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EX-99.1 - EX-99.1 - Alta Mesa Holdings, LPc403-20130930ex99187b23b.htm

 

 

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):  September 30, 2013

 

ALTA MESA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Texas 

 

333-173751

 

20-3565150

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification Number)

 

 

15021 Katy Freeway, Suite 400

Houston,  Texas,  77094 

(Address of principal executive offices)

 

(281) 530-0991

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

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

 

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

 

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

 

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

 

 

 

 

 


 

 

Item 7.01. Regulation FD Disclosure.

 

In connection with certain potential internal capital transactions, Alta Mesa Holdings, LP (“the Company”) has made accessible to prospective investors on a confidential basis the information set forth in Exhibit 99.1 hereto (the “Internal Reserve Report”), which is incorporated by reference herein and presents the Company’s estimated proved reserves and future revenue as of June 30, 2013The obligation of those prospective investors to keep the Internal Reserve Report confidential expires on September 30, 2013.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

The information in the Internal Reserve Report includes “forward-looking statements.”  We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development and production of oil and natural gas. These risks include, but are not limited to, commodity price volatility, low prices for oil and/or natural gas, global economic conditions, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under “Item 1A. Risk Factors” in our 2012 Annual Report on Form 10-K.  

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of the risks or uncertainties described in the Internal Reserve Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we may issue.

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits

 

 

 

 

 

Exhibit Number

 

       Title of Document

 

 

 

99.1

 

Internal Reserve Report of Alta Mesa Holdings, LP, as of June 30, 2013

 


 

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 hereunto duly authorized.

 

 

 

 

 

 

ALTA MESA HOLDINGS, LP

 

 

 

 

September 30, 2013

By:

/s/ Michael A. McCabe

 

 

Michael A. McCabe, Vice President and Chief Financial Officer of Alta Mesa Holdings GP, LLC, general partner of Alta Mesa Holdings, LP

 

 

 

 

 

 


 

Exhibit Index

 

 

 

 

Exhibit Number

 

       Title of Document

 

 

 

99.1

 

Internal Reserve Report of Alta Mesa Holdings, LP, as of June 30, 2013