of operations data for the year ended December 31, 2018 and the three months ended March 31, 2019 is presented as if the merger had occurred on January 1, 2018. The following summary unaudited pro forma condensed consolidated and combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the merger occurred as of the dates indicated. In addition, the unaudited pro forma condensed consolidated and combined financial statements do not purport to project the future financial position or operating results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors". The following summary unaudited pro forma condensed consolidated and combined financial statements should be read in conjunction with the section titled "Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements" beginning on page 181 and the related notes.

 
  Three Months Ended
March 31, 2019
  For The Year Ended
December 31, 2018
 
 
  (In thousands, except per share amounts)
 
 
  (unaudited)
 

Unaudited Pro Forma of Condensed Consolidated and Combined Statement of Operations Data:

             

Total revenues

  $ 94,996   $ 545,226  

Net income (loss)

  $ (32,035 ) $ 142,372  

Earnings (loss) per share, basic

  $ (0.73 ) $ 3.09  

Earnings (loss) per share, diluted

  $ (0.73 ) $ 3.09  

 

 
  As of
March 31, 2019
 
 
  (In thousands)
 
 
  (unaudited)
 

Pro Forma Condensed Consolidated and Combined Balance Sheet Data:

       

Cash and cash equivalents

  $ 25,593  

Total assets

  $ 1,030,062  

Long term debt

  $ 329,059  

Total equity

  $ 505,197  

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Table of Contents


UNAUDITED COMPARATIVE PER SHARE INFORMATION

        The following tables present Midstates' and Amplify's historical and pro forma per share data for the year ended December 31, 2018 and for the three months ended March 31, 2019. The pro forma per share data for the year ended December 31, 2018 and as of and for the three months ended March 31, 2019 is presented as if the merger had been completed on January 1, 2018. Except for the historical information for the year ended December 31, 2018, the information provided in the tables below is unaudited.

        Historical per share data of Midstates for the year ended December 31, 2018 and the three months ended March 31, 2019 was derived from Midstates' historical financial statements for the respective periods. Historical per share data of Amplify for the year ended December 31, 2018 and the three months ended March 31, 2019 was derived from Amplify's historical financial statements for the respective periods. This information should be read together with the historical consolidated financial statements and related notes of Midstates and Amplify filed by each with the SEC, and that are incorporated into this joint proxy statement/prospectus by reference. See "Where You Can Find More Information."

        Unaudited pro forma combined per share data for the year ended December 31, 2018 and the three months ended March 31, 2019 was derived and should be read in conjunction with the unaudited pro forma condensed combined financial data included under "Unaudited Pro Forma Condensed Combined Financial Statements." The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the period.

 
  Three Months Ended March 31, 2019  
 
  Midstates
Historical
(unaudited)
  Amplify
Historical
(unaudited)
  Pro Forma
Combined
(unaudited)
 

Net Earnings (Loss) Per Share

                   

Basic

  $ (0.78 ) $ (1.42 ) $ (0.73 )

Diluted

  $ (0.78 ) $ (1.42 ) $ (0.73 )

Book Value Per Share

  $ 20.74   $ 17.38   $ 11.59  

Cash Dividends Per Share(1)

  $   $   $  

(1)
Neither Midstates nor Amplify have paid any cash dividends on their shares of common stock and neither Midstates nor Amplify intends to do so in the foreseeable future. See "Market Price and Dividend Information."
 
  Year Ended December 31, 2018  
 
  Midstates
Historical
  Amplify
Historical
  Pro Forma
Combined
(unaudited)
 

Net Earnings (Loss) Per Share

                   

Basic

  $ 1.91   $ 2.09   $ 3.09  

Diluted

  $ 1.91   $ 2.09   $ 3.09  

Book Value Per Share

  $ 21.38   $ 16.69     (2 )

Cash Dividends Per Share(1)

  $   $   $  

(1)
Neither Midstates nor Amplify have paid any cash dividends on their shares of common stock and neither Midstates nor Amplify intends to do so in the foreseeable future. See "Market Price and Dividend Information."

(2)
Pro forma balance sheet at December 31, 2018 was not required and therefore pro forma net book value per share is not calculated.

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Table of Contents

UNAUDITED PRO FORMA OIL, NATURAL GAS AND NGL RESERVE INFORMATION

        The following tables present the estimated unaudited pro forma combined net proved developed and undeveloped oil, natural gas and NGL reserves as of December 31, 2018. The pro forma reserve information set forth below gives effect to the merger as if the merger had been completed on January 1, 2018. The following summary pro forma reserve information has been prepared for illustrative purposes only and is not intended to be a projection of future results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page 15. The summary pro forma reserve information should be read in conjunction with the section titled "Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements" beginning on page 181 and the related notes included elsewhere in this joint proxy statement/prospectus.

 
  Year Ended December 31, 2018  
 
  Amplify
Historical
  Midstates
Historical
  Pro Forma
Combined
 

Proved Developed Reserves:

                   

Oil (MBbls)

    54,147     10,995     65,142  

Natural Gas (MMcf)

    232,110     147,248     379,358  

NGLs (MBbls)

    17,324     13,425     30,749  

Proved Undeveloped Reserves:

                   

Oil (MBbls)

    15,477     7,070     22,547  

Natural Gas (MMcf)

    61,849     63,265     125,114  

NGLs (MBbls)

    4,248     5,846     10,094  

 

 
  Three Months Ended March 31, 2019  
 
  Amplify
Historical
  Midstates
Historical
  Pro Forma
Combined
 

Production:

                   

Oil (MBbls)

    752     304     1,056  

Natural Gas (MMcf)

    5,490     3,413     8,903  

NGLs (MBbls)

    265     318     583  

Crude oil equivalents (Mboe)

    1,932     1,191     3,123  

 

 
  Year Ended December 31, 2018  
 
  Amplify
Historical
  Midstates
Historical
  Pro Forma
Combined
 

Production:

                   

Oil (MBbls)

    3,335     1,740     5,075  

Natural Gas (MMcf)

    29,176     17,444     46,620  

NGLs (MBbls)

    1,496     1,465     2,961  

Crude oil equivalents (Mboe)

    9,694     6,112     15,806  

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MARKET PRICE AND DIVIDEND INFORMATION

Market Price Information

        Midstates' common stock is listed on the NYSE under the symbol "MPO." Amplify's common stock is quoted on the OTC under the symbol "AMPY."

        The high and low trading prices for the Midstates common stock as of May 3, 2019, the last trading day immediately before the public announcement of the merger were $13.23 and $12.73, respectively.

        The high and low trading price for the Amplify common stock as of May 3, 2019, the last trading day immediately before the public announcement of the merger was $6.95. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

        As of                    , 2019, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, there were             shares of Midstates common stock outstanding and approximately            holders of record of Midstates common stock, and            shares of Amplify common stock outstanding and approximately            holders of record of Amplify common stock.

        Because the exchange ratio will not be adjusted for changes in the market price of either Midstates common stock or Amplify common stock, the market value of Midstates common stock that Amplify stockholders will have the right to receive on the date the merger is completed may vary significantly from the market value of the Midstates common stock that Amplify stockholders would receive if the merger were completed on the date of this joint proxy statement/prospectus. As a result, you should obtain recent market prices of Midstates common stock and Amplify common stock prior to voting your shares. See "Risk Factors—Risks Relating to the Merger—Because the exchange ratio is fixed as set forth in the merger agreement, Amplify stockholders cannot be certain of the market value of the shares of Midstates common stock that they will receive in connection with the merger relative to the value of the shares of Amplify common stock that they currently hold."

        The following table sets forth the closing sale price per share of Midstates common stock and share of Amplify common stock as reported on the NYSE and the OTC, respectively, on May 3, 2019, the last trading day before the public announcement of the parties entering into the merger agreement, and on                    , 2019, the last practicable trading day prior to the mailing of this joint proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration proposed for each share of Amplify common stock as of the same two dates. The implied value was calculated by multiplying the NYSE closing price of a share of Midstates common stock on the relevant date by the exchange ratio of 0.933 shares of Midstates common stock for each share of Amplify common stock.

 
  Midstates
Common Stock
Closing Price
  Amplify
Common Stock
Closing Price
  Exchange
Ratio
  Estimated Midstates
Equivalent Per
Share Value
 

May 3, 2019

  $ 12.81   $ 6.95     0.933   $ 11.96  

                    , 2019

  $     $           $    

Dividends

        Neither Midstates nor Amplify has declared or paid any cash dividends with respect to their common stock since emerging from bankruptcy, and neither anticipates declaring any dividend with respect to its common stock in the foreseeable future. In addition to other restrictions on dividends, the merger agreement prohibits each company (unless consented to in advance by the other company, which consent may not be unreasonably withheld, conditioned or delayed) from paying dividends to holders of such company's common stock until the earlier of the effective time and the termination of the merger agreement in accordance with its terms. For additional information, see "The Merger—Dividend Policy."

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table presents Midstates' and Amplify's historical and pro forma per share data for the three months ended March 31, 2019 and year ended December 31, 2018. The pro forma per share data for the three months ended March 31, 2019 and year ended December 31, 2018 is presented as if the merger had been completed on January 1, 2018. Except for the historical information for the year ended December 31, 2018, the information provided in the table below is unaudited. This information should be read together with the historical consolidated financial statements and related notes of Midstates and Amplify, filed by each with the SEC, and incorporated by reference in this joint proxy statement/prospectus, and with the unaudited pro forma condensed consolidated and combined financial statements included in the section entitled "Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements" beginning on page 181.

 
  Three Months Ended
March 31, 2019
  For The Year Ended
December 31, 2018
 

Midstates

             

Net income attributable to common stockholders (per basic share)

  $ (0.78 ) $ 1.91  

Net income attributable to common stockholders (per diluted share)

  $ (0.78 ) $ 1.91  

Cash dividends declared per share (unaudited)

  $   $  

Net book value per share (unaudited)

  $ 20.74   $ 21.38  

Amplify

             

Net income attributable to common stockholders (per basic share)

  $ (1.42 ) $ 2.09  

Net income attributable to common stockholders (per diluted share)

  $ (1.42 ) $ 2.09  

Cash dividends declared per share (unaudited)

  $   $  

Net book value per share (unaudited)

  $ 17.38   $ 16.69  

Pro Forma Condensed Consolidated and Combined (unaudited)

             

Net income attributable to common stockholders (per basic share)

  $ (0.73 ) $ 3.09  

Net income attributable to common stockholders (per diluted share)

  $ (0.73 ) $ 3.09  

Cash dividends declared per share (unaudited)

  $   $  

Net book value per share (unaudited)

  $ 11.59     (b )

(a)
Determined using the pro forma condensed consolidated and combined per share data multiplied by 0.933 (the exchange ratio of Amplify share for a Midstates share assuming no Amplify stockholders exercise appraisal rights).

(b)
Pro forma balance sheet at December 31, 2018 was not required and therefore pro forma net book value per share was not calculated.

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INFORMATION ABOUT THE PARTIES

Midstates Petroleum Company, Inc.

        Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling, completion and production operations techniques in oil and liquids-rich basins in the onshore United States, with a focus on exploration and production activities in the Mississippian Lime play in Northern Oklahoma. Midstates was incorporated in Delaware on October 25, 2011.

        Shares of Midstates common stock are traded on the NYSE under the symbol "MPO."

        The principal executive offices of Midstates are located at 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103 and its telephone number is (918) 947-8550. Additional information about Midstates and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information."

Midstates Holdings, Inc. (Merger Sub)

        Midstates Holdings, Inc. is a wholly owned subsidiary of Midstates. Merger Sub was formed by Midstates solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the merger agreement. Its principal executive offices are located at c/o Midstates Petroleum Company, Inc., 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103 and its telephone number is (918) 947-8550.

