MID-CON ENERGY PARTNERS, LP (NASDAQ:MCEP) Files An 8-K Entry into a Material Definitive Agreement

MID-CON ENERGY PARTNERS, LP (NASDAQ:MCEP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement

Divestiture of Certain Oil and Gas Properties

As previously disclosed, Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), through a wholly owned subsidiary, entered into a Purchase and Sale Agreement, dated November 8, 2017 (the “Purchase Agreement”), for the sale of certain oil and gas properties located in Carter and Love Counties, Oklahoma to Exponent Energy III LLC (“Exponent”) (the “Divestiture”).On December 22, 2017, the Partnership and Exponent entered into an amendment to the Purchase Agreement (the “Amendment”) that provided for an adjusted purchase price of approximately $22 million and amended the effective date from October 1, 2017, to December 22, 2017. to the Amendment, the closing of the Divestiture occurred on December 22, 2017.

The description of the Amendment set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Amendment itself, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Credit Agreement Amendment

On December 22, 2017, in connection with the Divestiture, the Partnership and its lenders entered into Amendment No. 11 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 decreased the conforming borrowing base of the Partnership’s senior secured revolving credit facility to $115 million and provided a waiver of the Partnership’s previously disclosed noncompliance with the leverage ratio calculation under the Credit Agreement Amendment through January 31, 2018.

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 10.2 hereto and incorporated by reference herein.

Item 2.01Completion of Acquisition or Disposition of Assets

The information regarding the Divestiture set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.01.

Item 7.01Regulation FD Disclosure

On December 28, 2017, the Partnership issued a press release. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

The information disclosed in this Item 7.01, including Exhibit 99.2 hereto, 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 it 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 9.01Financial Statements and Exhibits

Unaudited pro forma condensed consolidated financial statements for the nine months ended September 30, 2017 and the year ended December 31, 2016 reflecting the Divestiture are attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Mid-Con Energy Partners, LP ExhibitEX-10.1 2 mcep-ex101_20.htm EX-10.1 mcep-ex101_20.htm Exhibit 10.1 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into to be effective as of December 22,…To view the full exhibit click here
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.