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Amplify Energy and Juniper Capital Announce Amendment to the Merger Agreement
Newsfilter· 2025-04-15 12:21
Core Viewpoint - Amplify Energy Corp. has amended its merger agreement with Juniper Capital, which includes an additional cash contribution of $10 million from Juniper to reduce the net debt of the combined companies, reflecting confidence in the merger's long-term value creation [2][3][5]. Financial Contributions and Debt Management - Juniper will contribute an incremental $10 million in cash to further reduce the net debt of the combined companies [3][4]. - At closing, Amplify plans to issue approximately 26.7 million shares of common stock to Juniper and assume about $133 million in net debt [3][19]. Hedge Positions and Risk Mitigation - Amplify has hedged 80-85% of its oil production for 2025 and 40-45% for 2026, while Juniper has hedged 65-70% for 2025 and 50-55% for 2026 [7]. - The present worth of Amplify's hedges is approximately $25 million, and Juniper's hedges are valued at about $14 million [7]. Updated Reserve Values - The total proved reserve PV-10 value of Juniper's audited reserves is estimated at $356 million, assuming WTI oil prices at $60 per barrel and Henry Hub gas prices at $3.50 per mmbtu [10][11]. - Combining Juniper's proved developed PV-10 value of $230 million with its hedge book value results in a total value of $244 million, compared to pro forma debt of approximately $123 million after Juniper's cash contribution [11]. Shareholder Engagement and Meeting - A Special Meeting of Stockholders is scheduled for April 23, 2025, to approve the merger proposals [14]. - The Board of Directors recommends shareholders vote "FOR" the merger proposals outlined in the definitive proxy statement [16].
ISS Recommends Shareholders Vote "FOR" Amplify's Proposed Acquisition of Assets from Juniper Capital
Newsfilter· 2025-04-01 11:30
Core Viewpoint - Amplify Energy Corp. has received a recommendation from Institutional Shareholder Services (ISS) to vote "FOR" its proposed merger with Juniper Capital's upstream Rocky Mountain portfolio companies, indicating that the merger is expected to enhance growth and long-term shareholder value [1][2]. Summary by Relevant Sections Merger Recommendation - ISS concluded that Amplify has conducted a reasonable process for the merger, which is deemed better than a standalone scenario due to increased scale, projected free cash flow accretion, synergy opportunities, and enhanced portfolio optimization [2]. Financial Impact - The merger is anticipated to significantly strengthen Amplify's financial position, diversify its asset base, and create operational efficiencies [2]. - Projected free cash flow per share is expected to increase from $0.50 to greater than $0.70 [6]. - Total proved reserve value is projected to rise approximately 89%, from $688 million to $1.3 billion [6]. Operational Enhancements - The new asset base from Juniper is expected to accelerate value creation through portfolio optimization and lower operating costs, improving resilience in varying commodity price environments [6]. - The merger is expected to unlock meaningful operating synergies, with pro-forma Adjusted EBITDA per BOE projected to increase by 40% and pro-forma G&A per BOE expected to decrease by over 20% due to economies of scale [6]. Shareholder Value Preservation - Increased free cash flow and scale, along with expected refinancing, are projected to enhance liquidity and flexibility, providing options to reduce leverage and return capital to shareholders [6]. Special Meeting Details - The Special Meeting of Shareholders to approve the merger proposals is scheduled for April 14, 2025, at 9:00 a.m. Central Time [4].
