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Exhibit 99.2

 

Midstates Petroleum Company, Inc.

 

Unaudited Pro Forma Condensed Combined Financial Information

 

On August 11, 2012, Midstates Petroleum Company, Inc. (“Midstates”) and Midstates Petroleum Company LLC (“Midstates Sub”), a wholly owned subsidiary of Midstates, entered into an Asset Purchase Agreement (the “Agreement”) with Eagle Energy Production, LLC (“Eagle”), pursuant to which Midstates Sub agreed to acquire certain interests in producing oil and natural gas assets, unevaluated leasehold acreage in Oklahoma and Kansas and the related hedging instruments (the “Eagle Energy Acquisition”). The acquisition closed on October 1, 2012. The aggregate purchase price, after post-closing adjustments as provided in the Agreement, consisted of (a) $351,277,000 in cash and (b) 325,000 shares of Series A Preferred Stock of Midstates with an initial liquidation preference of $1,000 per share (the “Preferred Stock”).

 

In connection with the execution of the Agreement and in order to fund, among other things, the cash portion of the Eagle Energy Acquisition, on August 11, 2012, Midstates and Midstates Sub entered into a commitment letter to provide for an unsecured bridge credit facility in the amount of up to $500 million. The availability of loans under the bridge credit facility were subject to the consummation of the Eagle Energy Acquisition and other customary conditions.

 

Also in connection with the execution of the Agreement, on August 11, 2012, Midstates and Midstates Sub entered into a commitment letter that provided a commitment to amend the existing secured revolving credit facility to increase the borrowing base to $250 million and to permit the issuance of the Preferred Stock. In addition, it increased the allowance for the incurrence of certain unsecured indebtedness, without a corresponding reduction in the borrowing base, from $275 million to $600 million. The amended revolving credit facility matures on the fifth anniversary of the entrance into the facility. The effectiveness of the amended revolving credit facility was subject to the consummation of the Eagle Energy Acquisition and other customary conditions.

 

Additionally, on August 11, 2012, Midstates and Midstates Sub entered into a second commitment letter to amend the then in effect secured revolving facility to provide for $35 million of non-conforming borrowing base loans, thereby increasing the borrowing base under the secured revolving credit facility from $200 million to $235 million. The effectiveness of this amended revolving credit facility was not subject to the consummation of the Eagle Energy Acquisition.

 

On September 13, 2012, Midstates and Midstates Sub entered into a purchase agreement (the “Purchase Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which they agreed to sell $600 million aggregate principal amount of their 10.75% senior notes due 2020 (the “Senior Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes mature on October 1, 2020. The Company received net proceeds of approximately $585.0 million, after deducting the Initial Purchasers’ discount.  The proceeds from the Senior Notes replaced the bridge facility discussed above and the bridge facility was not utilized.

 



 

The Preferred Stock issued in connection with the Eagle Energy Acquisition is not convertible into shares of Midstates’ common stock until the first anniversary of the closing date of the Eagle Energy Acquisition. After such time, the Preferred Stock may be converted, in whole but not in part, at the option of the holders of a majority of the outstanding shares of Preferred Stock, into a number of shares of Midstates’ common stock calculated by dividing the then-current liquidation preference by the conversion price of $13.50 per share. In addition, the Preferred Stock will be subject to mandatory conversion into shares of Midstates’ common stock on September 30, 2015 at a conversion price no greater than $13.50 per share and no less than $11.00 per share. Dividends on the Preferred Stock will accrue at a rate of 8.0% per annum, payable semi-annually, at the sole option of Midstates, in cash or through an increase in the liquidation preference. The Preferred Stock will rank senior to Midstates’ common stock with respect to dividend rights and will participate, on an as converted basis, in any cash dividends or other distributions to holders of Midstates’ common stock.

