mcep-8k_20190730.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): July 24, 2019

MID-CON ENERGY PARTNERS, LP

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

001-35374

45-2842469

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

2431 E. 61st Street, Suite 850
Tulsa, Oklahoma

(Address of principal executive offices)

74136

(Zip code)

(918) 743-7575

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

 

Written communication 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))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class

Ticker symbol(s)

Name of each exchange on which registered

Common Units Representing Limited Partner Interests

MCEP

NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 5.02

Departure of Directors of Certain Officers: Election of Directors: Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

Effective July 24, 2019, Mid-Con Energy GP, LLC (the “General Partner”) the general partner of Mid-Con Energy Partners, LP (the “Partnership”) appointed Chad B. Roller, Ph.D., 42, as Chief Operating Officer of the General Partner.

Dr. Roller will receive salary and benefits, and will participate in the Partnership’s Long Term Incentive Program and Change in Control Severance Plan, at levels commensurate with his employment grade level and position.

Since 2012, Dr. Roller has held a number of positions of increasing responsibility with Mid-Con Energy Operating, LLC, including most recently as Vice President of Development and senior reservoir engineer.

Item 7.01

Regulation FD Disclosure

On July 29, 2019, Mid-Con Energy Partners, LP (the “Partnership”) issued a press release announcing a cash distribution for its Class A and Class B Convertible Preferred Units (the “Preferred Units”) as further described below and in the press release.  The Partnership also announced the appointment of Mr. Roller as Chief Operating Officer of the General Partner.  Additionally, the Partnership announced it will release its financial and operating results for the second quarter ended June 30, 2019, after the market close on Wednesday, July 31, 2019.  The Partnership will host a conference call on Thursday, August 1, 2019, at 9:00 a.m. Eastern Standard Time (8:00 a.m. Central Standard Time).  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information disclosed in this Form 8-K, including Exhibit 99.1, is being furnished and 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 under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 8.01

Other Events

On July 29, 2019, the Partnership issued a press release announcing that the Board of Directors of its general partner declared a cash distribution for: (1) its Class A Convertible Preferred Units for the second quarter of 2019, a cash distribution of $0.0430 per Preferred Unit and (2) its Class B Convertible Preferred Units for the second quarter of 2019, a cash distribution of $0.0306 per Preferred Unit, according to terms outlined in the Partnership Agreement. Such cash distributions will be paid on August 14, 2019 to holders of record as of the close of business on August 7, 2019.

Item 9.01

Financial Statements and Exhibits

 

 

 

(d)Exhibits

 

 

No.

Description

 

 

99.1

Press Release Date July 29, 2019.



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.

 

 

 

 

 

 

 

 

 

 

MID-CON ENERGY PARTNERS, LP

 

 

 

By:

Mid-Con Energy GP, LLC

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated:

July 29, 2019

By:

/s/Charles L. McLawhorn, III

 

 

 

 

Charles L. McLawhorn, III

 

 

 

 

Vice President, General Counsel and Secretary

 

 

 

 

 

 

mcep-ex991_6.htm

Exhibit 99.1

 

 

Mid-Con Energy Partners, LP Announces the Appointment of Chief Operating Officer, Schedules Second Quarter 2019 Earnings Release and Conference Call and Announces Quarterly Distribution on Preferred Units

 

TULSA, July 29, 2019 – Mid-Con Energy Partners, LP (NASDAQ: MCEP) (“Mid-Con Energy” or the “Partnership”) is pleased to announce the appointment of Chad B. Roller, Ph.D., 42, as Chief Operating Officer of Mid-Con Energy GP, LLC (the “General Partner”) the general partner of the Partnership, effective July 24, 2019.

 

“We are proud to promote Chad to his new role of Chief Operating Officer.” Commented Jeff Olmstead, Chief Executive Officer.  “He has been vital in our success at navigating lower oil prices the past few years, and will take on even more responsibility for our future growth and success.”

 

Since 2012, Dr. Roller has held a number of positions of increasing responsibility with Mid-Con Energy Operating, LLC, including most recently, as Vice President of Development and senior reservoir engineer.

 

The Partnership also announced that the Board of Directors of its General Partner declared a cash distribution for: (1) its Class A Convertible Preferred Units for the second quarter of 2019, a cash distribution of $0.0430 per Preferred Unit and (2) its Class B Convertible Preferred Units for the second quarter of 2019, a cash distribution of $0.0306 per Preferred Unit, according to terms outlined in the Partnership Agreement. Such cash distributions will be paid on August 14, 2019 to holders of record as of the close of business on August 7, 2019.

 

Additionally, the Partnership will release its financial and operating results for the second quarter ended June 30, 2019, after the market close on Wednesday, July 31, 2019. Management will host a conference call on Thursday, August 1, 2019, at 9:00 AM ET. Interested parties are invited to participate via telephone by dialing 1-877-847-5946 (Conference ID: 4076206) at least five minutes prior to the scheduled start time of the call, or via webcast by clicking on “Events & Presentations” in the investor relations section of the Mid-Con Energy website at www.midconenergypartners.com.  A replay of the conference call will be available through August 8, 2019, by dialing 1-855-859-2056 (Conference ID: 4076206).  Additionally, a webcast archive will be available at www.midconenergypartners.com.

 

About Mid-Con Energy Partners, LP

Mid-Con Energy is a publicly held Delaware limited partnership formed in July 2011 to own, acquire, and develop producing oil and natural gas properties in North America, with a focus on Enhanced Oil Recovery. Mid-Con Energy’s core areas of operation are located in Oklahoma and Wyoming. For more information, please visit Mid-Con Energy's website at www.midconenergypartners.com.

 

Forward-Looking Statements

This press release may include “forward-looking statements” — that is, statements related to future, not past, events within meaning of the federal securities laws. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “estimate,” “intend,” “expect,” “plan,” “project,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,” “might,” “potential,” “scheduled,” “pursue,” “target,” “will” and the negative of such terms or other comparable terminology. These forward-looking statements involve certain risks and uncertainties and ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. For further discussion of risks and uncertainties, you should refer to Mid-Con Energy's filings with the Securities and Exchange Commission (“SEC”) available at www.midconenergypartners.com or www.sec.gov. Mid-Con Energy undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement and our SEC filings. Please see the risks and uncertainties detailed in the “Forward-Looking Statements” and “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2018, and in other documents and reports we file from time to time with the SEC.

 

Investor Relations Contact

IR@midcon-energy.com

(918) 743-7575