Amplify Energy Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 1, 2025, Amplify Energy Operating LLC, a Delaware limited liability company (“Seller”) and indirect wholly-owned subsidiary of Amplify Energy Corp., a Delaware corporation (the “Company”), entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Murphy Exploration & Production Company – USA, a Delaware corporation (“Buyer”), the existing operator of the majority of Seller’s Assets, pursuant to which Seller sold to Buyer all of Seller’s Assets, which include, among other things, Seller’s right, title and interest in and to certain specified oil and gas Properties, Contracts, Equipment and Production within or related to certain designated lands in Karnes County, Texas, for an aggregate cash purchase price of $23,000,000, subject to certain post-closing adjustments as further described in the Purchase and Sale Agreement (the “Asset Sale”). The Purchase and Sale Agreement closed simultaneously with the execution and delivery of the Purchase and Sale Agreement on July 1, 2025. The Purchase and Sale Agreement is effective as of June 15, 2025. Terms used but not defined herein shall have the meanings ascribed thereto in the Purchase and Sale Agreement.
The Purchase and Sale Agreement contains representations and warranties, covenants and indemnification provisions that are typical for transactions of this size and nature and that provide the parties thereto with specified rights and obligations.
The Purchase and Sale Agreement contains representations, warranties and other provisions that were made only for purposes of the Purchase and Sale Agreement and as of specific dates, and were made solely for the benefit of the parties thereto. The Purchase and Sale Agreement is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about Seller or Buyer or the assets to be acquired from Seller or its affiliates. The representations and warranties made by Seller and Buyer in the Purchase and Sale Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
The foregoing description of the Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Other than as disclosed under Item 1.01 of this Current Report on Form 8-K, Seller and Buyer bear no relationship to one another for reporting purposes under this Item 2.01.
| Item 7.01. | Regulation FD Disclosure. |
On July 1, 2025, the Company issued a press release announcing the events described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 shall not be deemed to be “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, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1* | Purchase and Sale Agreement, dated July 1, 2025, by and between Amplify Energy Operating LLC and Murphy Exploration & Production Company – USA. | |
| 99.1 | Press Release, dated July 1, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
SIGNATURES
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.
| AMPLIFY ENERGY CORP. |
Dated: July 1, 2025
| By: | /s/ Martyn Willsher | |
| Name: | Martyn Willsher | |
| Title: | President and Chief Executive Officer |