 

The unaudited pro forma condensed combined balance sheet as of September 30, 2012 is based on the unaudited condensed consolidated balance sheet of Midstates as of September 30, 2012, adjusted to reflect the following items as though they had occurred on September 30, 2012:

 

·                                          the purchase accounting assigned to the assets to be acquired and liabilities to be assumed in the Eagle Energy Acquisition and the estimate of the fair value of the Preferred Stock;

 

·                                          nonrecurring expenses associated with the Eagle Energy Acquisition and the commitment fees and other expenses associated with the bridge funding commitment;

 

·                                          the issuance of $600 million of the Senior Notes and the related offering costs subject to amortization, the net proceeds from which were used to fund the cash purchase price of the Eagle Energy Acquisition, to repay outstanding borrowings under the revolving credit facility and for general corporate purposes; and

 

·                                          the amortizable fees associated with the increase in Midstates borrowing base under the revolving credit facility from $200 million to $235 million and, upon the closing of the Eagle Energy Acquisition, from $235 million to $250 million.

 

The unaudited pro forma condensed combined income statement for the year ended December 31, 2011 is based on the audited consolidated income statement of Midstates for the year ended December 31, 2011. The unaudited pro forma condensed combined income statement for the nine months ended September 30, 2012 is based on the unaudited condensed consolidated income statement of Midstates for the nine months ended September 30, 2012. The unaudited pro forma condensed combined income statements for the year ended December 31, 2011 and for the nine months ended September 30, 2012 have been adjusted to reflect the following items as though the Eagle Energy Acquisition and related transactions had occurred on January 1, 2011:

 



 

·                                          the revenues and direct operating expenses related the Eagle Energy Acquisition;

 

·                                          the depreciation, depletion, amortization and asset retirement obligation accretion related to the Eagle Energy Acquisition under the full cost method of accounting;

 

·                                          the historical general and administrative expense associated with the Eagle Energy Acquisition, net of amounts expected to be capitalized to oil and gas properties;

 

·                                          the dividend associated with the Preferred Stock issued in connection with the Eagle Energy Acquisition;

 

·                                          the estimated interest expense associated with the Senior Notes offering and the amortization of deferred financing costs, net of amounts expected to be capitalized to unevaluated oil and gas properties; and

 

·                                          the income tax effect of the adjustments outlined above.

 

The pro forma adjustments are based upon available information and certain assumptions that Midstates believes are reasonable as of the date of this Current Report on Form 8-K. The pro forma adjustments reflected herein are based on management’s estimates and expectations about the accounting that would have taken place had the Eagle Energy Acquisition been consummated during the periods described above.

 

These unaudited pro forma condensed combined financial statements have been prepared for comparative purposes only and may not be indicative of the results that would have occurred if Midstates had completed these transactions at an earlier date or the results that may occur in the future. These unaudited pro forma condensed combined financial statements should be read in conjunction with the audited December 31, 2011 consolidated financial statements and notes thereto contained in Midstates’ Registration Statement on Form S-1, as amended (Registration No. 333-177966), the unaudited September 30, 2012 consolidated financial statements contained in Midstates’ quarterly report on Form 10-Q as filed with the SEC on November 9, 2012, Eagle Energy Company of Oklahoma, LLC’s audited consolidated financial statements as of and for the years ended December 31, 2011 and 2010 included as Exhibit 99.4 to Midstates’ Form 8-K filed on September 5, 2012, and Eagle Energy Company of Oklahoma, LLC’s unaudited consolidated financial statements as of and for the nine months ended September 30, 2012, included as Exhibit 99.1 to this Form 8-K.

 



 

Midstates Petroleum Company, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2012

(in thousands)

 

 

 

 

 

Pro forma adjustments

 

 

 

 

 

Midstates
Historical

 

Eagle Energy
Assets

 

Notes Offering
and Borrowing
Base Increase

 

Midstates Pro
Forma Combined

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,674

 

$

 

$

585,000

(iv)

$

46,257

 

 

 

 

 

 

 

(351,277

)(v)

 

 

 

 

 

 

 

 

(182,940

)(v)

 

 

 

 

 

 

 

 

(450

)(v)

 

 

 

 

 

 

 

 

(8,750

)(v)

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable - sales and other

 

23,307

 

