Amplify Energy Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 28, 2025, Amplify Energy Operating LLC, a Delaware limited liability company (“OLLC”), and Magnify Energy Services LLC, a Delaware limited liability company (“Magnify” and together with OLLC, the “Sellers”), each an 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 EQV Alpha LLC, a Delaware limited liability company (“Alpha”), pursuant to which the Sellers sold to Alpha certain assets of the Sellers, which include, among other things, the Sellers’ right, title and interest in and to certain specified oil and gas Properties and Equipment within or related to certain designated lands in East Texas and Louisiana (the “Asset Sale”) for a cash purchase price of $122.0 million, which remains subject to customary adjustments under the Purchase and Sale Agreement (the “Purchase Price”). The Asset Sale contemplated by the Purchase and Sale Agreement is expected to close in December 2025. Terms used in this Item 1.01 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. In connection with and upon execution of the Purchase and Sale Agreement, Alpha deposited with an escrow agent a cash deposit equal to 10.0% of the unadjusted Purchase Price pursuant to an escrow agreement among the Sellers, Alpha and the escrow agent.
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 the Sellers or Alpha or the assets to be acquired from the Sellers. The representations and warranties made by the Sellers and Alpha 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 (the “Current Report”) and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On October 29, 2025, the Company issued a press release announcing, among other things, the events described in Item 1.01 of this Current Report. 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 October 28, 2025, among Amplify Energy Operating LLC, Magnify Energy Services LLC and EQV Alpha LLC. | |
| 99.1 | Press Release, dated October 29, 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: October 29, 2025 | |||
| By: | /s/ Daniel Furbee | ||
| Name: | Daniel Furbee | ||
| Title: | Chief Executive Officer | ||