Amplify Energy Corp.

        Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties located in the Rockies, federal waters offshore Southern California, East Texas / North Louisiana and South Texas.

        Shares of Amplify common stock are quoted on the OTC under the symbol "AMPY."

        The principal executive offices of Amplify are located at 500 Dallas Street, Suite 1700, Houston, Texas 77002 and its telephone number is (713) 490-8900. Additional information about Amplify and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information."

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MIDSTATES ANNUAL MEETING

General

        This joint proxy statement/prospectus is being provided to Midstates stockholders as part of a solicitation of proxies by the Midstates board for use at the Midstates annual meeting and at any adjournments or postponements of the Midstates annual meeting. This joint proxy statement/prospectus provides Midstates stockholders with information about the Midstates annual meeting and should be read carefully in its entirety.

Date, Time and Place of the Midstates Annual Meeting

        The Midstates annual meeting will be held on                  , 2019 at the offices of Latham, located at 811 Main St., Suite 3700, Houston Texas, 77002, at                   local time.

Purposes of the Midstates Annual Meeting

        The Midstates annual meeting is being held to consider and vote upon the following proposals:

Recommendation of the Midstates Board

        The disinterested members of the Midstates board unanimously recommend that the Midstates stockholders vote:

        The Midstates board (i) determined that the merger agreement and the transactions contemplated thereby, including the merger and the issuance of Midstates common stock (the "stock issuance"), are

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in the best interests of, and advisable to, Midstates and its stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, (iii) approved the execution, delivery and performance by Midstates of the merger agreement, including the merger and the stock issuance, upon the terms and subject to the conditions contained therein, and (iv) directed that the stock issuance required under the terms of the merger agreement be submitted to the holders of Midstates common stock for approval at the Midstates annual meeting.

        This joint proxy statement/prospectus contains important information regarding these proposals and factors that Midstates stockholders should consider when deciding how to cast their votes. Midstates stockholders are encouraged to read this entire document carefully, including the annexes to and the documents incorporated by reference into this document, for more detailed information regarding the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the stock issuance proposal.

Attendance at the Midstates Annual Meeting

        Only Midstates stockholders of record as of the close of business on the record date, beneficial owners as of the close of business on the record date, holders of valid proxies for the Midstates annual meeting and invited guests of Midstates may attend the Midstates annual meeting.

        All attendees must present a form of government-issued photo identification, such as a driver's license or passport, in order to be admitted to the Midstates annual meeting. The additional items, if any, that attendees must bring depend on whether they are stockholders of record, beneficial owners or proxy holders and are set forth below.

        No cameras, laptops, recording equipment or other similar electronic devices, signs, placards, briefcases, backpacks, large bags or packages will be permitted in the Midstates annual meeting. Midstates reserves the right to deny admittance to any Midstates stockholder who attempts to bring any such item into the Midstates annual meeting. Small purses are permissible, but they and any bags or packages permitted in the Midstates annual meeting room will be subject to inspection. The use of mobile phones or other communication devices, tablets and similar electronic devices during the Midstates annual meeting is prohibited, and such devices must be turned off and put away before entering the meeting room. All security procedures and instructions require strict adherence. By attending the Midstates annual meeting, Midstates stockholders agree to abide by the agenda and

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procedures for the Midstates annual meeting, copies of which will be distributed to attendees at the Midstates annual meeting.

Stockholders of Record and Beneficial Owners

        Most of Midstates stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

        Stockholders of Record.    If your shares are registered directly in your name with Midstates' transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials, including a proxy card, are being sent directly to you by Midstates' agent. As a stockholder of record, you have the right to vote by proxy or to vote in person at the Midstates annual meeting.

        Beneficial Owners.    If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name," and the proxy materials will be forwarded to you by your broker or nominee. The broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker how to vote. Beneficial owners that receive the proxy materials by mail from the stockholder of record should follow the instructions included in the proxy materials to transmit voting instructions.

Voting Stock

        Midstates common stock is the only class of securities that entitles holders to vote generally at meetings of Midstates stockholders. Each share of common stock outstanding on the record date (defined below) is entitled to one vote.

Record Date

        The record date for the determination of stockholders entitled to notice of and to vote at the Midstates annual meeting is                        , 2019. Only Midstates stockholders who held shares of record at the close of business on                        , 2019, or proxy holders therefor, are entitled to vote at the Midstates annual meeting and any adjournment or postponement of the Midstates annual meeting, so long as such shares remain outstanding on the date of the Midstates annual meeting.

Outstanding Shares as of Record Date

        As of the close of business on the record date, there were                        shares of Midstates common stock outstanding, held by                         holders of record, and no shares of preferred stock, par value $0.01 per share, of Midstates ("Midstates preferred stock") outstanding. Each outstanding share of Midstates common stock entitles its holder of record to one vote on each matter considered at the Midstates annual meeting. Midstates common stock is the only class of stock entitled to vote at the Midstates annual meeting, and holders of Midstates common stock are entitled to vote on the stock issuance proposal and the Midstates adjournment proposal.

        A complete list of registered Midstates stockholders entitled to vote at the Midstates annual meeting will be available for inspection during ordinary business hours at the principal place of business of Midstates at 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103, for a period of at least ten days before the Midstates annual meeting and at the place of the Midstates annual meeting for the duration of the meeting.

Quorum and Adjournments

        In order for business to be conducted at the Midstates annual meeting, a quorum must be present. A quorum requires the presence, in person or represented by proxy, of holders of a majority of the

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shares of Midstates common stock entitled to vote at the Midstates annual meeting. For purposes of determining whether there is a quorum, all shares that are present and entitled to vote, including abstentions, will count towards the quorum.

        If a quorum is not present, the chairman of the meeting or a majority of the outstanding shares of Midstates common stock entitled to vote who are present in person or by proxy at the Midstates annual meeting have the power to adjourn the Midstates annual meeting from time to time, without notice other than an announcement at the Midstates annual meeting, until a quorum is present. At any adjourned Midstates annual meeting at which a quorum is present, any business may be transacted that might have been transacted at the Midstates annual meeting as originally notified.

Vote Required

        The votes required for each proposal are as follows:

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        As of May 31, 2019, the stockholders who signed voting agreements beneficially owned approximately 35.5% of the outstanding shares of Midstates common stock entitled to vote at the Midstates annual meeting. Pursuant to the voting agreements, each stockholder has agreed to vote its shares in favor of the stock issuance proposal and the Midstates adjournment proposal. For more information, see "The Merger—Voting and Support Agreements."

        An automated system that D.F. King & Co., Inc. administers will tabulate the votes. Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. Brokers are permitted to vote on discretionary items if they have not received instructions from the beneficial owners (a "broker non-vote"), but they are not permitted to vote on non-discretionary items absent instructions from the beneficial owner. Broker non-votes generally occur because the broker (i) does not receive voting instructions from the beneficial owner and (ii) lacks discretionary authority to vote the shares. Accordingly, if your broker submits a proxy for your shares of Midstates common stock with respect to the auditor ratification proposal but you do not provide specific instructions to your broker how to vote with respect to the stock issuance proposal, the election of directors proposal, the executive compensation proposal or the Midstates adjournment proposal, the proxy for your shares will be considered a broker non-vote for each such proposal. Broker non-votes are considered not entitled to vote on the stock issuance proposal, the election of directors proposal, the executive compensation proposal and the Midstates adjournment proposal and will therefore have no effect on the outcome of any of these proposals.

How to Vote

        Midstates stockholders of record as of the record date may have their shares voted by submitting a proxy or may vote in person at the Midstates annual meeting by following the instructions provided on the enclosed proxy card. Midstates recommends that Midstates stockholders entitled to vote submit a proxy even if they plan to attend the Midstates annual meeting.

        Midstates stockholders who hold their shares beneficially in "street name" and wish to submit a proxy must provide instructions to the broker, bank, trustee or other nominee that holds their shares of record as to how to vote their shares with respect to Proposals 1, 2, 3 and 5. Midstates stockholders who hold their shares beneficially and wish to vote in person at the Midstates annual meeting must obtain a "legal proxy."

        Midstates stockholders of record may submit a proxy in one of four ways or vote in person at the Midstates annual meeting:

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        Midstates stockholders are encouraged to submit a proxy promptly. Each valid proxy received in time will be voted at the Midstates annual meeting according to the choice specified, if any. Executed but uninstructed proxies (i.e., proxies that are properly signed, dated and returned but are not marked to tell the proxies how to vote) will be voted in accordance with the recommendations of the Midstates board.

Proxies and Revocation

        Midstates stockholders, other than those stockholders of record who are parties to voting agreements, of record may revoke their proxies at any time before their shares are voted at the Midstates annual meeting in any of the following ways:

        Midstates beneficial owners may change their voting instruction by submitting new voting instructions to the brokers, banks or other nominees that hold their shares of record.

Inspector of Election

        The Midstates board has appointed                                        to act as the inspector of election at the Midstates annual meeting.

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Solicitation of Proxies

        Midstates will pay for the proxy solicitation costs related to the Midstates annual meeting. In addition to sending and making available these materials, some of Midstates' directors, officers and other employees may solicit proxies by contacting Midstates stockholders by telephone, by mail, by e-mail or in person. Midstates stockholders may also be solicited by press releases issued by Midstates and/or Amplify, postings on Midstates' or Amplify's websites and advertisements in periodicals. None of Midstates' directors, officers or employees will receive any extra compensation for their solicitation services. Midstates has also retained D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee expected not to exceed $20,000, plus reasonable out-of-pocket expenses. Midstates will also reimburse brokers, banks and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of Midstates common stock and obtaining their proxies.

Adjournments

        The Midstates annual meeting may be adjourned by the chairman of the Midstates annual meeting, regardless of whether there is a quorum, without further notice other than by an announcement made at the Midstates annual meeting. In the case that a quorum is not present at the Midstates annual meeting, or in the case that a quorum is present at the Midstates annual meeting but there are not sufficient votes at the time of the Midstates annual meeting to approve the stock issuance proposal, then the chairman of the Midstates annual meeting has the power to adjourn the Midstates annual meeting or, alternatively, Midstates stockholders may be asked to vote on a proposal to adjourn the Midstates annual meeting in order to permit the further solicitation of proxies.

        If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each Midstates stockholder of record entitled to vote at the Midstates annual meeting.

No Dissenters' Rights

        Under the DGCL, as well as the governing documents of Midstates, the Midstates stockholders are not entitled to dissenters' rights in connection with the merger.

Other Matters

        If any other business properly comes before the stockholders for a vote at the Midstates annual meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Midstates board knows of no matters, other than those previously stated, to be presented for consideration at the Midstates annual meeting.

Householding of Special Meeting Materials

        Unless Midstates has received contrary instructions, Midstates may send a single copy of this joint proxy statement/prospectus and notice to any household at which two or more stockholders reside if Midstates believes the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as "householding," reduces the volume of duplicate information received at your household and helps to reduce Midstates' expenses.

Questions and Additional Information

        Midstates stockholders may contact Midstates' proxy solicitor, D.F. King & Co., Inc. with any questions about the proposals or how to vote or to request additional copies of any materials at: 48 Wall Street, 22nd Floor New York, New York 10005.

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MATTERS TO BE PRESENTED TO THE MIDSTATES STOCKHOLDERS

PROPOSAL ONE

STOCK ISSUANCE

        When the merger becomes effective, each share of Amplify common stock outstanding immediately before the effective time of the merger will be converted into the right to receive 0.933 shares of Midstates common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to closing.