1,745

(i)

 

 

25,052

 

Inventory, prepayments and other currrent assets

 

7,306

 

 

 

450

(v)

7,756

 

Commodity derivative contracts

 

987

 

4,325

(i)

 

5,312

 

Total current assets

 

36,274

 

6,070

 

42,033

 

84,377

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

 

 

 

 

Oil and gas properties

 

 

 

 

 

 

 

 

 

Proved properties

 

936,476

 

420,730

(i)

 

 

1,357,206

 

Unevaluated properties

 

102,173

 

244,924

(i)

 

 

347,097

 

Other property and equipment

 

2,758

 

 

 

 

 

2,758

 

Less: accumulated deprecation, depletion and amortization

 

(235,444

)

 

 

 

(235,444

)

 

 

805,963

 

665,654

 

 

1,471,617

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

Commodity derivative contracts

 

594

 

2,383

(i)

 

 

2,977

 

Other noncurrent assets

 

13,454

 

 

16,042

(vi)

29,825

 

 

 

 

 

 

 

329

(vi)

 

 

Total other assets

 

14,048

 

2,383

 

16,371

 

32,802

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

856,285

 

$

674,107

 

$

58,404

 

$

1,588,796

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

103,995

 

$

1,500

(i)

$

4,830

(vii)

$

110,325

 

Commodity derivative contracts

 

9,244

 

 

 

 

 

9,244

 

Total current liabilities

 

113,239

 

1,500

 

4,830

 

119,569

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

Long-term debt

 

216,300

 

 

600,000

(v)

633,360

 

 

 

 

 

 

 

(182,940

)(v)

 

 

Deferred income taxes

 

157,326

 

26,712

(i)(ii)

 

184,038

 

Commodity derivative contracts

 

3,978

 

 

 

 

 

3,978

 

Asset retirement obligations and other long-term liabilities

 

12,377

 

2,662

(i)(iii)

 

 

15,039

 

Total long-term liabilities

 

389,981

 

29,374

 

417,060

 

836,415

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized with $1,000 per share liquidation preference

 

 

3

(i)

 

3

 

Common stock, $0.01 par value, 300,000,000 shares authorized, 66,549,563 issued and outstanding.

 

665

 

 

 

 

 

665

 

Additional paid-in-capital

 

537,082

 

291,953

 

 

 

829,035

 

Retained deficit/accumulated loss

 

(184,682

)

 

 

(12,209

)(viii)

(196,891

)

Total Stockholders’ equity

 

353,065

 

291,956

 

(12,209

)

632,812

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABLITIES AND EQUITY

 

$

856,285

 

$

322,830

 

$

409,681

 

$

1,588,796

 

 

See accompanying notes.

 



 

Midstates Petroleum Company, Inc.

Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2011

(in thousands, except per share amounts)

 

 

 

 

 

Pro Forma Adjustments

 

 

 

 

 

Midstates
Historical

 

Eagle Energy
Assets

 

Notes Offering
and Borrowing
Base Increase

 

Midstates Pro
Forma Combined

 

REVENUES

 

 

 

 

 

 

 

 

 

Oil, natural gas and natural gas liquids

 

$

213,812

 

$

73,446

(ix)

$

 

 

$

287,258

 

Gains (losses) on commodity derivatie contracts

 

(4,844

)

4,240

(ix)

 

 

(604

)

Other

 

465

 

 

 

 

465

 

Total revenues

 

209,433

 

77,686

 

 

 

287,119

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

Lease operating and workovers

 

17,335

 

12,130

(ix)

 

 

29,465

 

Severance and other taxes

 

12,422

 

3,090

(ix)

 

 

15,512

 

Depletion, depreciation, amortization and accretion

 

92,033

 

31,880

(x)

 

 

123,913

 

General and administrative

 

68,915

 

4,474

(xi)

 

 

73,389

 

Other

 

 

 

 

 

 

Total expenses

 

190,705

 

51,574

 

 

 

242,279

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

18,728

 

26,112

 

 

 

