2. Emergence from Voluntary Reorganization under Chapter 11 Proceedings

On April 30, 2016 (the "Petition Date"), the Company filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Company's Chapter 11 cases (the "Chapter 11 Cases") were jointly administered under the case styled In re Midstates Petroleum Company, Inc., et al., Case No. 16-32237. On September 28, 2016, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Debtors' First Amended Joint Chapter 11 Plan of Reorganization of Midstates Petroleum Company, Inc. and its Debtor Affiliate (the "Confirmation Order"), which approved and confirmed the First Amended Joint Chapter 11 Plan of Reorganization of Midstates Petroleum Company, Inc. and its Debtor Affiliate as filed on the same date (the "Plan"). On October 21, 2016 (the "Effective Date"), the Company satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, and, as a result, the Plan became effective in accordance with its terms and the Company emerged from the Chapter 11 Cases.

Plan of Reorganization

Pursuant to the confirmed Plan, the significant transactions that occurred upon the Effective Date were as follows:


	•	Substantial Deleveraging of the Balance Sheet: (i) The permanent pay-down of $81.3 million of the Company's revolving credit facility ("RBL"), with a $170.0 million exit facility (the "Exit Facility") established upon the Effective Date, (ii) the pay-down of $60.0 million of the Company's Second Lien Notes in cash and (iii) the conversion into equity of all of the Company's remaining debt junior to the RBL;
	•	Credit Facility Claims: Holders of allowed claims arising under the RBL (the "Credit Facility Claims") received their pro rata share of approximately $81.3 million in cash and the RBL was superseded, pursuant to the Plan, by the Exit Facility, as further described below;
	•	Second Lien Notes Claims: Holders of allowed claims arising under the Second Lien Notes (the "Second Lien Notes Claims") received their pro rata share of (i) 96.25% of the reorganized equity in the form of common stock and (ii) a cash payment of $60.0 million;
	•	Third Lien Notes Claims: Holders of allowed claims arising under the Third Lien Notes (the "Third Lien Notes Claims"), pursuant to a settlement with holders of Second Lien Notes Claims on terms more fully set forth in the Plan (the "Second/Third Lien Plan Settlement"), received their pro rata share of 2.5% of the reorganized equity in the form of common stock and warrants to acquire 4,411,765 shares of common stock at a strike price of $24.00 per common share with an expiration date 42 months after the Effective Date;
	•	Unsecured Claims: Holders (the "Unsecured Noteholders") of allowed claims arising under the Debtors' 10.75% Senior Unsecured Notes due 2020 (the "2020 Notes Claims"), the holders of allowed claims arising under the 9.25% Senior Unsecured Notes due 2021 (the "2021 Notes Claims" and together with the 2020 Notes Claims, the "Unsecured Notes Claims"), and the Holders of other general unsecured claims received their pro rata share of 1.25% of reorganized equity in the form of common stock and warrants to acquire 2,213,789 shares of common stock (the "Unencumbered Assets Equity Distribution") at a strike price of $46.00 per common share with an expiration date 42 months after the Effective Date;
	•	Existing Equity: All existing equity interests were extinguished and existing equity holders did not receive any consideration in respect of their equity interests;
	•	New Equity: On the Effective Date, the Company issued 24,687,500 shares of common stock of the reorganized Company. On November 9, 2016, the Company issued an additional 294,967 shares of common stock of the reorganized Company pursuant to the Plan. The Company will issue 17,533 additional common shares, with respect to general unsecured claims, pursuant to the Plan in a future distribution. The total authorized reorganized capital stock consists of 250,000,000 shares of common stock and 50,000,000 shares of preferred stock;
	•	Exit Facility: The Company's RBL, which was redetermined with a borrowing base of $170.0 million in April 2016, was superseded, pursuant to the Plan, by the Exit Facility. The Exit Facility has an initial borrowing base of $170.0 million with no borrowing base redeterminations to occur until April 2018 (provided certain conditions are met) and semiannual borrowing base redeterminations each year on April 1 and October 1 thereafter. Until April 2018, unless the borrowing base is redetermined earlier, the amount available to be drawn under the Exit Facility is reduced by $40.0 million, and thereafter, the Company must maintain liquidity (as defined therein) equal to at least 20.0% of the effective borrowing base. In connection therewith, on the Effective Date, the Company made an additional payment of $40.0 million to lenders under its Exit Facility. See "—Note 10. Debt" for further information regarding the Exit Facility; and
	•	Long-Term Incentive Plan: A management equity incentive plan (the "2016 LTIP") was established under which 10.0% of the reorganized equity (on a fully-diluted/fully-distributed basis) was reserved for grants to be made from time to time to the directors, officers, and other members of management.