ISS Recommends Shareholders Vote “FOR” Amplify's Proposed Acquisition of Assets from Juniper Capital
GlobeNewswire News Room· 2025-04-01 11:30
Core Viewpoint - Amplify Energy Corp. has received a recommendation from Institutional Shareholder Services (ISS) to vote "FOR" its proposed merger with Juniper Capital's upstream Rocky Mountain portfolio companies, indicating that the merger is expected to enhance growth and long-term shareholder value [1][2]. Financial Impact - The merger is projected to increase free cash flow per share from $0.50 to over $0.70, representing a significant improvement in financial performance [5]. - Total proved reserve value is expected to rise approximately 89%, from $688 million to $1.3 billion, indicating a substantial enhancement in asset value [5]. Operational Efficiency - The merger is anticipated to unlock meaningful operating synergies, with pro-forma Adjusted EBITDA per BOE expected to increase by 40% due to a higher oil weighting and a lower cost structure [5]. - Pro-forma G&A per BOE is projected to decrease by over 20% as a result of economies of scale, contributing to improved operational efficiency [5]. Growth Potential - The transaction is expected to enhance portfolio flexibility and organic growth potential, allowing Amplify to accelerate value creation through portfolio optimization [2][5]. - The new Rockies asset base will provide opportunities for identified, high-quality undeveloped drilling locations, further supporting growth initiatives [5]. Shareholder Value - The merger is designed to preserve shareholder value by increasing free cash flow and scale, along with expected refinancing that will enhance liquidity and flexibility [5]. - The free cash flow generated will provide options to reduce leverage and return capital to shareholders, reinforcing the commitment to shareholder returns [5]. Meeting Details - A Special Meeting of Shareholders to approve the merger proposals is scheduled for April 14, 2025, at 9:00 a.m. Central Time, where shareholders will have the opportunity to vote [4].
Amplify Provides Additional Information on Acquisition of Assets from Juniper Capital
Globenewswire· 2025-03-25 20:05
Core Viewpoint - Amplify Energy Corp. has announced a definitive agreement to acquire Juniper Capital's upstream Rocky Mountain portfolio, which is expected to enhance the company's long-term shareholder value through various financial and operational benefits [1][2]. Financial and Diversification Benefits - The merger is projected to increase free cash flow per share from $0.50 to over $0.70 in 2025 [5]. - Total proved reserve value is expected to rise approximately 89% from $688 million to $1.3 billion [5]. - Pro-forma Adjusted EBITDA per BOE is anticipated to increase by 40% due to a higher oil weighting and a lower cost structure [5]. - Pro-forma G&A per BOE is expected to decrease by over 20% due to economies of scale [5]. Growth and Synergies - The new asset base from Juniper allows Amplify to accelerate value creation through portfolio optimization [5]. - The merger is expected to provide meaningful operating synergies, enhancing the company's ability to generate long-term shareholder value [2][5]. Shareholder Engagement - Amplify has scheduled a Special Meeting of Shareholders for April 14, 2025, to vote on two proposals critical to the merger [2][4]. - The Board unanimously recommends that shareholders vote "FOR" both proposals, emphasizing their importance for the company's best interests [3].
Amplify Energy (AMPY) - 2024 Q4 - Earnings Call Transcript
2025-03-06 23:21
Financial Data and Key Metrics Changes - The company reported a net loss of approximately $7.4 million for Q4 2024, compared to a net income of $22.7 million in the prior quarter, primarily due to a noncash unrealized loss on commodity derivatives [37] - Adjusted net income for Q4 was $5.1 million, while full-year adjusted net income was $35.8 million, up 48% compared to 2023 [38] - Fourth quarter adjusted EBITDA was $21.8 million, slightly below expectations, with full-year adjusted EBITDA at $103 million, up 17% from 2023 [39] Business Line Data and Key Metrics Changes - Average daily production for Q4 was approximately 18.5 MBoe per day, a decrease of 0.5 MBoe per day from the prior quarter, primarily impacted by gas volumes in East Texas [17] - Oil volumes increased incrementally from the previous quarter despite platform shutdowns at Beta, with current production rates at Beta showing a 9% increase from Q4 2024 volumes [20] Market Data and Key Metrics Changes - The company anticipates production guidance for 2025 to be between 19,000 to 21,000 barrels of oil equivalent per day, representing a 7% increase from 2024 oil production [21] - Lease operating expenses for Q4 were approximately $35.1 million, a $1.8 million increase from the prior quarter, driven by unplanned workovers at Beta [22] Company Strategy and Development Direction - The company announced a definitive merger agreement with Juniper Capital to combine with certain portfolio companies, which is expected to enhance scale, operating margins, and provide new core areas for potential M&A activity [8][9] - The company plans to focus on maximizing