44,840

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME/EXPENSE

 

 

 

 

 

 

 

 

 

Interest income

 

23

 

 

 

 

23

 

Interest expense

 

(2,094

)

 

(26,394

)(xiv)

(28,488

)

NET INCOME (LOSS) BEFORE INCOME TAXES

 

16,657

 

26,112

 

(26,394

)

16,375

 

 

 

 

 

 

 

 

 

 

 

Pro forma income tax expense (benefit)

 

23,156

 

10,497

(xii)

(10,610

)(xii)

23,043

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(6,499

)

$

15,615

 

$

(15,784

)

$

(6,668

)

 

 

 

 

 

 

 

 

 

 

PREFERRED DIVIDEND

 

 

26,000

(xiii)

 

 

26,000

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS

 

$

(6,499

)

$

(10,385

)

$

(15,784

)

$

(32,668

)

 

 

 

 

 

 

 

 

 

 

Pro forma earnings per share available to Midstates Petroleum Company, Inc. common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.10

)

 

 

 

 

$

(0.50

)

Diluted

 

$

(0.10

)

 

 

 

 

$

(0.50

)

 

 

 

 

 

 

 

 

 

 

Pro forma weighted average number of Midstates Petroleum Company, Inc. common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

65,634

 

 

 

 

 

65,634

(xv)

Diluted

 

65,634

 

 

 

 

 

65,634

(xv)

 

See accompanying notes.

 



 

Midstates Petroleum Company, Inc.

Unaudited Pro Forma Condensed Combined Income Statement for the Nine Months Ended September 30, 2012

(in thousands, except per share amounts)

 

 

 

 

 

Pro Forma Adjustments

 

 

 

 

 

Midstates
Historical

 

Eagle Energy
Assets

 

Notes Offering
and Borrowing
Base Increase

 

Midstates Pro
Forma Combined

 

REVENUES

 

 

 

 

 

 

 

 

 

Oil, natural gas and natural gas liquids

 

$

168,674

 

$

69,207

(xvi)

$

 

 

$

237,881

 

Gains/(losses) on commodity derivative contracts

 

(10,249

)

10,844

(xvi)

 

 

595

 

Other

 

331

 

 

 

 

331

 

Total revenues

 

158,756

 

80,051

 

 

238,807

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

Lease operating and workovers

 

18,957

 

13,240

(xvi)

 

 

32,197

 

Severance and other taxes

 

18,098

 

990

(xvi)

 

 

19,088

 

Depletion, depreciation and amortization

 

87,064

 

20,361

(xvii)

 

 

107,425

 

General and administrative

 

18,966

 

3,529

(xviii)

 

 

22,495

 

Acquisition and transaction costs

 

2,675

 

(2,675

)(xix)

 

 

 

Other

 

 

 

 

 

 

Total expenses

 

145,760

 

35,445

 

 

181,205

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

12,996

 

44,606

 

 

57,602

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME/EXPENSE

 

 

 

 

 

 

 

 

 

Interest income

 

229

 

 

 

 

229

 

Interest expense

 

(3,587

)

 

(18,162

)(xxii)

(21,749

)

NET INCOME (LOSS) BEFORE INCOME TAXES

 

9,638

 

44,606

 

(18,162

)

36,082

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

157,326

 

17,932

(xx)

(7,301

)(xx)

167,957

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(147,688

)

$

26,674

 

$

(10,861

)

$

(131,875

)

 

 

 

 

 

 

 

 

 

 

PREFERRED DIVIDEND

 

 

19,500

(xxi)

 

 

19,500

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS

 

$

(147,688

)

$

7,174

 

$

(10,861

)

$

(151,375

)

 

 

 

 

 

 

 

 

 

 

Earnings per share available to Midstates Petroleum Company, Inc. common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.54

)

 

 

 

 

$

(2.61

)

Diluted

 

$

(2.54

)

 

 

 

 

$

(2.61

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of Midstates Petroleum Company, Inc. common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

58,080

 

 

 

 

 

58,080

(xxiii)

Diluted

 

58,080

 

 

 

 

 

58,080

(xxiii)

 

See accompanying notes.