        Under the NYSE Listed Company Manual, a company listed on the NYSE is required to obtain stockholder approval prior to the issuance of common stock in any transaction or series of related transactions if the number of shares of common stock to be issued is equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock. If the merger is completed, it is currently estimated that Midstates will issue or reserve for issuance approximately 23,682,023 shares of Midstates common stock in connection with the merger, which will exceed 20% of the shares of Midstates common stock outstanding before such issuance and for this reason Midstates must obtain the approval of Midstates stockholders for the issuance of shares of Midstates common stock in connection with the merger.

        Midstates is asking its stockholders to approve the stock issuance proposal. The issuance of these securities to Amplify common stockholders is necessary to effect the merger and the approval of the Midstates stock issuance proposal is required for completion of the merger and is a condition to the completion of the merger.

        The terms of, reasons for and other aspects of the merger agreement, the merger, the issuance of Midstates common stock to Amplify common stockholders pursuant to the merger agreement are described in detail in other sections of this joint proxy statement/prospectus.

Required Vote

        The stock issuance proposal requires the affirmative vote of a majority of votes cast by Midstates stockholders entitled to vote thereon and present in person or represented by proxy at the Midstates annual meeting.

Recommendation

        The disinterested members of the Midstates board unanimously recommend that stockholders vote FOR the issuance of Midstates common stock to Amplify stockholders pursuant to the merger agreement.

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PROPOSAL TWO

ELECTION OF DIRECTORS

        At the recommendation of the Nominating and Governance Committee, the Midstates board has nominated the following individuals for election as directors of Midstates to serve until the next annual meeting of Midstates or until the merger is complete whereupon the Midstates board will be reconstituted as described in this joint proxy statement/prospectus:

David J. Sambrooks
Alan J. Carr
Patrice D. Douglas
Neal P. Goldman
Randal T. Klein
Evan S. Lederman
David H. Proman
Todd R. Snyder

        Each of the above nominees is currently serving as a director of Midstates. Biographical information for each nominee is contained in the "Directors and Executive Officers" section below.

        The Midstates board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of Midstates' directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Midstates board recommends.

Required Vote

        The election of directors in this proposal requires the affirmative vote of the holders of a majority of the shares of Midstates common stock present in person or represented by proxy and entitled to vote thereon at the Midstates annual meeting. Abstentions are considered shares of Midstates common stock present and entitled to vote and will have the same effect as votes "against" the election of directors proposal. Broker non-votes are not considered entitled to vote on the election of directors proposal and will therefore not have any effect on the outcome of voting on director elections.

Recommendation

        The Midstates board recommends that stockholders vote FOR the election of each of the nominees.

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DIRECTORS AND EXECUTIVE OFFICERS

        After the Midstates annual meeting, assuming the stockholders elect the nominees of the Midstates board as set forth in "Proposal One—Election of Directors" above, the Midstates board will be, and the executive officers of Midstates are:

Name
  Age   Title

David J. Sambrooks

    60   President & Chief Executive Officer and Director

Alan J. Carr(1)(2)

    49   Chairman and Director

Patrice D. Douglas(3)

    56   Director

Neal P. Goldman(2)(3)

    49   Director

Randal T. Klein(1)

    53   Director

Evan S. Lederman(2)

    39   Director

David H. Proman(1)

    37   Director

Todd R. Snyder(1)(3)

    56   Director

Scott C. Weatherholt

    41   Executive Vice President—General Counsel & Corporate Secretary

Amelia K. Harding

    49   Vice President—Human Resources & Administration

Richard W. McCullough

    39   Vice President & Chief Accounting Officer

(1)
Member of the Nominating and Governance Committee.

(2)
Member of the Compensation Committee.

(3)
Member of the Audit Committee.

        The Midstates board currently consists of eight members. Midstates' directors serve for a one-year term. Directors may be removed from office either for or without cause upon the affirmative vote of the holders of a majority of the outstanding shares of stock of Midstates entitled to vote generally for the election of directors.

        Set forth below is biographical information about each of Midstates' executive officers, directors and nominees for director.

        David J. Sambrooks is Midstates' President, Chief Executive Officer and a member of Midstates board, and has served in such capacity since November 1, 2017. Mr. Sambrooks has over 38 years of experience in the energy industry. Most recently he served as the President, Chief Executive Officer and a member of the board of directors of Sabine Oil & Gas Corporation (including its predecessor, Sabine Oil & Gas LLC, which was formerly known as NFR Energy LLC) from May 2007 to October 2016 (in July 2015, Sabine Oil & Gas Corporation and certain subsidiaries filed for protection under Chapter 11 of the Bankruptcy Code and emerged from bankruptcy in August 2016). In his roles at Sabine, Mr. Sambrooks led strategic, financial, operational, business development and organizational efforts. Mr. Sambrooks previously served as Vice President and General Manager of the Southern Division for Devon Energy Corporation as well as Vice President and General Manager of Devon's International Division from 2001 to 2007. Prior to Devon, Mr. Sambrooks' career included key leadership and technical roles in domestic and international operations with Santa Fe Energy Resources, Oryx Energy and Sun Oil Company. Mr. Sambrooks holds a Bachelor of Science degree in Mechanical Engineering from The University of Texas at Austin, and a Master of Business Administration from The University of Houston. Mr. Sambrooks serves as board president of the non-profit Communities In Schools of Houston and has served as a board member and volunteer for various non-profit organizations. We believe Mr. Sambrooks' experience in the energy industry and in representing public and private companies as a director brings valuable insight, experience and skill to Midstates Board.

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        Alan J. Carr is a member of the Midstates board and has served in such capacity since March 9, 2015. Mr. Carr is an investment professional with over twenty years of experience working from the principal and advisor side on complex, process-intensive financial situations. Mr. Carr is the founder of Drivetrain Advisors, a fiduciary services firm that supports the investment community in legally- and process-intensive investments as a representative, director, or trustee. Prior to founding Drivetrain Advisors in 2013, Mr. Carr was a Managing Director at Strategic Value Partners, LLC where he led financial restructurings for companies in North America and Europe, working in both the US and Europe over nine years. Prior to joining Strategic Value Partners, Mr. Carr was a corporate attorney at Skadden, Arps, Slate, Meagher & Flom. Mr. Carr currently serves on the boards of directors of Tidewater Inc., TEAC Corporation, Sears Holdings Corporation and Verso Corporation; however, Mr. Carr will not stand for re-election as a director at TEAC Corporation at its 2019 annual meeting or as a director at Sears Holdings Corporation at its next annual meeting. Mr. Carr has also previously served on the board of numerous public and private companies. Mr. Carr has experience serving on boards of a variety of companies in North America, Europe and Asia. He received his B.A. in Economics and Sociology from Brandeis University in 1992 and his J.D. from Tulane Law School in 1995. We believe Mr. Carr's extensive financial expertise and experience in representing public and private companies brings important experience and skill to the Midstates board.

        Patrice D. Douglas is a member of the Midstates board and has served in such capacity since October 21, 2016. Mrs. Douglas is an attorney with the law firm of Spencer Fane LLP, where she is Of Counsel. Mrs. Douglas previously served as a member of the board of directors of Bank SNB as well as a Commissioner at the Oklahoma Corporation Commission, where she served as the Vice-Chairman from February 2014 to January 2015 and as Chairman from August 2012 to February 2014. Her prior professional experience includes service as an Executive Vice President of First Fidelity Bank from April 2008 to October 2011, and as President, Greater OKC Metro Market, of SpiritBank from 2004 to 2008. Mrs. Douglas was elected Mayor of the City of Edmond, Oklahoma in April 2009 and served for two consecutive terms. Mrs. Douglas earned a B.S. degree in computer information systems from Oklahoma Christian University, and a J.D. from the University of Oklahoma College of Law. We believe Mrs. Douglas' extensive financial expertise and experience in representing both public and private companies, as well as her roles in public service, allow her to bring important experience, skill and insight to the Midstates board.

        Neal P. Goldman is a member of the Midstates board and has served in such capacity since October 21, 2016 and is currently the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, turnaround consulting, strategic planning, and special situation investments. Mr. Goldman was a Managing Director at Och Ziff Capital Management, L.P. from 2014 to 2016 and a Founding Partner of Brigade Capital Management, LLC from July 2007 to 2012, which he helped build to over $12 billion in assets under management. Prior to this, Mr. Goldman was a Portfolio Manager at Mackay Shields, LLC and also held various positions at Salomon Brothers Inc., both as a mergers and acquisitions banker and as an investor in the high yield trading group. Throughout his career, Mr. Goldman has held numerous board representations and currently serves as Chairman of the Board of Talos Energy Inc. and PetroQuest Energy, Inc., and is a member of the board of directors of Ultra Petroleum Corporation and Ditech Holding Corporation. Mr. Goldman received a B.A. from the University of Michigan and a M.B.A. from the University of Illinois. We believe Mr. Goldman's extensive financial expertise and experience in representing public and private companies in complex financial situations brings important experience and skill to the Midstates board.

        Randal T. Klein is a member of the Midstates board and has served in such capacity since November 2018. Mr. Klein joined affiliates of Avenue Capital Management II, L.P. in 2004 and is currently a Senior Portfolio Manager at Avenue responsible for assisting the Chief Investment Officer with the direction of the investment activities of the Firm's funds globally. With respect to the Avenue

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U.S. Strategy, Mr. Klein provides the investment professionals of the Avenue U.S. Strategy with additional expertise, oversight and investment direction on restructurings and transactions. Prior to joining Avenue, Mr. Klein was a Senior Vice President at Lehman Brothers, where his responsibilities included restructuring advisory work, financial sponsors coverage, mergers and acquisitions and corporate finance. Prior to Lehman, Mr. Klein worked in sales, marketing and engineering as an aerospace engineer for The Boeing Company. Mr. Klein currently serves, or has served, on the boards of Gravity Oilfield Services, Selcom Group, MagnaChip Semiconductor, Chassix Automotive, NextWave Holdco and American Media. Mr. Klein is a National Association of Corporate Directors (NACD) Board Leadership Fellow. Mr. Klein holds a B.S. in Aerospace Engineering, conferred with Highest Distinction from the University of Virginia, and a M.B.A. in Finance, conferred as a Palmer Scholar, from the Wharton School of the University of Pennsylvania. We believe Mr. Klein's extensive financial expertise and experience in representing public and private companies in complex financial situations brings important experience and skill to the Midstates board.

        Evan S. Lederman is a member of the Midstates board and has served in such capacity since November 2018. Mr. Lederman serves as a Managing Director, Co-Head of Restructuring and a Partner on the Investment Team at Fir Tree Partners. Mr. Lederman focuses on the funds' distressed credit and special situation investment strategies, including co-managing its energy restructuring initiatives. Prior to joining Fir Tree Partners in 2011, Mr. Lederman worked in the Business Finance and Restructuring groups at Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP. In addition to Midstates, Mr. Lederman, in his capacity as a Fir Tree Partners employee, is currently a member of the boards of directors of Roan Resources, Inc., Riviera Resources, Inc. (Chairman), Ultra Petroleum Corp. (Chairman), New Emerald Energy LLC and Deer Finance, LLC. Mr. Lederman received a J.D. degree with honors from New York University School of Law and a B.A., magna cum laude, from New York University. We believe Mr. Lederman's extensive financial expertise and experience in representing public and private companies in complex financial situations brings important experience and skill to the Midstates board.

        David H. Proman is a member of the Midstates board and has served in such capacity since November 2018. Mr. Proman joined Fir Tree Partners in 2010 and is a Managing Director, Co-Head of Restructuring and a Partner on the Investment team. Mr. Proman focuses on the funds' distressed credit investment strategies, most notably co-managing the firm's structured mortgage credit and energy restructuring initiatives. Mr. Proman has 13 years of investment experience in structured and corporate debt investing. Prior to joining Fir Tree Partners, Mr. Proman helped manage the corporate and structured mortgage credit investments at Kore Advisors, a fixed income investment fund. Mr. Proman received a B.A. in Economics from the University of Virginia. We believe Mr. Proman's experience in the energy industry and expertise in representing public companies brings important experience and skill to the Midstates board.