the value of its existing asset base through accretive capital projects and cost reduction efforts [15] Management Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, highlighting strong results from recent wells and the anticipated benefits from the Juniper transaction [50] - The company remains committed to exploiting the long-term value potential of the Beta field, expecting strong growth in oil production from the area in 2025 [49] Other Important Information - The company has generated positive free cash flow for 10 consecutive quarters, illustrating strong sustainable cash-generating potential [43] - As of March 5, the company has hedged approximately 70% to 75% of forecasted PDP crude oil production for 2025 [46] Q&A Session Summary Question: Insights on C-Sand versus D-Sand dynamics at Beta - Management indicated that historical development primarily comes from vertical wells drilled in the '80s, with expectations for good results from the C-Sand despite limited analog data [55][56] Question: Planned new drills and risk appetite - Management confirmed that the upcoming wells will be drilled in the same fault blocks as previous successful wells, indicating low risk for the new drills [60][61] Question: Oil price impact on CapEx plans - Management stated that they are comfortable with their current CapEx plans but will reassess if oil prices continue to decline significantly [66][68] Question: Potential for Magnify with Juniper assets - Management acknowledged the potential for Magnify services to expand into the Wyoming area, given the aggregation of assets from the Juniper transaction [74][75]
Amplify Energy (AMPY) - 2024 Q4 - Earnings Call Transcript
2025-03-06 22:49
Financial Data and Key Metrics Changes - The company reported a net loss of approximately $7.4 million for Q4 2024, compared to a net income of $22.7 million in the prior quarter, primarily due to a noncash unrealized loss on commodity derivatives [37] - Adjusted net income for Q4 was $5.1 million, while full-year adjusted net income was $35.8 million, up 48% compared to 2023 [38] - Fourth quarter adjusted EBITDA was $21.8 million, slightly below expectations, with full-year adjusted EBITDA at $103 million, up 17% from 2023 [39] Business Line Data and Key Metrics Changes - Average daily production for Q4 2024 was approximately 18.5 MBoe per day, a decrease of 0.5 MBoe per day from the prior quarter, primarily impacted by gas volumes in East Texas [17] - Oil volumes increased incrementally despite platform shutdowns at Beta, with current production rates at Beta showing a 9% increase from Q4 2024 volumes [20] - Lease operating expenses for Q4 were approximately $35.1 million, a $1.8 million increase from the prior quarter, driven by unplanned workovers at Beta [21] Market Data and Key Metrics Changes - The company anticipates production guidance for 2025 to be between 19,000 to 21,000 barrels of oil equivalent per day, representing a 7% increase from 2024 oil production [21] - The production commodity mix for Q4 was 45% oil, 17% NGLs, and 38% natural gas [20] Company Strategy and Development Direction - The company announced a definitive merger agreement with Juniper Capital to combine with certain portfolio companies, which is expected to enhance scale, operating margins, and provide new core areas for potential M&A activity [8][9] - The Juniper transaction is anticipated to close in Q2 2025 and is expected to be significantly accretive to free cash flow [10][12] - The company plans to focus on maximizing the value of its existing asset base through accretive capital projects and cost reduction efforts [15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, citing strong results from recent wells and the anticipated benefits from the Juniper transaction [49][50] - The company remains committed to exploiting the long-term value potential of the Beta field and expects strong growth in oil production from the area in 2025 [49] Other Important Information - The company has generated positive free cash flow for 10 consecutive quarters, illustrating strong sustainable cash-generating potential [43] - As of December 31, the company had $127 million of debt outstanding under its revolving credit facility, with a net debt to last 12 months adjusted EBITDA ratio of 1.2 times [44] Q&A Session Summary Question: Insights on C-Sand versus D-Sand performance - Management indicated that historical development primarily comes from the C-Sand, with expectations for good results from the C-Sand wells, although reservoir characteristics are not as strong as the D-Sand [55][56][58] Question: Planned new drills and risk assessment - The company plans to drill in the same fault blocks as previous successful wells, indicating a low-risk approach for upcoming drilling [60][61] Question: Oil price impact on CapEx plans - Management stated that they are comfortable with their CapEx plans at current oil prices but will reassess if prices continue to decline [66][68] Question: Potential for Magnify with Juniper assets - Management noted that while Magnify services are currently limited to East Texas and Oklahoma, they will evaluate opportunities in the Wyoming area post-merger [74][75]