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 16, 2015

ALTA MESA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

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))

Section 1 — Registrant’s Business and Operations

Item 1.01.   Entry into a Material Definitive Agreement.

On September 16, 2015, Alta Mesa Holdings, LP (the “Company”) entered into a purchase and sale agreement (the “Sale Agreement”) to sell all of the membership interests (the “Membership Interests”) in Alta Mesa Eagle, LLC (“AME”), the Company’s wholly owned subsidiary, to EnerVest Energy Institutional Fund XIV-A, L.P. and EnerVest Energy Institutional Fund XIV-WIC, L.P. (collectively, “EnverVest”).  The effective date of the transaction will be July 1, 2015.  AME owns certain oil and natural gas non-operated, producing properties located primarily in the Eagle Ford shale play in Karnes County, Texas. The Sale Agreement will dispose of all of the Company’s remaining interests in this area.  

Pursuant to the Sale Agreement, the aggregate cash purchase price for the Membership Interests will be $125 million subject to certain adjustments, consisting of $118 million (the “Base Purchase Price”) payable as set forth below (with the Deposit, as defined below, applied at closing), and additional contingent payments of approximately $7 million in the aggregate, payable to the Company by EnerVest by the 15th of each calendar month in which certain amounts owed to AME prior to the effective date have been received.  The Base Purchase Price shall be payable as follows:  (a) 70% on the closing date (inclusive of the Deposit); (b) 20% on the earlier of (i) November 2, 2015 or (ii) three business days after EnerVest obtains the required proceeds under a credit facility secured by AME’s assets; and (c) 10%, less amounts for (i) any agreed upon uncured title defects, within three business days of November 2, 2015 and (ii) any disputed title defects on a date after an independent expert’s final and binding decision.   The Sale Agreement provides for customary adjustments to the Purchase Price based on the effective date. 

Within five business days from the date of the Sale Agreement,  the parties will enter into an escrow agreement, and, contemporaneously, EnerVest is required to deposit $5.9 million (the “Deposit”) into an escrow account.  The Deposit will be applied toward the Base Purchase Price at closing or will be released to the Company if the sale does not close by September 30, 2015 due to a breach of the Sale Agreement by EnerVest and the Company terminates the Sale Agreement. 

The closing of the Sale Agreement is expected to occur by September 30, 2015 and is subject to customary closing conditions, including that the aggregate amount to be deducted from the Base Purchase Price for title defects, environmental defects and casualty losses shall not exceed 15% of the Base Purchase Price.

The description of the Sale Agreement is a summary only, and is not necessarily complete, and is qualified in its entirety by the full text of the Sale Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.

Section 7 —  Regulation FD

Item 7.01  Regulation FD Disclosure

On September 22, 2015, the Company will issue a press release announcing the foregoing transactions, which is attached as Exhibit 99.1 to this Form 8-K.   The information included in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing, regardless of any general incorporation language in such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Cautionary Statement Regarding Forward-Looking Statements

This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical fact, including with respect to certain plans and objectives of the Company with respect to the proposed Sale Agreement, the timing and completion of the Sale Agreement, the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this document, the words “could”, “should”, “will”, “play”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Forward-looking statements may include statements about the Company’s: consummation and timing of the Sale Agreement; business strategy; reserves; financial strategy, liquidity and capital required for our development program; realized oil and natural gas prices; timing and amount of future production of oil and natural gas; hedging strategy and results; future drilling plans; competition and government regulations; marketing of oil and natural gas; leasehold or business acquisitions; timing of payments; costs of developing our properties; general economic conditions; credit markets; liquidity and access to capital; uncertainty regarding our future operating results; and plans, objectives, expectations and intentions contained in this document that are not historical. The Company cautions 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 its control, incident to the exploration for and development and production of oil and natural gas. These risks include, but are not limited to, the risk that the Sale Agreement may not be consummated, or may not be consummated in a timely manner, 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 other risks. Should one or more of the risks or uncertainties described in this document occur, or should underlying assumptions prove incorrect, the Company’s 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 document 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 the Company may issue. For a further list and description of such risks and uncertainties, see the Company’s periodic reports filed with the U.S. Securities and Exchange Commission. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, www.altamesa.net or on request from the Company. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this document.

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.

Exhibit Index

* Certain exhibits and schedules have been omitted. The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request