        Todd R. Snyder is a member of the Midstates board and has served in such capacity since October 21. Mr. Snyder is the founder and Senior Managing Partner of TRS Advisors LLC. Previously, Mr. Snyder was the Executive Vice Chairman of North American GFA and Co-Chair of the North American Debt Advisory and Restructuring Group of Rothschild Inc., a leading international investment banking and financial advisory firm. Mr. Snyder has been an advisor to companies in restructurings and reorganizations for thirty years and has been instrumental in a diverse selection of complex transactions, including reorganizations, restructurings, financings, spinoffs, workouts, exchange offers, mergers, divestitures and management-led buyouts. Before joining Rothschild in March 2000, Mr. Snyder was a Managing Director in the Restructuring and Reorganization group at Peter J. Solomon Company and a Managing Director at KPMG Peat Marwick in the Corporate Recovery Group, where he also was the National Director of the Corporate Recovery Practice for Governmental Enterprises (regulated and privatizing industries). Prior to moving to the investment banking field, Mr. Snyder practiced law in the Business Reorganization department of Weil, Gotshal & Manges.

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Mr. Snyder received a B.A. degree from Wesleyan University and a J.D. from the University of Pennsylvania Law School. We believe Mr. Snyder's extensive financial expertise and experience in representing public and private companies in complex financial situations brings important experience and skill to the Midstates board.

        Scott C. Weatherholt is Midstates' Executive Vice President—General Counsel & Corporate Secretary and Executive Vice President—Land and has served in such capacity since February 2015. Prior to joining Midstates, Mr. Weatherholt served as an attorney at Samson Resources, located in Tulsa, Oklahoma from May 2005 to February 2015, where he most recently held the position of Assistant General Counsel and oversaw the company's corporate transactional legal matters, mergers and acquisitions, as well as had managerial responsibility for Samson's Land Administration and Division Order Departments. Prior to Samson, Mr. Weatherholt was engaged in the private practice of law in Tulsa, Oklahoma with the Pray Walker law firm, with an emphasis upon energy and royalty owner litigation. Mr. Weatherholt graduated from the University of Oklahoma Michael F. Price College of Business with a B.B.A. degree in Finance as well as the University of Oklahoma College of Law where he received his Juris Doctorate degree. Mr. Weatherholt is a member of the American Bar Association, Oklahoma Bar Association as well as the Association of Corporate Counsel. Mr. Weatherholt serves as a member of the board of directors of the Oklahoma Independent Petroleum Association.

        Amelia K. Harding is Midstates' Vice President—Human Resources & Administration and has served in such capacity since September 2015. Prior to joining Midstates, Ms. Harding worked as the General Manager, Human Resources for Samson Resources from March 2012 through September 2015 where she oversaw all human resources and organizational development activities for the company. Prior to this role, Ms. Harding served as the Manager, Employee Relations and Recruiting for Samson Resources Company from June 2009 through February 2012. Preceding those positions, Ms. Harding led the human resources teams for Southwest United Industries Inc., and KOPCO Inc., from 1998-2009. She received her Bachelor of Business Administration degree in Management from Fort Hays State University, and her Master of Human Resources and Organization Development from the University of Oklahoma. Ms. Harding is a certified Senior Professional in Human Resources, certified facilitator for both CCF 360 Assessment and DiSC and a member of SHRM.

        Richard W. McCullough joined Midstates in April 2015 and currently serves as its Vice President and Chief Accounting Officer. Prior to joining Midstates, from January 2013 to March 2015, Mr. McCullough was the Controller of Corporate Accounting and Reporting for Samson Resources, located in Tulsa, Oklahoma, where he oversaw various activities associated with the financial reporting and accounting functions of the company. From March 2012 through December 2012, Mr. McCullough was the Vice President of Finance and Accounting at Caballo Energy, a private equity backed midstream company and from August 2009 through March 2012, was the Manager of Financial Reporting for Alliance Resource Partners, L.P., both located in Tulsa, Oklahoma. Prior to his time with Alliance Resource Partners, Mr. McCullough worked in the Tulsa Office of Grant Thornton LLP from January 2003 through August 2009 on a variety of clients, including public midstream companies. Mr. McCullough graduated from Oklahoma State University with a B.S. degree and a M.S. degree in Accounting and is a Certified Public Accountant.


MEETINGS AND COMMITTEES OF DIRECTORS

        The Midstates board held 38 meetings during 2018, and its independent directors met in executive session 9 times during 2018. During 2018, each of the Midstates directors attended at least 75% of the meetings of the Midstates board and the meetings of the committees of the Midstates board on which that director served.

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        The Midstates board has 3 standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

        Audit Committee.    Information regarding the functions performed by the Audit Committee and its membership is set forth in the "Audit Committee Report" included herein and also in the "Audit Committee Charter" that is posted on Midstates' website at www.midstatespetroleum.com.

        The members of the Audit Committee are Mrs. Douglas (Chairwoman) and Messrs. Snyder and Goldman. The Audit Committee held 8 meetings during 2018.

        Compensation Committee.    Responsibilities of the Compensation Committee, include among other duties, the responsibility to:

        The Compensation Committee is delegated all authority of the Midstates board as may be required or advisable to fulfill the purposes of the Compensation Committee. The Compensation Committee may form and delegate some or all of its authority to subcommittees when it deems appropriate. Meetings may, at the discretion of the Compensation Committee, include members of Midstates' management, other members of the Midstates board, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine in an informational or advisory capacity.

        Midstates' Chief Executive Officer annually reviews the competitive pay, position and performance of each member of senior management other than himself, taking into consideration third-party compensation survey data and other input from the Compensation Committee's independent compensation consultant. Midstates' Chief Executive Officer's conclusions and recommendations, including those for base salary adjustments and award amounts for the current year and target annual award amounts for the next year under Midstates' bonus plan, are presented to the Compensation Committee. The Compensation Committee makes all compensation decisions and approves all share-based awards for the Named Executive Officers and other officers at or above the vice president level. The Compensation Committee may exercise its discretion in modifying any compensation adjustment or awards to any executive officer, including reducing or increasing the payment amount for one or more components of such awards.

        The Midstates board annually considers the performance of Midstates' Chief Executive Officer. The Compensation Committee determines all components of Midstates' Chief Executive Officer's compensation and meets outside the presence of all of Midstates' executive officers to consider appropriate compensation for Midstates' Chief Executive Officer.

        The members of the Compensation Committee are Messrs. Goldman (Chairman), Carr and Lederman. The Compensation Committee held 8 meetings during 2018.

        Nominating and Governance Committee.    The Nominating and Governance Committee assists the Midstates board in evaluating potential new members of the Midstates board, recommending committee members and structure, and advising the Midstates board about corporate governance practices.

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        The Nominating and Governance Committee has several methods of identifying Board candidates. First, the committee considers and evaluates whether or not the existing directors whose terms are expiring remain appropriate candidates for the Board. Second, the committee requests from time to time that its members and the other Board members identify possible candidates. Third, the committee has the authority to retain one or more search firms to aid in its search. The search firm assists the Board in identifying potential Board candidates, interviewing those candidates and conducting investigations relative to their background and qualifications.

        The members of the Nominating and Governance Committee are Mr. Snyder (Chairman) and Messrs. Carr, Klein and Proman. The Nominating and Governance Committee held 5 meetings during 2018.


EXECUTIVE COMPENSATION AND OTHER INFORMATION

Overview

        Midstates is currently considered a smaller reporting company for purposes of the SEC's executive compensation disclosure rules. In accordance with such rules, Midstates is required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table, as well as limited narrative disclosures. Further, Midstates' reporting obligations extend only to the individuals serving as Midstates' chief executive officer and its two next most highly compensated executive officers. Midstates refers to the aforementioned individuals throughout this discussion as the "Named Executive Officers" and their names, titles and positions are as follows:

Name
  Title and Position
David J. Sambrooks   President, Chief Executive Officer & Director
Richard W. McCullough   Vice President & Chief Accounting Officer
Scott C. Weatherholt   Executive Vice President—General Counsel & Corporate Secretary
Mitchell G. Elkins   Former Executive Vice President—Operations

        This summary focuses primarily on the information in the tables below and related footnotes, as well as the supplemental narratives, relating to the fiscal year ended December 31, 2018. Midstates is a "smaller reporting company" as defined by the SEC, and are therefore not required to provide, and do not purport to provide, all of the disclosures required for a "Compensation and Discussion Analysis" as set forth in rules promulgated by the SEC. Midstates is, however, providing a brief overview of its executive compensation program in order to aid Midstates' stockholders' understanding of how its business and performance affects executive compensation decisions.

Role of the Compensation Committee

        Midstates' Compensation Committee, which, consistent with NYSE listing standards, is composed entirely of independent, non-employee Board members, has overall responsibility for: reviewing, evaluating and approving any agreements, plans, policies and programs related to the compensation of Midstates' Chief Executive Officer, Named Executive Officers and independent, non-employee directors; setting the compensation for Midstates' Chief Executive Officer and, in consultation with the Chief Executive Officer, setting the compensation for Midstates' other executive officers, including the Named Executive Officers; reviewing and approving the corporate goals and objectives as they relate to the compensation of Midstates' Chief Executive Officer and Named Executive Officers; evaluating the performance of Midstates' Chief Executive Officer; and reviewing the results of Midstates' advisory say-on-pay vote results and making any adjustments to Midstates' compensation policies and practices in accordance with the vote results. The Compensation Committee also has the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or other officer compensation, including employment

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contracts and change in control provisions. The Compensation Committee has sole authority to approve the consultant's fees and other retention terms and has authority to cause Midstates to pay the fees and expenses of such consultants.

Role of the Independent Compensation Consultant

        During 2018, the Compensation Committee engaged the services of Lyons, Benenson & Company Inc. ("LB&Co.") to advise on all aspects of Midstates' executive and director compensation programs and the related corporate governance matters. LB&Co. provides no other services to Midstates. In 2018, LB&Co. provided the following specific services:

        In selecting LB&Co. as its compensation consultant, the Compensation Committee assessed the independence of LB&Co. pursuant to SEC rules and considered, among other things, whether the consultant provides any other services to Midstates, the policies of the consultant that are designed to prevent any conflict of interest between the consultant, the Compensation Committee and Midstates, any personal or business relationship between the consultant and any member of the Compensation Committee or between the consultant and one of Midstates' executive officers and whether the consultant owns any shares of Midstates common stock. The terms of LB&Co.'s engagement are set forth in a separate engagement agreement that provides, among other things, that the consultant is engaged by, and reports only to, the Compensation Committee and will perform the compensation advisory services requested by the Compensation Committee. LB&Co. does not provide any other services to Midstates, and the Compensation Committee concluded that Midstates do not have any conflicts of interest with LB&Co.

        The Compensation Committee does not adopt all recommendations given by LB&Co. but uses their work as a reference in exercising its own judgment with respect to its executive compensation actions and decisions. LB&Co. meets privately with the Compensation Committee at its request. Midstates' management provides information to LB&Co. but does not direct or oversee their activities with respect to Midstates' executive compensation program.

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Executive Compensation Program Philosophy, Objectives and Principles

        It is Midstates' goal, and the goal of Midstates' Compensation Committee, to maintain an executive compensation program that is competitive, rooted in the principles inherent in pay-for-performance and in conformance with best practices in executive compensation and corporate governance.

