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): December 3, 2014

Midstates Petroleum Company, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 001-35512 (Commission File Number) 45-3691816
(I.R.S. Employer
Identification No.)

4400 Post Oak Parkway, Suite 1900 Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (713) 595-9400

Not Applicable.
(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 (see General Instruction A.2. below):

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

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

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

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

Item 1.02 Termination of a Material Definitive Agreement.

On October 2, 2014, Midstates Petroleum Company LLC (“Midstates Sub”), a wholly owned subsidiary of Midstates Petroleum Company, Inc. (“Midstates”), entered into a Purchase and Sale Agreement (the “Agreement”) with Baseline Energy Resources, LLC (the “Buyer”), pursuant to which Midstates Sub agreed to sell all of Midstates Sub’s ownership interest in developed and undeveloped acreage in the DeQuincy area of Beauregard and Calcasieu Parishes, Louisiana to the Buyer for an aggregate purchase price of $90 million (the “Transaction”), including the payment of a $5 million deposit following entry into the Agreement (the “Deposit”).

On December 3, 2014, Midstates Sub received notice from the Buyer terminating the Agreement. Midstates believes that all conditions required to be satisfied by Midstates Sub in order to consummate the Closing of the Transaction were satisfied prior to Buyer terminating the Agreement.  However, Buyer alleges that Midstates Sub breached certain representations, warranties and covenants in the Agreement causing closing conditions to not be satisfied and that there has been a Material Adverse Effect under the Agreement causing closing conditions to not be satisfied. Midstates Sub disputes these allegations in all respects and believes that it is entitled under the Agreement to retain the Deposit.

The foregoing summary of the Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which was attached as Exhibit 2.1 to the Form 8-K filed by Midstates on October 7, 2014 and is incorporated herein by reference.

Item 8.01 Other Events.

On December 8, 2014, Midstates issued a press release announcing the termination of the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference.

The foregoing summary of the Agreement and the transactions contemplated thereby contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include those regarding the expected outcome regarding the deposit paid by the Buyer pursuant to the Agreement and other statements that are not historical in nature. No assurance can be given that actual future results will not differ materially from those contained in the forward-looking statements in this current report. Although Midstates believes that all such statements contained in this current report are based on reasonable assumptions, there are numerous variables of an unpredictable nature or outside of Midstates’s control that could affect Midstates’s future results and the value of its shares. Each investor must assess and bear the risk of uncertainty inherent in the forward-looking statements contained in this current report. Please refer to Midstates’s filings with the SEC for additional discussion of risks and uncertainties that may affect Midstates’s actual future results. Midstates undertakes no obligation to update the forward-looking statements contained herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated December 8, 2014.

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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 thereunto duly authorized.

	Midstates Petroleum Company, Inc.
	(Registrant)
Date: December 9, 2014	By:	/s/ Eric J. Christ
	Eric J. Christ Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated December 8, 2014.

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EX-99.1

Exhibit 99.1

4400 POST OAK PARKWAY SUITE 2600 HOUSTON, TEXAS 77027

PRESS RELEASE FOR IMMEDIATE ISSUANCE

MIDSTATES PETROLEUM ANNOUNCES TERMINATION OF

DEQUINCY ASSETS SALES AGREEMENT

HOUSTON - (Business Wire) — December 8, 2014 - Midstates Petroleum Company, Inc. (NYSE: MPO) (the “Company”) announced today that the buyer in the transaction for the sale of the Company’s DeQuincy area assets in Louisiana has terminated the purchase and sale agreement (“PSA”).  The DeQuincy assets continue to produce approximately 1,400 barrels of oil equivalent (70% oil) and generated in excess of $20 million in Adjusted EBITDA between the April 1st effective date of the PSA and the previously expected closing date of November 30th, which the Company will now retain. Additionally, these assets are expected to generate approximately $13 - 17 million in Adjusted EBITDA during 2015 at current commodity prices.  The buyer also paid a $5 million deposit that the Company believes it is entitled to retain under the PSA.

Dr. Peter Hill, Interim President and CEO of Midstates commented, “Although this transaction for our DeQuincy assets was not completed, we are strongly committed to maintaining our strategy of delivering financial stability and capital discipline.  We have the operational flexibility to react quickly to the current uncertain pricing environment, with short term rig and service contracts and a strong hedging program through 2015.  With this, we will continue to manage our operating plan to ensure Adjusted EBITDA outpaces operating capex in 2015 in order to protect our liquidity through 2015 and beyond.  There continues to be interest in these assets from other buyers, and we continue to pursue other asset sales and asset monetizations.”

Other Information

Certain statements in this news release regarding future expectations and plans for future activities may be regarded as “forward looking statements” within the meaning of the Securities Litigation Reform Act.  They are subject to various risks, such as financial market conditions, changes in commodities prices and costs of drilling and completion, operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

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About Midstates Petroleum Company, Inc.

Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates’ drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma.  The Company’s operations also include the upper Gulf Coast tertiary trend in central Louisiana.  Additional information about the Company is available at www.midstatespetroleum.com.

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Source: Midstates Petroleum Company, Inc.

Contact:

Chris Delange, (713) 595-9411

chris.delange@midstatespetroleum.com

or

Al Petrie, (713) 595-9427

Al.Petrie@midstatespetroleum.com

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