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): November 7, 2018

Midstates Petroleum Company, Inc.

(Exact name of registrant specified in its charter)

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

321 South Boston Avenue, Suite 1000 Tulsa, Oklahoma	74103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (918) 947-8550

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. o

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 7, 2018, Midstates Petroleum Inc., (the “Company”) announced that Messrs. Frederic Brace, Michael Reddin, and Bruce Vincent resigned from the Company’s Board of Directors (the “Board”), effective as of November 7, 2018.  Mr. Vincent served as the Chairman of the Company’s Audit Committee, and upon his resignation, Mrs. Patrice Douglas was appointed by the Board to replace Mr. Vincent and serve as the Chairwoman of the Company’s Audit Committee. Mr. Reddin served as a member of both the Nominating and Governance Committee and the Compensation Committee. Messrs. Brace, Reddin, and Vincent’s resignation decisions were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practice.

Effective immediately upon the resignations of Messrs. Brace, Reddin and Vincent, the Board of the Company elected Messrs. Randal Klein, Evan Lederman and David Proman as members of the Board to fill the newly created vacancies. Messrs. Klein, Lederman and Proman were determined by the Board to be “independent directors” in accordance with Section 303A.02 of the New York Stock Exchange Listed Company Manual, including satisfying the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Act of 1933, as amended. Additionally, Mr. Lederman was appointed by the Board to serve on the Company’s Compensation Committee and Mr. Proman and Mr. Klein were appointed to serve on the Company’s Nominating & Governance Committee.

Messrs. Klein, Lederman and Proman also entered into indemnification agreements (the “Indemnification Agreements”) with the Company in substantiality the form previously approved by the Board. The Indemnification Agreements provide for the mandatory advancement and reimbursement of reasonable expenses (subject to limited exceptions) incurred by Messrs. Klein, Lederman and Proman in various legal proceedings in which they may be involved by reason of their service as directors, as permitted by Delaware law and the Company’s Second Amended and Restated Certificate of Incorporation.

The Company has not entered into any other material contracts, plans or arrangements with Messrs. Klein, Lederman and Proman. There are no material arrangements or understandings between Messrs. Klein, Lederman and Proman and any other person pursuant to which Messrs. Klein, Lederman and Proman were appointed to serve as directors that are not described above. Additionally, Messrs. Klein, Lederman and Proman do not have any interests requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01              Regulation FD Disclosure

On November 7, 2018, the Company issued a press release disclosing, among other matters, the items described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1. The information furnished in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated November 7, 2018.

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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: November 7, 2018
	By:	/s/ Scott C. Weatherholt
		Scott C. Weatherholt
		Executive Vice President - General Counsel & Corporate Secretary

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EX-99.1

Exhibit 99.1

321 SOUTH BOSTON AVENUE, SUITE 1000

TULSA, OKLAHOMA 74103

PRESS RELEASE FOR IMMEDIATE ISSUANCE

MIDSTATES PETROLEUM ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS

TULSA, OK — (BUSINESS WIRE) — November 7, 2018 — Midstates Petroleum Company, Inc. (“Midstates” or the “Company”) (NYSE: MPO) today announced changes to its Board of Directors. Midstates’ Board named Randal Klein, Evan Lederman, and David Proman to the Board effective today upon the resignation of Frederic (Jake) F. Brace, Michael Reddin, and Bruce Vincent. Each of Mr. Klein, Lederman and Proman intend to stand for election at the next Annual Meeting of Stockholders in 2019.

Alan Carr, Chairman of the Board, commented, “On behalf of the Board, I would like to thank Mr. Brace for his service as a director and prior CEO, and Mr. Reddin and Mr. Vincent for their service as directors. The dedication and contributions each have made to the Company, along with their input and leadership after Midstates exited from restructuring was of particular value to Midstates in becoming the focused and financially strong company it is today.”

Mr. Carr continued, “I would also like to welcome Mr. Klein, Mr. Lederman, and Mr. Proman to the Board.  We look forward to their insight and guidance as the firms they represent collectively own approximately 40% of Midstates’ outstanding shares. The new Board expects to focus on returning a significant amount of capital to shareholders from anticipated free cash flow generation of the Company while also pursuing strategic and opportunistic mergers and acquisitions. We believe there is great value in our Miss Lime asset, strong financial position and clean balance sheet and are excited about the future possibilities for Midstates.”

About Randal Klein

Randal Klein joined affiliates of Avenue Capital Management II, L.P. in 2004, and is currently a Portfolio Manager at Avenue where he assists with the direction of the investment activities of the Avenue U.S. strategy with a particular focus on transactions and restructurings while previously directing the investment activities of the Avenue Trade Claims funds.  Previously, Mr. Klein was a Senior Vice President of the Avenue U.S. Funds.  In such capacity, Mr. Klein was responsible for managing restructuring activities and identifying, analyzing and modeling investment opportunities for the Avenue U.S. strategy.  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 an M.B.A. in Finance, conferred as a Palmer Scholar, from the Wharton School of the University of Pennsylvania.

About Evan Lederman

Evan Lederman joined Fir Tree in 2011 and is a Managing Director and a Partner.  As Co-Head of Restructuring, Mr. Lederman focuses on managing the firm’s distressed credit, restructuring and litigation-oriented investment strategies, including energy and structured credit activist initiatives.  Prior to joining Fir Tree Partners, Mr. Lederman worked in the Business Finance and Restructuring groups at Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP. Mr. Lederman is currently a member of the board, in his capacity as a Fir Tree Partners employee, of Riviera Resources (Chairman of the Board), Roan Resources, Ultra Petroleum (Chairman of the Board), Amplify Energy (formerly Memorial Production Partners), 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.

About David Proman

David Proman joined Fir Tree in 2010 and is a Managing Director and a Partner.  As Co-Head of Restructuring, Mr. Proman focuses on managing the firm’s distressed credit, restructuring and litigation-oriented investment strategies, including energy and structured credit activist initiatives.  Mr. Proman has 15 years of investment experience in structured and corporate debt investing.  Prior to joining Fir Tree, Mr. Proman was an analyst at Kore Advisors, a fixed income investment manager, where he helped manage corporate and structured mortgage credit investments.  Mr. Proman is currently a member of the board, in his capacity as a Fir Tree Partners employee, of Amplify Energy (formerly Memorial Production Partners) (Chairman of the Board), New Emerald Energy LLC, and Deer Finance, LLC.   Mr. Proman also serves on the Technical Committee of FHipo, a residential mortgage REIT in Mexico.  Mr. Proman received a B.A in Economics from the University of Virginia.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements that are not statements of historical fact, including statements regarding the Company’s strategy, future operations, and financial position are considered forward-looking statements. Without limiting the generality of the foregoing, these statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, the Company gives no assurance that these plans, intentions or expectations will be achieved when anticipated or at all.  Moreover, such statements are subject to a number of factors, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These factors include, but are not limited to variations in the market demand for, and prices of, oil and natural gas; the adequacy of the Company’s capital resources and liquidity; general economic and business conditions; risks related to the concentration of the Company’s operations; and potential financial losses or earnings reductions from the Company’s commodity derivative positions.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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. The Company’s operations are currently focused on oilfields in the Mississippian Lime play in Oklahoma.

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Contact:

Midstates Petroleum Company, Inc.

Jason McGlynn, Investor Relations, (918) 947-4614

Jason.McGlynn@midstatespetroleum.com