        In support of this philosophy, Midstates' primary compensation objectives are to attract, motivate and retain key leaders, reward superior performance, drive future performance and align the long-term interests of Midstates' executives with those of Midstates stockholders. To this end, Midstates' compensation program has been designed with the following principles in mind:

Compensation Should be Performance-Based

        The Compensation Committee believes that a portion of Midstates' executives' total compensation should be "at risk" and tied to how well they perform, while other metrics should be "at risk" based on how well Midstates performs relative to applicable financial and non-financial objectives. To accomplish this, the Compensation Committee uses a variety of targeted, performance-based compensation vehicles in Midstates' executive compensation program that are specifically designed to incorporate performance criteria that promote Midstates' annual operating plan and long-term business strategy, build long-term stockholder value and discourage excessive risk-taking.

        As the Compensation Committee believes that there should be a strong correlation between executive pay and Company performance, in years when Midstates' performance exceeds the objectives established for the relevant performance period, executive officers should be paid more than 100% of the established target award. Conversely, when performance does not meet the established objectives, incentive award payments should be less than 100% of the established target level or eliminated altogether if performance is below threshold performance levels.

Compensation Should Reinforce Midstates' Business Objectives and Values

        Midstates' goal is to increase stockholder value by focusing Midstates' activity on Midstates' core competencies and business objectives, reducing costs, generating free cash flow and improving Midstates' liquidity. Midstates seeks to achieve these goals through the following strategies:

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Elements of the Executive Compensation Program

Base Salary

        During the first quarter of each year, the Compensation Committee reviews and establishes the base salaries of the Named Executive Officers. The Compensation Committee has established and maintains base salary market reference points for Midstates' various executive positions as indicated by third-party market compensation survey data compiled by management and independently reviewed by the Compensation Committee's compensation consultant. For each Named Executive Officer, the Compensation Committee takes into account the scope of his or her responsibilities, experience and individual performance, and then balances these factors against competitive salary practices. The Compensation Committee also considers internal pay equity on an annual basis with respect to the other executives and references external benchmarks provided by its compensation consultant. The Compensation Committee did not assign any relative or specific weights to these factors.

Short-Term Incentive Plan ("STIP")

        During the first quarter of each year, the Compensation Committee establishes a short-term incentive opportunity for each Named Executive Officer under the STIP. At that time, the Compensation Committee approves: (i) the overall Key Performance Indicators ("KPIs") and goals for the fiscal year; and (ii) a STIP target opportunity for each Named Executive Officer.

Setting the STIP Target Opportunity.

        Each year, the Compensation Committee establishes a STIP target opportunity for each Named Executive Officer, expressed as a percentage of the executive's base salary. The Compensation Committee sets these targets in consultation with LB&Co., its independent compensation consultant, and in adherence to Midstates' stated executive compensation objectives and principles.

Setting Key Performance Indicators.

        The Compensation Committee, with input from the Chief Executive Officer, evaluates and approves Midstates' STIPs and KPIs for each fiscal year, that are consistent with Midstates' business strategy and tied to the achievement of important strategic objectives that drive the success of Midstates' business. Midstates' STIP KPIs and thresholds, targets and maximums, unadjusted for extraordinary events, established for 2018 were as follows:

Performance Measure
  Weight   Threshold   Target   Maximum  

Production Volume—BOEPD

    20 %   15,500     17,000     18,500  

Total Program IRR

    15 %   15.0 %   25.0 %   35.0 %

Free Cash Flow ($MM)

    15 % $ 0.0   $ 5.0   $ 10.0  

Relative 2018 TSR

    15 %   40.0 %   50.0 %   65.0 %

LOE—$/BOE

    10 % $ 6.00   $ 5.25   $ 4.50  

Adjusted Cash G&A—$/BOE

    10 % $ 3.50   $ 3.00   $ 2.50  

Strategic Initiatives

    15 %   Board Discretion  

Total

    100 %   N/A  

Measuring Performance and Establishing Payout.

        The 2018 payout range established for Midstates' Chief Executive Officer was 0% to 200%, and for each of the remaining Named Executive Officers was 0% to 150% of his or her respective target award opportunity. The Compensation Committee considered the performance target levels to be attainable, but that achievement of the targets would require strong performance and execution. Failure to meet the minimum performance threshold corresponding to a specified performance measure

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resulted in the participant not receiving any portion of the payout award related to such performance measure. Payouts for performance between threshold and target and between target and maximum are subject to linear interpolation. The actual payout percentage for 2018 was calculated as follows:

        Base Salary × STIP Target % × Final KPI Achievement Result = Total Short-Term Incentive Payment

        Actual performance for each KPI for the fiscal year is measured and reviewed by the Compensation Committee during the first few months following the end of the fiscal year to which they pertain. As noted above, while the Compensation Committee closely examines Company and individual performance with respect to each KPI, the Compensation Committee retains the discretion to increase or decrease a Named Executive Officer's annual short-term incentive bonus despite KPI performance based on an overall qualitative assessment of the individual officer's performance. Regardless of individual performance, however, in no event may the Committee increase a Named Executive Officer's bonus above his or her specified maximum STIP opportunity.

        In February 2019, the Compensation Committee reviewed 2018 actual performance against each of the KPIs. Midstates achieved (i) between threshold and target performance under the Production Volumes metric, (ii) exceeded maximum performance under the Total Program IRR metric, (iii) between threshold and target performance under the Free Cash Flow metric, (iv) between threshold and target performance under the Relative Total Shareholder Return metric, (v) between threshold and target performance under the Lease Operating Expense metric, (vi) exceeded maximum performance under the Adjusted G&A Expense (Cash) metric, and (vii) between threshold and target maximum performance under the Strategic Initiatives metric. All of Midstates' Named Executive Officers (including Midstates' Chief Executive Officer) received the portion of their annual short-term incentive bonus tied to corporate performance at a payout rate between threshold and target for the final KPI achievement result.

        For 2019, the Compensation Committee approved the following STIP KPIs, with their respective weightings, thresholds, targets and maximums shown, unadjusted for extraordinary events, as follows:

Performance Measure
  Weight   Threshold   Target   Maximum  

Production Volume (BOEPD)

    20 %   11,500     12,500     13,500  

Free Cash Flow ($mm)

    30 % $ 30.0   $ 40.0   $ 50.0  

Lease Operating Expense ($/BOE)

    20 % $ 6.55   $ 5.70   $ 4.85  

Adjusted Cash G&A ($/BOE)

    15 % $ 2.95   $ 2.55   $ 2.15  

Strategic Initiatives

    15 %   Board Discretion  

Total

    100 %   N/A     N/A     N/A  

Long-Term Incentives

        Midstates' long-term incentive program rewards the Named Executive Officers for Midstates' performance over a multi-year period. Following Midstates' emergence from Chapter 11 in 2016, the then current Named Executive Officers, with the exception of Mr. Sambrooks (who was appointed on November 1, 2017), received a portion of their income in the form of non-qualified stock options and time-based restricted stock units. Both the stock options and time-based restricted stock units vest ratably over a period of three (3) years: one-sixth vested on the six-month anniversary of the Grant Date, an additional one-sixth vested on the twelve-month anniversary of the Grant Date, an additional one-third vested on the twenty-four month anniversary of the Grant Date and the final one-third will vest on the thirty-six month anniversary of the Grant Date. The stock options have an exercise price equal to $19.66 per share, which was the fair market value of a share of Midstates stock as of the grant date.

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        Upon his hire as Midstates' current Chief Executive Officer on November 1, 2017, Mr. Sambrooks received a grant of time-based restricted stock units and performance-based restricted stock units, weighted at one-third and two-thirds, respectively. The time-based restricted stock units vest ratably on each of the first three (3) anniversaries of the date of grant. Mr. Sambrooks' performance-based restricted stock units are subject to cliff vesting at the conclusion of a three-year performance period, dependent upon Midstates' absolute and relative TSR achievement. This November 1, 2017 grant was intended to serve as Mr. Sambrooks' 2017 and 2018 long-term incentive grants.

        The material terms and conditions of these equity awards are determined under the provisions of Midstates' equity compensation plans that Midstates stockholders previously approved. Midstates' 2016 Long Term Incentive Plan was included as an exhibit to Midstates' Form S-8 filed with the SEC on October 24, 2016.

Restricted Stock Unit Awards.

        The Compensation Committee grants, on an annual basis, restricted stock unit awards that vest ratably over a three-year period to deliver a meaningful long-term incentive that balances risk and potential reward. These awards also serve as an effective incentive for Midstates' superior executive performers to remain with Midstates and continue such performance.

        Restricted stock unit awards are only earned if the individual continues to be employed by Midstates until the applicable vesting dates of the awards. Until vesting, holders of restricted stock unit awards do not have voting rights on the units, but the units are entitled to receive dividend equivalents, if any dividends are paid on Midstates stock.

Non-Qualified Stock Options.

        In 2016, post-emergence, the Compensation Committee granted non-qualified stock options that vest ratably over a period of three (3) years: one-sixth vested on the six-month anniversary of the Grant Date, an additional one-sixth vested on the twelve-month anniversary of the Grant Date, an additional one-third vested on the twenty-four month anniversary of the Grant Date and the final one-third will vest on the thirty-six month anniversary of the Grant Date. These awards were intended to promote sustained increases in long-term stockholder value and are inherently performance-oriented as the recipients only get rewarded to the extent that there have been increases in the fair market value of Midstates stock over the exercise price, which was set at the fair market value on the Grant Date.

Performance-Based Stock Unit Awards.

        In November 2017, in connection with his hiring, the Compensation Committee granted a performance-based restricted stock unit award to Midstates' Chief Executive Officer and in 2018, the Compensation Committee granted performance-based restricted stock unit awards to certain of Midstates' Named Executive Officers. The Chief Executive Officer's awards cliff vest at the conclusion of a three-year performance period, based on Midstates' absolute and relative Total Stockholder Return during the performance period. The 2018 performance-based restricted stock unit granted to certain of Midstates' Named Executive Officers (but excluding Midstates' Chief Executive Officer) cliff vest at the conclusion of a three-year performance period, based on Midstates' relative Total Stockholder Return during the performance period. Under certain circumstances, Midstates' Chief Executive Officer and those Named Executive Officers may vest in a pro rata portion of any performance-based restricted stock unit awards outstanding.

        In March 2019, the Compensation Committee granted performance-based restricted stock unit awards to Midstates' Named Executive Officers, including Midstates' Chief Executive Officer, which vest at the rates indicated in the table below, if and when a 60 consecutive trading-day VWAP is achieved at any time during the two-year performance period. Straight line interpolation between the

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values cited below will be used. All vested shares will be delivered following the close of the second performance year, if performance conditions are met.

Vesting Schedule
  Stock Price
(60-day VWAP)
 

33% of award

  $ 9.50  

66% of award

  $ 10.50  

100% of award

  $ 11.50  

150% of award

  $ 12.50  

        The Compensation Committee believes that performance awards are both retentive, in that the executive must be employed by Midstates through the conclusion of the performance period in order to earn any of the performance-based stock units, and motivational, in that the executive will only earn these shares if Midstates meets the articulated relative and/or absolute Total Stockholder Return and price per common share goals, as applicable under the terms of the respective award agreements.

        The grant date fair values of the restricted stock unit, stock option and performance-based stock unit awards granted to the Chief Executive Officer and certain of Midstates' Named Executive Officers, are calculated in accordance with accounting principles generally accepted in the United States ("GAAP") pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718, "Compensation—Stock Compensation," are shown in the "Summary Compensation Table" under the "Stock Awards" column and the accompanying footnotes.

