0001560270-13-000001.txt : 20130812
0001560270-13-000001.hdr.sgml : 20130812
20130812172805
ACCESSION NUMBER: 0001560270-13-000001
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130802
FILED AS OF DATE: 20130812
DATE AS OF CHANGE: 20130812
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Midstates Petroleum Company, Inc.
CENTRAL INDEX KEY: 0001533924
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 453691816
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4400 POST OAK PARKWAY
STREET 2: SUITE 1900
CITY: HOUSTON
STATE: TX
ZIP: 77027
BUSINESS PHONE: 713-595-9400
MAIL ADDRESS:
STREET 1: 4400 POST OAK PARKWAY
STREET 2: SUITE 1900
CITY: HOUSTON
STATE: TX
ZIP: 77027
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eagle Energy Operating Company, LLC
CENTRAL INDEX KEY: 0001560269
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35512
FILM NUMBER: 131030652
BUSINESS ADDRESS:
STREET 1: 9 EAST 4TH STREET
STREET 2: SUITE 200
CITY: TULSA
STATE: OK
ZIP: 74103
BUSINESS PHONE: 918-746-1350
MAIL ADDRESS:
STREET 1: 9 EAST 4TH STREET
STREET 2: SUITE 200
CITY: TULSA
STATE: OK
ZIP: 74103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eagle Energy Production, LLC
CENTRAL INDEX KEY: 0001560270
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35512
FILM NUMBER: 131030653
BUSINESS ADDRESS:
STREET 1: 9 EAST 4TH STREET
STREET 2: SUITE 200
CITY: TULSA
STATE: OK
ZIP: 74103
BUSINESS PHONE: 918-746-1350
MAIL ADDRESS:
STREET 1: 9 EAST 4TH STREET
STREET 2: SUITE 200
CITY: TULSA
STATE: OK
ZIP: 74103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: R/C Energy GP IV, LLC
CENTRAL INDEX KEY: 0001534523
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35512
FILM NUMBER: 131030654
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 51ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-993-0076
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 51ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: R/C IV Eagle Holdings, L.P.
CENTRAL INDEX KEY: 0001582940
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35512
FILM NUMBER: 131030656
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212)993-0076
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eagle Energy Co of Oklahoma, LLC
CENTRAL INDEX KEY: 0001479602
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35512
FILM NUMBER: 131030657
BUSINESS ADDRESS:
STREET 1: 200 REUNION CENTER, 9 EAST 4TH STREET
CITY: TULSA
STATE: OK
ZIP: 74103
BUSINESS PHONE: 918-746-1350
MAIL ADDRESS:
STREET 1: 200 REUNION CENTER, 9 EAST 4TH STREET
CITY: TULSA
STATE: OK
ZIP: 74103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eagle Energy Operating GP, LLC
CENTRAL INDEX KEY: 0001560300
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35512
FILM NUMBER: 131030658
BUSINESS ADDRESS:
STREET 1: 9 EAST 4TH STREET
STREET 2: SUITE 200
CITY: TULSA
STATE: OK
ZIP: 74103
BUSINESS PHONE: 918-746-1350
MAIL ADDRESS:
STREET 1: 9 EAST 4TH STREET
STREET 2: SUITE 200
CITY: TULSA
STATE: OK
ZIP: 74103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone/Carlyle Energy Partners IV, L.P.
CENTRAL INDEX KEY: 0001534496
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35512
FILM NUMBER: 131030655
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 51ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-993-0076
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 51ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
3
1
primary_doc.xml
PRIMARY DOCUMENT
X0206
3
2013-08-02
0
0001533924
Midstates Petroleum Company, Inc.
MPO
0001560270
Eagle Energy Production, LLC
9 EAST 4TH STREET
SUITE 200
TULSA
OK
74103
0
0
1
0
0001560269
Eagle Energy Operating Company, LLC
9 EAST 4TH STREET
SUITE 200
TULSA
OK
74103
0
0
1
0
0001560300
Eagle Energy Operating GP, LLC
9 EAST 4TH STREET
SUITE 200
TULSA
OK
74103
0
0
1
0
0001479602
Eagle Energy Co of Oklahoma, LLC
200 REUNION CENTER, 9 EAST 4TH STREET
TULSA
OK
74103
0
0
1
0
0001582940
R/C IV Eagle Holdings, L.P.
