8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported):  September 30, 2013

ALTA MESA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

Texas	333-173751	20-3565150
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

15021 Katy Freeway, Suite 400

Houston,  Texas,  77094

(Address of principal executive offices)

(281) 530-0991

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

In connection with certain potential internal capital transactions, Alta Mesa Holdings, LP (“the Company”) has made accessible to prospective investors on a confidential basis the information set forth in Exhibit 99.1 hereto (the “Internal Reserve Report”), which is incorporated by reference herein and presents the Company’s estimated proved reserves and future revenue as of June 30, 2013.  The obligation of those prospective investors to keep the Internal Reserve Report confidential expires on September 30, 2013.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

The information in the Internal Reserve Report includes “forward-looking statements.” We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development and production of oil and natural gas. These risks include, but are not limited to, commodity price volatility, low prices for oil and/or natural gas, global economic conditions, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under “Item 1A. Risk Factors” in our 2012 Annual Report on Form 10-K.  

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of the risks or uncertainties described in the Internal Reserve Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we may issue.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Title of Document
99.1	Internal Reserve Report of Alta Mesa Holdings, LP, as of June 30, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALTA MESA HOLDINGS, LP
September 30, 2013	By:	/s/ Michael A. McCabe
		Michael A. McCabe, Vice President and Chief Financial Officer of Alta Mesa Holdings GP, LLC, general partner of Alta Mesa Holdings, LP

Exhibit Index

Exhibit Number	Title of Document
99.1	Internal Reserve Report of Alta Mesa Holdings, LP, as of June 30, 2013

EX-99.1

Exhibit 99.1

ALTA MESA HOLDINGS, LP

RESERVE REPORT

JUNE 30, 2013

The following internally prepared estimate of reserves and future revenue of Alta Mesa Holdings, LP (“the Company,” “we,” “us”) have been prepared in accordance with the definitions and regulations of the SEC and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas.  Proved Reserves included herein conform to the definition as set forth in the Securities and Exchange Commission Regulation S-X Part 210.4-10 (a) as revised and adopted effective January 1, 2010.

The following table sets forth the Company’s estimates of the net reserves and future net revenue, as of June30, 2013:

	Net Reserves			Future Net Revenue (M$)
	Oil	NGL	Gas		Present Worth
Category	(MBBL)	(MBBL)	(MMCF)	Total	at 10%
Proved Developed Producing	12,247	1,090	86,056	909,103	654,399
Proved Developed Non-Producing	3,019	1,709	35,073	332,756	169,445
Proved Undeveloped	12,006	706	42,058	861,893	443,105
Total Proved	27,272	3,504	163,186	2,103,751	1,266,950

Totals may not add because of rounding.

The oil reserves shown include crude oil and condensate.  Oil and natural gas liquids (NGL) volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons.  Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.

The estimates shown herein are for proved reserves.  Estimates do not include probable or possible reserves that may exist for these properties, nor do they include any value for undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated.  Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status.  The estimates of reserves and future revenue included herein have not been adjusted for risk.

Prices used in estimating future net revenues are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period July 2012 through June 2013.  For oil and NGL volumes, the average Energy Intelligence Group, Inc. Oil Daily West Texas Intermediate (Cushing) cash/spot price of $91.60 per barrel is adjusted by field for quality, transportation fees, and regional price differentials.  For gas volumes, the average Platts Gas Daily Henry Hub spot price of $3.448 per MMBTU is adjusted by field for energy content, transportation fees, and regional price differentials.  All prices are held constant throughout the lives of the properties.  

Operating costs used in estimating future net revenues are based on historical operating expense records.  These costs include the per-well overhead expenses allowed under joint operating agreements along with estimates of costs to be incurred at and below the district and field levels.  Headquarters general and administrative overhead expenses are also included. Estimated future capital costs are based on authorizations for expenditure and actual costs from recent activity.  Capital costs include future costs for development wells and production equipment, necessary workovers, and abandonment costs.  Abandonment costs are estimatedfor wells and production facilities, net of any salvage value.  Operating costs are held constant throughout the lives of the properties, and capital costs and abandonment costs are held constant to the date of expenditure.

The reserves shown in this report are estimates only and should not be construed as exact quantities.  Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable

certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves.  Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance.  In addition to the primary economic assumptions discussed herein, estimates are based on certain assumptions including, but not limited to, development of the properties consistently with current development plans, operation of the properties in a prudent manner, no new or additional governmental regulations or controls that would impact recovery of the reserves, and future production consistent with actual historical performance.  If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts.  Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing these estimates. 

 Standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, analogy, and reservoir modeling, considered to be appropriate and necessary were used to establish the conclusions set forth herein.  As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data and all estimates included herein represent only the informed professional judgment of our management and engineering staff.