Share Equalization Program

        In December 2018, the Board approved the adoption of a stock buyback equalization program (the "share equalization program") in order to further align the interests of Midstates' employees and directors that hold outstanding equity awards with that of Midstates stockholders in the event Midstates were to effectuate a tender offer or extraordinary share repurchase program. The share equalization program allows for Midstates' employees that hold outstanding equity awards, including Midstates' directors and Named Executive Officers, to effectively participate in any tender program or extraordinary share repurchase with their unvested restricted stock unit awards, unvested performance-based stock unit awards and any vested but unsettled restricted stock unit awards that were deferred by Midstates' directors under the directors Deferred Compensation Plan, as applicable, with the number of units and/or shares available to participate in the share equalization program being proportionate to the number of shares bought back through the tender offer or extraordinary share repurchase program by Midstates from its stockholders.

        On January 14, 2019, Midstates announced the commencement of a tender offer to repurchase up to 5,000,000 shares of common stock at the offer price of $10.00 per share in the first quarter of 2019. On February 14, 2019, the tender offer was completed with 5,000,000 shares of common stock purchased at a purchase price of $10.00 per share. Pursuant to the share equalization program, Midstates' employees, including Midstates' directors and executive officers, that held outstanding unvested equity awards and/or vested but unsettled restricted stock unit awards were allowed to participate in the tender offer.

Anti-Hedging and Pledging

        Because Midstates believes it is improper and inappropriate for its insiders to engage in short-term or speculative transactions involving certain securities, under the terms of Midstates' Insider Trading Policy Midstates prohibits its insiders from engaging in transactions in Midstates' debt securities (if any), hedging transactions and other transactions involving Midstates derivative securities, purchases of Midstates stock on margin, short term trading, and standing and limit orders. Midstates' Insider Trading Policy is available online at: https://ir.midstatespetroleum.com/governance-docs.

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Other Benefits

        As previously discussed, the Compensation Committee strives to make Midstates' executive compensation program primarily performance-based and, as such, has eliminated all perquisites for Midstates' executive officers. Currently, Midstates offers the benefits described below which the Compensation Committee believes are competitive with the level of benefits offered by the companies with which Midstates compete for executive and managerial talent, and, as such, serve to meet Midstates' stated objective of attracting, motivating and retaining executive talent.

        All of Midstates' full-time employees, including Midstates' Named Executive Officers, receive the same health and welfare benefits. The benefits include a 401(k) retirement program with a company match of up to 8% of an employee's pay with immediate vesting, health insurance, dental insurance, life and accidental death and dismemberment insurance, as well as short-term and long-term disability insurance. Midstates does not currently offer any other retirement or pension program as Midstates feels that the compensation package offered to Midstates' Named Executive Officers provides compensation and incentives sufficient to attract and retain excellent talent without the addition of this benefit.

        The aggregate incremental cost of providing these benefits to the Named Executive Officers is included in the "Summary Compensation Table" under the "All Other Compensation" column and related footnotes.


Employment Agreements

Employment Agreement with Mr. Sambrooks

        In connection with the appointment of Mr. Sambrooks as President and Chief Executive Officer, Mr. Sambrooks and Midstates entered into an employment agreement (the "Sambrooks Employment Agreement") outlining the terms of his employment as President and Chief Executive Officer of Midstates. Pursuant to the Sambrooks Employment Agreement, Mr. Sambrooks' annual salary will be $600,000 (the "Base Salary") while serving as President and Chief Executive Officer and Mr. Sambrooks will be entitled to participate in any Incentive Plans (as defined in the Sambrooks Employment Agreement) applicable to similarly situated employees of Midstates. Additionally, Mr. Sambrooks will be entitled to an annual bonus earned based on performance against objective, reasonably attainable performance criteria determined in good faith by the Midstates board, after consultation with Mr. Sambrooks. The target annual bonus is one hundred percent (100%) of Mr. Sambrooks' Base Salary and the maximum annual bonus is two hundred percent (200%) of Mr. Sambrooks' Base Salary (each to be prorated for the number of days Mr. Sambrooks is employed with Midstates during the applicable bonus period).

        The Sambrooks Employment Agreement was effective as of November 1, 2017, and contains an initial term ending on the third anniversary of the effective date (the "Initial Term"). If sixty (60) days' notice of intent to terminate the Sambrooks Employment Agreement is not given prior to the expiration of the Initial Term, the Sambrooks Employment Agreement will continue past the Initial Term for successive one year terms until either party gives sixty (60) days' notice that the party intends for the Sambrooks Employment Agreement to terminate at the end of any such one year period.

        If Mr. Sambrooks' employment is terminated by Midstates for cause (as defined below) or by Mr. Sambrooks without Good Reason (as defined below) and the termination of Mr. Sambrooks is not due to his death or disability during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment which will consist of the following items: (i) the portion of the executive's base salary accrued through the termination to the extent not previously paid, any expense reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the "Accrued

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Obligations"), (ii) to the extent Mr. Sambrooks' employment terminates after the end of the applicable fiscal year but before the payment of Mr. Sambrooks' Annual Bonus for such fiscal year, the full payment of Mr. Sambrooks' Annual Bonus for such fiscal year that would have otherwise been payable, and (iii) any accrued or vested amount arising from the executive's participation in, or benefits under, any incentive plans (the "Accrued Incentives").

        If Mr. Sambrooks' employment is terminated by Midstates without Cause (as defined below) or by Mr. Sambrooks for Good Reason (as defined below) during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment, which will consist of the following items: (i) the Accrued Obligations, payable within thirty (30) days after the date of termination, (ii) any Accrued Incentives, (iii) a cash payment equal the sum of two times his base salary plus the target bonus and (iv) a cash payment equal to a pro rata portion of Mr. Sambrooks Target Bonus for the year of termination, which will be prorated based on the number of days between the beginning of the applicable performance period through the date of termination. Additionally, Mr. Sambrooks will be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family, to vest in the next tranche of time-vested equity incentive awards that would otherwise vest if not for his termination and to vest in a pro rata portion of any performance-based equity incentive awards outstanding on the date of termination.

        If Mr. Sambrooks' employment is terminated by Midstates without Cause (as defined below) or by Mr. Sambrooks for Good Reason (as defined below) and within 12 months of a change in control, during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment, which will consist of the following items: (i) the Accrued Obligations, payable within thirty (30) days after the date of termination, (ii) any Accrued Incentives, (iii) a cash payment equal the sum of two times his base salary plus the target bonus and (iv) a cash payment equal to a pro rata portion of Mr. Sambrooks Target Bonus for the year of termination, which will be prorated based on the number of days between the beginning of the applicable performance period through the date of termination. Mr. Sambrooks will also be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family. Additionally, all of Mr. Sambrooks' unvested time-based restricted stock units will vest. Further, all of Mr. Sambrooks' unvested performance-based restricted stock units awarded in 2017 will immediately and fully vest at the target number of restricted stock units. In addition, awards granted in 2019 would be eligible to vest as described below under the heading "—Compensation That May Be Paid or Become Payable to Midstates' Named Executive Officers in Connection With the Merger."

        For purposes of the Sambrooks Employment Agreement, "Cause," in all material respects, means: (i) a breach by Mr. Sambrooks of his obligations under the Sambrooks Employment Agreement, which constitutes nonperformance by him of his obligations and duties thereunder, as determined by Midstates, that is not cured within 15 days of Mr. Sambrooks' receipt of written notice thereof from Midstates, (ii) commission by Mr. Sambrooks of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against Midstates, (iii) a material breach by Mr. Sambrooks of any restrictive covenants contained within the Sambrooks Employment Agreement that is not cured within 15 days of Mr. Sambrooks' receipt of written notice thereof, (iv) Mr. Sambrooks' conviction, plea of no content or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to Midstates, (v) the willful refusal or intentional failure of Mr. Sambrooks to carry out, or comply with, in any material respect, any lawful and material written directive of Midstates, (vi) Mr. Sambrooks' unlawful use (including being under the influence) or possession of illegal drugs, or (vii) Mr. Sambrooks willful and material violation of any federal, state, or local law or regulation applicable to Midstates or its business which adversely affects Midstates that is not cured after written notice from Midstates.

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        For purposes of the Sambrooks Employment Agreement, "Good Reason" means any of the following, but only if occurring without Mr. Sambrooks' consent: (i) a diminution in Mr. Sambrooks' base salary or target bonus opportunity not otherwise consented to by Mr. Sambrooks, (ii) a material diminution in Mr. Sambrooks' titles, positions, authority, duties, or responsibilities, (iii) the relocation of Mr. Sambrooks' principal office to an area more than 50 miles from its location immediately prior to such relocation, or (iv) Midstates' failure to comply with any material provision of the Sambrooks Employment Agreement or equity agreement(s).

Employment Agreements with Other Named Executive Officers

        Effective upon Midstates' emergence from the Chapter 11 Cases, Midstates entered into new employment agreements with Scott C. Weatherholt and Mitchell G. Elkins, and on September 17, 2018 Midstates entered into a new employment agreement with Richard W. McCullough (collectively, the "Employment Agreements"). The initial term of the Employment Agreements is three (3) years with automatic extensions for additional one-year periods unless either party provides at least sixty (60) days advance written notice of the intent to terminate the Employment Agreement. Under the Employment Agreements, Mr. Weatherholt currently receives an annual base salary of $400,000 (prior to March 1, 2019, he received an annual base salary of $350,000), Mr. McCullough currently receives an annual base salary of $288,400 and Mr. Elkins received an annual base salary of $400,000, which, in the case of Messrs. Weatherholt and McCullough, may be increased, but not decreased, at any time at the discretion of the Midstates board. Each of the foregoing officers who remains employed with Midstates is also eligible to receive an annual cash bonus and to participate in all other bonus, incentive, retirement and similar plans applicable generally to other similarly situated employees of us. The target annual cash bonus of Mr. Weatherholt is 75% of his annual base salary, Mr. Elkins' was 80% of his annual base salary and Mr. McCullough's is 50% of his annual base salary. Each executive is entitled to five weeks of vacation each year during the term of the Employment Agreement. The Employment Agreement contains a confidentiality obligation on the part of the executive of indefinite duration and non-competition and non-solicitation obligations on the part of the executive for a period of one-year following their termination of employment with Midstates for any reason.

        Upon a termination of the executive's employment by Midstates for Cause, by the executive without Good Reason, or due to death or disability during the term of the Employment Agreement, the executive is entitled to (i) the Accrued Obligations, and (ii) any Accrued Incentives, which amount was payable in accordance with the terms and conditions of such incentive plans.

        Upon a termination of the executive's employment by Midstates without Cause or by the executive for Good Reason during the term of the Employment Agreement, the executive is entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, and (iii) a lump sum cash payment equal to 1.0 times of the applicable officer's base salary plus annual target bonus. Additionally, the executive will be entitled to continued monthly payment for twelve (12) months of an amount equal to the cost of medical, dental and vision coverage for him and his family, to vest in the next tranche of time-vested equity incentive awards that would otherwise vest if not for his termination and to vest in a pro rata portion of any 2018 performance-based equity incentive awards outstanding on the date of termination.

        Upon a termination of the executive's employment by Midstates without Cause or by the executive for Good Reason during the term of the Employment Agreement and within twelve months following a change in control of Midstates, Mr. Weatherholt is entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump-sum cash payment equal to the product of (x) the executive's annual target bonus plus the highest base salary paid to the executive during the three (3) years immediately preceding the change in control, multiplied by (y) 2.0, and (iv) monthly payments equal to the monthly COBRA premium for executive and any eligible dependents for up to 12 months following the executive's termination of employment. Mr. McCullough is entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump-sum cash payment equal to the product of (x) the executive's

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annual target bonus plus the highest base salary paid to the executive during the three (3) years immediately preceding the change in control, multiplied by (y) 1.0, and (iv) monthly payments equal to the monthly COBRA premium for executive and any eligible dependents for up to 12 months following the executive's termination of employment. Additionally, all of Mr. Weatherholt's and Mr. McCullough's unvested time-based restricted stock units granted will vest, all unvested performance-based restricted stock units, awarded in 2018 will immediately and fully vest at the target number of restricted stock units, and awards granted in 2019 would be eligible to vest as described below under the heading "—Compensation That May Be Paid or Become Payable to Midstates' Named Executive Officers in Connection With the Merger."

