• SEC Filings

On January 31, 2018 (the “Closing Date”), Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), completed its previously announced private placement (the “Private Placement”) of $15 million aggregate principal amount of the Partnership’s Class B Convertible Preferred Units (the “Preferred Units”) to that certain Class B Convertible Preferred Unit Purchase Agreement, dated January 23, 2018 (the “Purchase Agreement”), by and among the Partnership and each of the purchasers named on Schedule A thereto (collectively, the “Purchasers”). to the Purchase Agreement, the Purchasers acquired the Preferred Units at a price of $1.53 per Preferred Unit (the “Unit Purchase Price”).

Mid-Con Energy III, LLC, a Delaware limited liability company (“Mid-Con III”) and an affiliate of Mid-Con Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), is a Purchaser under the Purchase Agreement. to the Purchase Agreement, Mid-Con III acquired $800,000 of the Preferred Units issued in the Private Placement; such Preferred Units were purchased on the same terms and subject to the same conditions as the Preferred Units purchased by the other Purchasers.

The Partnership used net proceeds from the Private Placement to fund its acquisition of certain oil and natural gas properties located in Campbell and Converse Counties, Wyoming (the “PRB Acquisition”) and excess net proceeds will be used for general partnership purposes, including repayment of borrowings outstanding under the Partnership’s revolving credit facility.

The description of the Purchase Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2018.

Registration Rights Agreement

On January 31, 2018, in connection with the closing of the Private Placement, the Partnership entered into a Registration Rights Agreement (the “Registration Rights Agreement”) by and among the Partnership and the Purchasers.

to the Registration Rights Agreement, within 90 days of the Closing Date, the Partnership is required to prepare and file a registration statement (the “Registration Statement”) to permit the public resale of the Common Units issued or issuable upon conversion of the Preferred Units, including any Common Units issued or issuable upon conversion of any PIK Units (as defined in the Partnership Agreement Amendment (as defined in Item 5.03 hereof)).The Partnership is also required to use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 180 days after the Closing Date.In addition, the Registration Rights Agreement grants the Purchasers demand and piggyback registration rights under certain circumstances.These registration rights are transferable to affiliates of the Purchasers and, in certain circumstances, to third parties.

The description of the Registration Rights Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Credit Agreement Amendment

On January 31, 2018, in connection with the PRB Acquisition and the Private Placement, the Partnership and its lenders entered into Amendment No. 12 to that certain Credit Agreement, dated as of December 20, 2011, among Mid-Con Properties, LLC, as borrower, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto (the “Credit Agreement Amendment”).

Among other changes, the Credit Agreement Amendment increased the borrowing base of the Partnership’s senior secured revolving credit facility to $125 million, and extended the maturity to November 2020.

The description of the Credit Agreement Amendment contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

The information regarding the Credit Agreement Amendment set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

On January 31, 2018, the Partnership completed its Private Placement of 9,803,921 Preferred Units for an aggregate offering price of $15 million. to the Purchase Agreement, the Private Placement was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
Mid-Con Energy Partners, LP Exhibit
EX-3.1 2 mcep-ex31_7.htm EX-3.1 mcep-ex31_7.htm EXHIBIT 3.1 SECOND AMENDMENT TOFIRST AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OFMID-CON ENERGY PARTNERS,…
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About MID-CON ENERGY PARTNERS, LP (NASDAQ:MCEP)

Mid-Con Energy Partners, LP is engaged in the ownership, acquisition, exploitation and development of producing oil and natural gas properties in North America, with a focus on enhanced oil recovery (EOR). The Company’s properties are located in the Mid-Continent and Permian Basin regions of the United States in over five areas: Southern Oklahoma; Northeastern Oklahoma; parts of Oklahoma, Colorado and Texas within the Hugoton; Texas Gulf Coast, and Texas within the Eastern Shelf of the Permian. The Company operates approximately 100% of its properties, as calculated on a barrel of oil equivalent (Boe) basis, through its affiliate, Mid-Con Energy Operating, LLC (Mid-Con Energy Operating). The Company designs and manages the development, recompletion or work-over for all of the wells it operates and supervises operation and maintenance activities. Mid-Con Energy Operating provides the Company with management, administrative and operational services under a services agreement.