 



 

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2012:

 

(i)                                     To record the purchase accounting assigned to the assets acquired and liabilities assumed with the Eagle Energy Acquisition.  The purchase price allocation remains subject to adjustment up to one year after the closing date.  The fair value of the assets acquired and liabilities assumed is described below:

 

Oil and gas properties

 

$

665,654

 

Accounts receivable - commodity derivatives

 

1,745

 

Commodity derivatives assumed - current asset

 

4,325

 

Commodity derivatives assumed - noncurrent asset

 

2,383

 

ARO assumed

 

(2,662

)

Deferred income tax liability

 

(26,712

)

Total fair value of assets and liabilities acquired

 

$

644,733

 

 

The estimated fair value of the consideration transferred is described below:

 

Cash, with estimated purchase adjustments

 

$

351,277

 

Estimated fair value of Series A Preferred

 

291,956

 

Accrual for estimated closing adjustment

 

1,500

 

Estimated fair value of consideration

 

$

644,733

 

 

(ii)                                  To record the estimated future tax liability associated with the difference between the tax basis of oil and gas properties acquired and the basis used for financial reporting purposes.  The difference in basis for tax and financial reporting purposes is attributable to different methodologies utilized to estimate the fair value of the Preferred Stock issued to Eagle Energy as part of the purchase price.

 

(iii)                               To record the estimated fair value of the asset retirement obligation related to the Eagle Energy Assets.

 

(iv)                              To record the issuance of $600 million of Senior Notes and the related proceeds, net of the Initial Purchasers’ discount of $15 million.

 

(v)                                 To record the use of proceeds from the Senior Notes offering to (1) pay the cash portion of the Eagle Energy Acquisition of $351.3 million, after considering post-closing adjustments, (2) repay $182.9 million of our borrowings under our revolving credit facility, (3) pay $0.5 million to Eagle Energy pursuant to the terms of the transition services agreement for management services to be provided in October 2012, and (4) pay $8.8 million related to the bridge loan facility and advisory fees.

 

(vi)                              To record (1) $16 million of expenses associated with the Senior Notes offering.  An additional $1.3 million of fees associated with the Senior Notes offering had previously been capitalized to our September 30, 2012 balance sheet.  These fees will be amortized

 



 

as additional interest expense over an eight year period. (2) To record $0.3 million of fees associated with the increase in our borrowing base under our revolving credit facility from $235 million to $250 million upon closing of the Transaction.  An additional $4.2 million of fees associated with the increase in our borrowing base from $200 million to $235 million had been capitalized in our September 30, 2012 balance sheet.  These fees will be amortized to interest expense over a five year term.

 

(vii)                           To record estimated fees that remain to be paid related to our Senior Notes offering and the amendments to our revolving credit facility.

 

(viii)                        To record non-recurring expenses associated with the acquisition of the Eagle Energy Assets as well as commitment and other fees associated with the bridge funding commitment replaced by our Senior Notes offering.  Acquisition and Transaction expenses totaled $14.9 million, of which $2.7 million had previously been recognized as expense prior to September 30, 2012.

 

Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2011:

 

(ix)                              To reflect revenues and direct operating expenses related to Eagle Energy.

 

(x)                                 To reflect depreciation, depletion, amortization and accretion expense attributable to the assets acquired from Eagle Energy.

 

(xi)                              To adjust general and administrative expenses for $5.1 million of additional expense associated with the Eagle Energy Assets, net of amounts that would have been capitalized as directly attributable to oil and natural gas acquisition, exploration and development ($0.6 million).

 

(xii)                           To adjust income tax expense (benefit) for the impact of the adjustments outlined above at the estimated statutory rate (including state income taxes) of 40.2%.

