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