        For purposes of the Employment Agreements "Cause," in all material respects, means: (i) a breach by the executive of the executive's obligations under the executive's Employment Agreement, which constitutes nonperformance by the executive of their obligations and duties thereunder, as determined by Midstates, that is not cured within 15 days of the executive's receipt of written notice thereof from Midstates, (ii) commission by the executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against Midstates, (iii) a material breach by the executive of any restrictive covenants contained within the executive's Employment Agreement that is not cured within 15 days of the executive's receipt of written notice thereof, (iv) the executive's conviction, plea of no content or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to Midstates, (v) the willful refusal or intentional failure of the executive to carry out, or comply with, in any material respect, any lawful and material written directive of Midstates, (vi) the executive's unlawful use (including being under the influence) or possession of illegal drugs, or (vii) the executive's willful and material violation of any federal, state, or local law or regulation applicable to Midstates or Midstates' business which adversely affects Midstates that is not cured after written notice from Midstates.

        For purposes of the Employment Agreements, "Good Reason" means any of the following, but only if occurring without the executive's consent: (i) a material diminution in the executive's base salary or target bonus opportunity, (ii) a material diminution in the executive's titles, positions, authority, duties, or responsibilities, (iii) the relocation of the executive's principal office to an area more than 50 miles from its location immediately prior to such relocation, or (iv) Midstates' failure to comply with any material provision of the Employment Agreement or agreement pursuant to which the executive received a grant of equity-based awards in connection with Midstates' emergence from the Chapter 11 Cases.

        Severance payments made under the Employment Agreement are contingent upon the executive's execution of a valid release of claims. Further, severance payments may be stopped and any payments already made must be repaid in the event the executive violates the confidentiality, non-competition or non-solicitation provisions of the Employment Agreement.

        In the event that Section 280G of the Code applies to any compensation payable to the executives, the Employment Agreements provide for a Section 280G Best Net Cutback. The Employment Agreements do not provide any obligation for Midstates to pay a "gross-up" or make the executive whole for any excise or regular income taxes, including the excise taxes that may be due under Section 4999 of the Code.

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Severance Arrangements

Mitchell G. Elkins

        Effective January 23, 2018, Mr. Elkins' employment ended with Midstates. In connection with his departure, Mr. Elkins entered into a Separation Agreement (the "Elkins Separation Agreement"), dated January 24, 2018. Pursuant to the Elkins Separation Agreement, Mr. Elkins received, under the terms of his Employment Agreement with Midstates, a lump sum payment for his Accrued Obligations and Accrued Incentives, a lump sum cash payment equal to 1.0 times his base salary plus annual target bonus, a lump sum amount equal to the monthly COBRA premium for he and his spouse for twelve months and all unvested awards granted to Mr. Elkins under the 2016 Long Term Incentive Plan fully vested. The Elkins Separation Agreement also contains confidentiality and non-disparagement provisions and a waiver and release.

Accounting Considerations

        All equity awards to Midstates' employees, including Midstates' Named Executive Officers, and to Midstates' directors will be granted and reflected in Midstates' consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with FASB ASC, Topic 718, "Compensation—Stock Compensation."

Impact of Section 162(m) on Compensation

        Prior to the Tax Cuts and Jobs Act ("Tax Reform") that was signed into law December 22, 2017, Section 162(m) of the Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company's Chief Executive Officer or any of its three next-highest-paid executive officers (other than its Chief Financial Officer). Compensation that qualified as "performance-based" under Section 162(m) of the Internal Revenue Code was exempt from this $1 million limitation. As part of Tax Reform, the ability to rely on this "qualified performance-based compensation" exception was eliminated, and the limitation on deductibility was generally expanded to include all named executive officers. Although Midstates maintain compensation arrangements that were intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code prior to Tax Reform, subject to certain transition relief rules, Midstates may no longer take a deduction for any compensation paid to Midstates' covered employees in excess of $1 million. Furthermore, although the Compensation Committee may have taken action intended to limit the impact of Section 162(m) of the Internal Revenue Code, it also believes that the tax deduction is only one of several relevant considerations in setting compensation. The Committee believes that stockholder interests are best served by not restricting the Committee's discretion and flexibility in structuring compensation programs, even though such programs may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may have resulted (and may continue to result, in light of the recent changes in law) in compensation that in certain cases is not deductible for federal income tax purposes.

Compensation Practices as They Relate to Risk Management

        Midstates believes Midstates' compensation programs do not encourage excessive and unnecessary risk taking by executive officers (or other employees). Midstates' annual performance-based cash incentive program is based upon several different performance metrics that are both quantitative and qualitative, thus emphasizing well rounded company performance and growth rather than encouraging Midstates' executives to focus on achieving a single performance goal and the exclusion of others. Further, because Midstates' Compensation Committee retains the ability to apply discretion when determining the actual amount to be paid to executives pursuant to Midstates' annual performance-based cash incentive program, Midstates' Compensation Committee is able to assess the actual behavior

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of Midstates' executives as it relates to risk taking in awarding bonus amounts. Finally, Midstates' use of long-term equity-based compensation serves Midstates' compensation program's goal of aligning the interests of executives and stockholders over the long-term, thereby reducing the incentives to take unnecessary short-term risk.


Executive Compensation

Summary Compensation Table

        The following table sets forth information regarding the compensation awarded to, earned by, or paid to Midstates' Named Executive Officers during the fiscal years ended December 31, 2018, and 2017.

Name and Principal Position
  Year   Salary
($)(1)
  Stock
Awards
($)(2)
  Non- Equity
Incentive
Plan
Compensation
($)(3)
  All Other
Compensation
($)(4)
  Total ($)  

David J. Sambrooks

    2018     600,000         510,000     22,000     1,132,000  

President and Chief Executive

    2017     100,000     2,564,850     54,200     8,000     2,727,050  

Officer

                                     

Richard W. McCullough

   
2018
   
287,000
   
534,453
   
115,360
   
17,304
   
954,117
 

Vice President—Chief Accounting

    2017     272,260         104,956     2,313     379,529  

Officer

                                     

Scott C. Weatherholt

   
2018
   
341,667
   
992,494
   
249,375
   
18,500
   
1,602,036
 

Executive Vice President—General

    2017     300,000         97,560     18,000     415,560  

Counsel & Corporate Secretary

                                     

Mitchell G. Elkins

   
2018
   
35,064
   
   
   
821,129
   
856,193
 

Former Executive Vice President—

    2017     400,000         173,440     21,600     595,040  

Operations

                                     

(1)
This column reflects the base salary earned by each Named Executive Officer during the 2018 and 2017 fiscal years.

(2)
These amounts do not necessarily correspond to the actual value that may be realized by Midstates' Named Executive Officers. For Mr. McCullough and Mr. Weatherholt, the amounts shown for 2018 represent the grant date fair value of their annual awards consisting of both time-based and performance-based restricted stock units. For 2017, this amount represents Mr. Sambrooks' award of time-based and performance-based restricted stock units upon his hire of November 1, 2017. The face value of the awards granted to Mr. Sambrooks on November 1, 2017 was $2,000,000 for the performance-based restricted stock units and $1,000,000 for the time-based restricted stock units. All awards are reported based upon the grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

(3)
The amounts reported in this column reflect the aggregate amount paid in total to each Named Executive Officer with respect to performance in 2017 and 2018 under Midstates' then applicable annual short-term incentive bonus programs.

(4)
These amounts represent a Midstates match of 401(k) contributions made in 2017 and 2018 including a year-end 401(k) true-up amount of $400 for Mr. Elkins for 2017, paid in March 2018. Additionally, this includes for Mr. Elkins for 2018, a Midstates match of 401(k) contributions made in 2018 in the amount of $20,988, a payment of $746,295 for severance and a payment of $53,846 for accrued and unused vacation upon his termination on January 23, 2018 in accordance with the terms of his Employment Agreement.

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Outstanding Equity Awards at Fiscal Year End

        The following table sets forth information concerning outstanding equity awards held by each of Midstates' Named Executive Officers as of December 31, 2018.

 
  Option Awards   Stock Awards  
Name and Principal Position
  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested (#)(2)
  Market Value
of Shares
or Units
of Stock That
Have Not
Vested
($)(3)
 

David J. Sambrooks

                      181,040     849,764  

President and Chief Executive Officer

                                     

Richard W. McCullough

   
18,733
   
9,370
   
19.66
   
10/21/2026
   
41,161
   
237,496
 

Vice President—Chief Accounting Officer

                                     

Scott C. Weatherholt

   
31,715
   
15,863
   
19.66
   
10/21/2026
   
77,853
   
423,526
 

Executive Vice President—General Counsel & Corporate Secretary

                                     

Mitchell G. Elkins

   
   
   
                   

Former Executive Vice President—Operations

                                     

(1)
Amounts reported in this column represent time-vested stock options granted on October 21, 2016. Unless provided for otherwise under the terms of any applicable employment agreement with Midstates, the awards vested as to 1/6 of the award on April 21, 2017, an additional 1/6 of the award vested on October 21, 2017, an additional 1/3 of the award vested on October 21, 2018, and the final 1/3 of the award will vest on October 21, 2019.

(2)
For Mr. Sambrooks' awards were granted on November 1, 2017 and the amount represents 67,889 time-based restricted stock units which vest ratably over three (3) years and 135,778 performance-based restricted stock units which cliff vest at the end of the three (3) years, subject to performance achievement based on absolute and relative Total Stockholder Return. Amounts reported in this column for all other Named Executive Officers other than Mr. Sambrooks represent time-based restricted stock units granted on October 21, 2016, time-based restricted stock units and performance-based restricted stock units granted on March 1, 2018. Unless provided for otherwise under the terms of any applicable employment or equity award agreement with Midstates, the time-based restricted stock units granted on October 21, 2016 vested as to 1/6 of the award on April 21, 2017, an additional 1/6 of the award vested on October 21, 2017, an additional 1/3 of the award vested on October 21, 2018, and the final 1/3 of the award will vest on October 21, 2019. Unless provided for otherwise under the terms of any applicable employment or equity award agreement with Midstates, the time-based restricted stock units granted on March 1, 2018 vest ratably over three (3) years and the performance-based restricted stock units cliff vest at the end of the three (3) years, subject to performance achievement based on relative Total Stockholder Return. Pursuant to the share equalization program, each Named Executive Officer participated and has submitted a tender upon the vesting date. For Mr. Sambrooks, the total shares will be 12,085, for Mr. Weatherholt the total shares will be 9,328 and for Mr. McCullough the total shares will be 10,990. These shares are currently unvested and are included within the total shares of stock that are represented in column 2.

(3)
For purposes of determining the amounts shown for executives in this column, the values of unvested performance-based restricted stock units were calculated based upon the number of performance-based restricted stock units awarded to executives at threshold performance (50%), multiplied by closing share price of the common stock of Midstates on December 31, 2018 of $7.51 per share. The amounts attributable to executives' unvested time-based restricted stock units were calculated by multiplying the number of unvested time-based restricted stock units by the closing share price of the common stock of Midstates on December 31, 2018 of $7.51 per share.

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Equity Compensation Plan Information

        The following table sets forth information about Midstates common stock that may be issued under equity compensation plans as of December 31, 2018.

