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MCEP > SEC Filings for MCEP > Form 8-K/A on 4-Apr-2014All Recent SEC Filings

Show all filings for MID-CON ENERGY PARTNERS, LP

Form 8-K/A for MID-CON ENERGY PARTNERS, LP


4-Apr-2014

Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits

On March 5, 2014, Mid-Con Energy Partners, LP (the "Partnership") filed a Current Report on Form 8-K (the "Initial 8-K") and a Form 10-K that disclosed the completion of the Partnership's and Mid-Con Energy Properties, LLC's ("Mid-Con Properties"), its wholly-owned subsidiary, acquisition on February 28, 2014, from Mid-Con Energy III, LLC ("Mid-Con Energy III"), an affiliate of the Partnership, of multiple oil properties located in Cimarron, Love and Texas Counties, Oklahoma and Potter County, Texas (the "Acquired Properties") for an aggregate purchase price of approximately $41.0 million, subject to customary post-closing purchase price adjustments (collectively, the "Acquisition"). The effective date of the Acquisition was January 1, 2014. The Partnership and Mid-Con Properties paid the aggregate purchase price with (i) approximately $7.0 million in cash, financed through borrowings under the Partnership's revolving credit facility, and (ii) the issuance of 1,500,000 limited partner units representing limited partner interests in the Partnership ("Limited Partner Units"), having an approximate value of $34.0 million. The value of the Limited Partner Units issued as partial consideration for the Acquisition was based on a 2.5% discount to the trailing twenty day volume weighted average price of the Limited Partner Units.

This amendment on Form 8-K/A amends and supplements the Initial 8-K to include financial statements and pro forma financial information as described in Items 9.01(a) and 9.01(b). No other amendments are being made to the Initial 8-K.

(a) Financial Statements of the Businesses Acquired.

The audited statement of revenues and direct operating expenses for the Acquired Properties for the year ended 2013, and the related notes thereto, are attached hereto as Exhibit 99.1.

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated balance sheet of the Partnership as of December 31, 2013 and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2013 and the related notes, showing the pro forma effects of the acquisition of the Acquired Properties, are attached hereto as Exhibit 99.2

(d) Exhibits.

Exhibit No.                              Exhibit Description

23.1              Consent of Grant Thornton LLP

99.1              Audited statement of revenues and direct operating expenses for
                  the Acquired Properties for the year ended 2013, and the related
                  notes thereto.

99.2              Unaudited pro forma condensed consolidated balance sheet of the
                  Partnership as of December 31, 2013 and the unaudited pro forma
                  condensed consolidated statement of operations for the year ended
                  December 31, 2013, and the related notes thereto.


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