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001534496
Riverstone/Carlyle Energy Partners IV, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 51ST FLOOR
NEW YORK
NY
10019
0
0
1
0
0001534523
R/C Energy GP IV, LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 51ST FLOOR
NEW YORK
NY
10019
0
0
1
0
Series A Preferred Stock
13.5
2013-10-01
Common Stock
5007407
I
See footnote
Series A Preferred Stock
13.5
2013-10-01
Common Stock
20029630
I
See footnote
On October 1, 2012, Midstates Petroleum Company, Inc. (the "Issuer") issued 260,000 shares of Series A Preferred Stock ("Series A Stock") to Eagle Energy Operating Company, LLC in connection with the purchase of certain assets by a wholly-owned subsidiary of the Issuer from Eagle Energy Production, LLC ("Eagle"), and deposited 65,000 shares of Series A Stock (the "Escrowed Shares") into an escrow account to secure certain of Eagle's indemnity obligations under the related Asset Purchase Agreement. The shares of Series A Stock have an initial liquidation value of $1,000 per share, and are convertible, in whole but not in part, at the option of the holders of a majority of the outstanding Series A Stock into shares of Common Stock on or after October 1, 2013.
The Series A Stock may be converted, in whole but not in part, at the option of the holders of a majority of the outstanding shares of Series A Stock, into a number of shares of Common Stock calculated by dividing the then-current liquidation preference by the conversion price of $13.50 per share. The number of shares of Common Stock of the Issuer reported as beneficially owned herein reflect the following factual assumptions regarding October 1, 2013, the first date on which the Reporting Persons may convert the shares of Series A Stock held by them into shares of Common Stock: (i) all of the Escrowed Shares are released to Eagle; (ii) all shares of Series A Stock have a liquidation preference of $1,040 at the time of conversion, and are converted at a price of $13.50; and (iii) there are 93,413,545 shares of Common Stock outstanding following such conversion.
If not previously converted, the Series A Stock will be subject to mandatory conversion into shares of Common Stock on September 30, 2015 at a conversion price based upon the volume weighted average price of Common Stock during the 15 trading days immediately prior to the mandatory conversion date, but in no instance will the price be greater than $13.50 per share or less than $11.00 per share.
The Escrowed Shares were deposited into an escrow account as described above, and all or a portion of those shares will be distributed to Eagle on October 1, 2013. Eagle may be deemed to own the Escrowed Shares (and the underlying Common Stock). The number of shares of Common Stock of the Issuer reported as beneficially owned by Eagle assumes that all of the Escrowed Shares are released to Eagle.
R/C Energy GP IV, LLC ("Ultimate R/C GP") is the general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("R/C GP"), which is the general partner of R/C IV Eagle Holdings, L.P. ("Eagle Holdings"), which is the controlling member of Eagle Energy Company of Oklahoma, LLC ("Eagle Oklahoma"), which is the sole managing member of Eagle Energy Operating GP, LLC ("Eagle Operating GP"), which is the general partner of Eagle Energy Operating Company, LLC ("Eagle Operating"), which is the record holder of the 260,000 shares of Series A Stock. In addition, Eagle Operating is the sole managing member of Eagle. Each of Ultimate R/C GP, R/C GP, Eagle Holdings, Eagle Oklahoma and Eagle Operating GP may be deemed to indirectly own Series A Stock (and the underlying Common Stock) directly owned by Eagle Operating and all of the Escrowed Shares, assuming that all of the Escrowed Shares are released to Eagle.
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Production, LLC
2013-08-12
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Operating Company, LLC
2013-08-12
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Operating GP, LLC
2013-08-12
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Company of Oklahoma, LLC
2013-08-12
/s/ Thomas Walker, as Managing Director of R/C Energy GP IV, LLC, on behalf of R/C IV Eagle Holdings, L.P.
2013-08-12
/s/ Thomas Walker, as Managing Director of R/C Energy GP IV, LLC, on behalf of Riverstone/Carlyle Energy Partners IV, L.P.
2013-08-12
/s/ Thomas Walker, as Managing Director, on behalf of R/C Energy GP IV, LLC
2013-08-12