 
   
   
  (c)  
 
  (a)    
 
 
  (b)   Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))(3)
 
 
  Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights(1)
 
Plan category
  Weighted-average
exercise price of
outstanding options,
warrants and rights(2)
 

Equity compensation plans approved by security holders

   
   
   
 

Equity compensation plans not approved by security holders(4)

   
1,413,017
 
$

19.66
   
2,100,933
 

Total

   
1,413,017
 
$

19.66
   
2,100,933
 

(1)
This column reflects all shares that are issuable upon vesting of options, restricted stock unit awards and performance-based restricted stock units issued under the LTIP that were outstanding and unvested as of December 31, 2018.

(2)
Restricted stock units and performance-based restricted stock units do not have an exercise price and, therefore, have been excluded from the weighted average exercise price calculation in this column. The stock options have an exercise price equal to $19.66 per share, which was the fair market value of a share of Midstates stock as of the grant date.

(3)
This column reflects the total number of shares remaining available for issuance under the LTIP as of December 31, 2018.

(4)
Midstates' only equity compensation plan is the LTIP. The LTIP was established upon Midstates' emergence from Chapter 11 in 2016. Midstates' 2016 Long Term Incentive Plan was included as an exhibit to Midstates' Form S-8 filed with the SEC on October 24, 2016.

Terminations of Employment

Terminations of Employment During 2018

        Mr. Elkins' employment with Midstates ended on January 23, 2018. Midstates entered into a separation agreement with Mr. Elkins, described in more detail above in the section entitled "Severance Arrangements." The table below reflects the full value of all amounts paid to Mr. Elkins in connection with his termination of employment.

Named Executive Officer
  Salary
Continuation
($)
  Annual
Bonus
at STIP
Target
($)
  2017
Annual
Bonus
($)
  Accrued
Vacation
($)
  Stock
Options
($)(1)
  Restricted
Stock
($)(2)
  COBRA
Premium
Reimbursement
($)
  Total ($)  

Mitchell G. Elkins

    400,000     320,000     173,440     53,846         1,106,300     26,295     2,079,881  

(1)
Mr. Elkins had until August 1, 2018 (which is 180 days from his termination date) to exercise his vested stock options. To Midstates' knowledge, Mr. Elkins did not exercise his stock options.

(2)
The value reported above for the acceleration of unvested restricted stock is calculated based on closing market price of shares of Midstates common stock on the date of the executive's termination of employment.

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Estimated Payments Due Pursuant to Existing Agreements

        As discussed in "Compensation Discussion and Analysis—Employment Agreements," Midstates maintains employment agreements with certain Messrs. Sambrooks, Weatherholt and McCullough that provide for potential severance payments upon a termination of the executive's employment under various circumstances. The following discussion sets forth the payments and benefits that would be received by Midstates' named executive officers if a hypothetical termination of employment had occurred on December 31, 2018:

        If Mr. Sambrooks' employment is terminated by Midstates without Cause or by Mr. Sambrooks for Good Reason during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment which will consist of the following items: (i) the Accrued Obligations, payable within thirty (30) days after the date of termination, (ii) any Accrued Incentives, (iii) a cash payment equal to the sum of two times his base salary plus the target bonus and (iv) a cash payment equal to a pro rata portion of Mr. Sambrooks Target Bonus for the year of termination, which will be prorated based on the number of days between the beginning of the applicable performance period through the date of termination. Additionally, Mr. Sambrooks will be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family, to vest in the next tranche of time-based equity incentive awards that would otherwise vest if not for his termination and to vest in a pro rata portion of any performance-based equity incentive awards outstanding on the date of termination. The following table displays the value of the severance payments described in the preceding sentence for Mr. Sambrooks, assuming that an eligible termination of employment occurred on December 31, 2018.

Name and Principal Position
  Lump-Sum
Payment
based
on Annual
Bonus at STIP
Target ($)
  Continued
Base
Salary ($)
  COBRA
Premium
Reimbursement
($)
  Total ($)  

David J. Sambrooks

    1,200,000     1,200,000     44,517     2,444,517  

        If Mr. Sambrooks' employment is terminated by Midstates without Cause (as defined previously) or by Mr. Sambrooks for Good Reason and within 12 months of change of control, during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment, which will consist of the following items: (i) the Accrued Obligations, payable within thirty (30) days after the date of termination, (ii) any Accrued Incentives, (iii) a cash payment equal the sum of two times his base salary plus the target bonus and (iv) a cash payment equal to a pro rata portion of Mr. Sambrooks Target Bonus for the year of termination, which will be prorated based on the number of days between the beginning of the applicable performance period through the date of termination. Mr. Sambrooks will also be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family. Additionally, all of Mr. Sambrooks' unvested time-based awards granted to Mr. Sambrooks under the 2016 Long Term Incentive Plan, will vest in full. The 2017 performance-based equity incentive awards outstanding on the date of termination will vest at the target number of awards. The following table displays the value of the severance payments described in the preceding sentence for Mr. Sambrooks, assuming that

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an eligible termination of employment occurred on December 31, 2018 and within 12 months of change of control.

Name and Principal Position
  Lump-Sum
Payment
based
on Annual
Bonus at STIP
Target ($)
  Continued
Base
Salary
($)
  COBRA
Premium
Reimbursement
($)
  Total ($)  

David J. Sambrooks

    1,200,000     1,200,000     44,517     2,444,517  

        If Messrs. Weatherholt or McCullough's employment is terminated by Midstates without Cause or by the executive for Good Reason during the term of the Employment Agreement, Messrs. Weatherholt and/or McCullough will be entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump sum cash payment equal to 1.0 times their base salary plus their annual target bonus and (iv) monthly payments equal to the monthly COBRA premium for Executive and his spouse and any eligible dependents for up to 12 months following their termination of employment. Additionally, if the termination of employment is by Midstates without Cause or by the executive for Good Reason, all unvested awards granted to the executive in 2016 under the 2016 Long Term Incentive Plan shall vest. Time-based equity incentive awards granted in 2018 will vest in the next tranche that would otherwise vest if not for his termination and any performance-based equity incentive awards granted in 2018 will vest in a pro rata portion outstanding on the date of termination. The following table displays the value of the severance payments described in the preceding sentence for Messrs. Weatherholt and McCullough, assuming that an eligible termination of employment occurred on December 31, 2018.

Name and Principal Position
  Lump-Sum
Payment
based
on Annual
Bonus at STIP
Target ($)
  Continued
Base
Salary
($)
  COBRA
Premium
Reimbursement
($)
  Total ($)  

Scott C. Weatherholt

    262,500     350,000     42,867     655,367  

Richard W. McCullough

    144,200     288,400     42,867     475,467  

        Upon a termination of Messrs. Weatherholt or McCullough's employment by Midstates without Cause or by the executive for Good Reason during the term of their respective Employment Agreements and within twelve months following a change in control of Midstates, Messrs. Weatherholt and/or McCullough will be entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump-sum cash payment equal to the product of (x) the annual target bonus plus the highest base salary paid to the executive during the three (3) years immediately preceding the change in control, multiplied by (y) 2.0 for Mr. Weatherholt and multiplied by (y) 1.0 for Mr. McCullough, and (iv) monthly payments equal to the monthly COBRA premium for executive and any eligible dependents for up to 12 months following the executive's termination of employment. Additionally, if the termination of employment is by Midstates without Cause or by the executive for Good Reason, all unvested awards granted to the executive under the 2016 Long Term Incentive Plan shall vest. The 2018 performance-based equity incentive awards outstanding on the date of termination will vest at the target number of awards. The following table displays the value of the severance payments described in

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the preceding sentence for Messrs. Weatherholt and McCullough, assuming that an eligible termination of employment occurred on December 31, 2018 and within 12 months of change of control.

Name and Principal Position
  Lump-Sum
Payment
based
on Annual
Bonus at STIP
Target ($)
  Continued
Base
Salary
($)
  COBRA
Premium
Reimbursement
($)
  Total
($)
 

Scott C. Weatherholt

    525,000     700,000     42,867     1,267,867  

Richard W. McCullough

    144,200     288,400     42,867     475,467  

Compensation That May Be Paid or Become Payable To Midstates' Named Executive Officers in Connection With the Merger

        Item 402(t) of Regulation S-K requires disclosure of compensation arrangements or understandings with Midstates' named executive officers that are based on or otherwise relate to the merger, whether present, deferred or contingent. This compensation is referred to as "golden parachute" compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Midstates' named executive officers. The "golden parachute" compensation payable to these individuals is covered by the non-binding advisory vote on executive compensation of Midstates' named executive officers pursuant to Proposal 3 below.

        As described above under the heading "—Interests of Certain Midstates Directors and Executive Officers in the Merger," Midstates' executive officers whose employment is terminated or deemed to be terminated without cause in connection with the merger will receive accelerated vesting of their outstanding Midstates stock options, Midstates RSUs, Midstates PSUs and payment of unvested amounts under Midstates' share equalization program. All of Midstates' named executive officers are expected to incur such a termination of employment in connection with the merger. In addition, Midstates' named executive officers will be entitled to receive certain severance amounts pursuant to their employment agreements, which are described in more detail above, and cash payments related to unpaid retention awards that were scheduled to be paid later in 2019.

        The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of Midstates' named executive officers would receive using the following assumptions: (i) the completion of the merger occurs on May 31, 2019, (ii) each named executive officer experiences a qualifying termination at such time, (iii) the named executive officer's base salary rate and annual target bonus remain unchanged from that in effect as of the date of this filing, (iv) the value of the accelerated vesting of any Midstates equity award is calculated assuming a market price per share of Midstates common stock equal to $10.07 (which equals the average closing market price of a share of Midstates common stock on the NYSE over the first five business days following May 6, 2019, the date of the first public announcement of entering into the merger agreement) (the "Assumed Midstates Stock Price"), (v) no named executive officers receive any additional equity grants prior to completion of the merger and (vi) each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual

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amounts to be received by any of the individuals below may materially differ from the amounts set forth below.

Name
  Cash ($)(1)   Equity ($)(2)   Perquisites /
Benefits ($)
  Total ($)  

David J. Sambrooks

    2,889,378     2,390,019     44,517     5,323,914  

Richard W. McCullough

    653,393     496,494     42,867     1,192,754  

Scott C. Weatherholt

    1,701,794     1,104,065     42,867     2,848,726  

Mitchell G. Elkins(3)

                 

(1)
Amounts represent the aggregate cash amounts the named executives would be entitled to receive upon a qualifying termination. The individual components of these amounts are set forth in the following table:
Named Executive Officer
  Accrued
Vacation
Payment
($)
  Cash
Severance
($)
  Pro-Rated
2019 Bonus
($)
  Retention
Award
($)(a)
  Share
Equalization
Plan Payment
($)
 

David J. Sambrooks

    68,538     2,400,000     225,000     75,000     120,840  

Richard W. McCullough

    38,823     432,600     54,075     18,025     109,870  

Scott C. Weatherholt

    53,846     1,400,000     121,875     32,813     93,260  

(a)
The amount included in respect of the Retention Award represents the cash retention amount otherwise payable to the named executive officer on July 1, 2019, subject to continued employment. If the closing of the merger (and termination of the named executive officer) occurs before July 1, 2019, the amount will become payable and the remaining portion of the named executive officer's retention award will be forfeited. If the closing of the merger (and termination of the named executive officer) occurs after July 1, 2019, the remaining portion of the named executive officer's retention award (which is two times the amount shown in this column) will become payable upon termination.
(2)
Amounts represent the value of equity awards held by each named executive officer that will fully vest and be promptly settled as described in the section titled "The Merger Agreement—Treatment of Equity Compensation Awards—Treatment of Midstates Equity Awards" beginning on page 163. The following table shows the number and estimated value of the Midstates RSUs and Midstates PSUs held by the named executive officers. No amounts are included in respect of Midstates stock options because the exercise price of all Midstates stock options exceeds the Assumed Midstates Stock Price and therefore the options are assumed not to have any intrinsic value.