 

(xiii)                        To record the 8% dividend, compounded semiannually, on 325,000 shares of Preferred Stock issued in connection with the acquisition of the Eagle Energy Assets.  The 8% Preferred Stock dividend is payable in cash or through an increase in the liquidation preference.  The shares of Preferred Stock have an initial liquidation value of $1,000 per share and are convertible into shares of common stock at $13.50 per share on the one year anniversary after issuance.  The shares of Preferred Stock are mandatorily convertible into our common stock on September 30, 2015 at a rate between $11.00 and $13.50 per common share, depending upon our average common stock price during the 15 trading days prior to the mandatory conversion date.  The dividend amount shown above represents the notional 8% dividend as though paid in cash.

 

(xiv)                       To reflect additional interest expense associated with the 10.75% Senior Notes offering and to amortize $17.4 million in estimated offering expenses over an eight year period.  Excluded from expenses is $7.9 million in estimated costs related to obtaining a bridge

 



 

loan commitment in connection with the Eagle Energy Acquisition, as this amount is non-recurring.  The interest expense is net of $39.1 million capitalized to unproved properties and also includes the amortization of a portion of $4.6 million of fees and expenses related to the increase in Midstates’ borrowing base associated with its revolving credit facility (five year amortization period).

 

(xv)                          The weighted average shares outstanding assume Midstates completed its initial public offering on January 1, 2011. The Series A Preferred Shares are considered participating securities for EPS purposes; however, these securities do not participate in undistributed net losses and therefore, do not impact weighted average shares outstanding.  At a conversion price of $13.50, the conversion of the Series A Preferred Shares would result in the issuance of 24,074,074 Midstates common shares before any increase in the liquidation preference.

 

Unaudited Pro Forma Condensed Combined Income Statement for the nine months ended September 30, 2012:

 

(xvi)                       To reflect revenues and direct operating expenses related to Eagle Energy.

 

(xvii)                    To reflect depreciation, depletion, amortization and accretion expense attributable to the assets acquired from Eagle Energy.

 

(xviii)                 To adjust general and administrative expenses for $4.0 million of additional expense associated with the Eagle Energy Assets, net of amounts that would have been capitalized as directly attributable to oil and natural gas acquisition, exploration and development ($0.5 million).

 

(xix)                      To adjust for non-recurring Acquisition and transaction expenses directly attributable to the Eagle Energy Acquisition.

 

(xx)                          To adjust income tax expense (benefit) for the impact of the adjustments outlined above at the estimated statutory rate (including state income taxes) of 40.2%.

 

(xxi)                       To record the 8% dividend, compounded semiannually, on 325,000 shares of Preferred Stock issued in connection with the acquisition of the Eagle Energy Assets.  The 8% Preferred Stock dividend is payable in cash or through an increase in the liquidation preference.  The shares of Preferred Stock have an initial liquidation value of $1,000 per share and are convertible into shares of common stock at $13.50 per share on the one year anniversary after issuance.  The shares of Preferred Stock are mandatorily convertible into our common stock on September 30, 2015 at a rate between $11.00 and $13.50 per common share, depending upon our average common stock price during the 15 trading days prior to the mandatory conversion date.  The dividend amount shown above represents the notional 8% dividend as though paid in cash.

 

(xxii)                    To reflect additional interest expense associated with the 10.75% Senior Notes offering and to amortize $17.4 million in estimated offering expenses over an eight year period.

 



 

Excluded from expenses is $7.9 million in estimated costs related to obtaining a bridge loan commitment in connection with the Eagle Energy Acquisition, as this amount is non-recurring.  The interest expense is net of $29.3 million capitalized to unproved properties and also includes the amortization of a portion of $4.6 million of fees and expenses related to the increase in Midstates’ borrowing base associated with its revolving credit facility (five year amortization period).

 

(xxiii)                 The weighted average shares outstanding assume Midstates completed its initial public offering on January 1, 2011. The Series A Preferred Shares are considered participating securities for EPS purposes; however, these securities do not participate in undistributed net losses and therefore, do not impact weighted average shares outstanding.  At a conversion price of $13.50, the conversion of the Series A Preferred Shares would result in the issuance of 24,074,074 Midstates common shares before any increase in the liquidation preference.