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Subsequent Event
3 Months Ended
Mar. 31, 2019
Subsequent Event  
Subsequent Event

16. Subsequent Event

On May 6, 2019, the Company entered into a definitive merger agreement (“Merger Agreement”) pursuant to which Amplify Energy Corp. (“Amplify”) will merge with a subsidiary of the Company in an all-stock merger-of-equals. Under the terms of the Merger Agreement, Amplify stockholders will receive 0.933 shares of newly issued Company common stock for each Amplify share of common stock. The merger is expected to close in the third quarter of 2019, at which time Amplify and the Company’s stockholders will each own 50% of the outstanding shares of the combined entity.

The transaction is subject to the terms and conditions set forth in the Merger Agreement, including holders of a majority of the Company’s stock present at the special meeting having voted in favor of the stock issuance, holders of a majority of Amplify stock having voted in favor of the merger, the waiting period under the U.S. Hart-Scott-Rodino Act having expired or been terminated early, the Company’s stock being issued to Amplify stockholders in connection with the merger being listed on the NYSE and other customary conditions.

The transactions contemplated by the Merger Agreement will be treated as a “change in control” as of the effective date for purposes of all Parent Benefit Plans (as defined in the Merger Agreement), including the Parent Stock Plans (as defined in the Merger Agreement) and all applicable employment agreements in effect prior to the effective date to which any employee of the Company is a party. The Company has agreed to satisfy promptly all applicable severance, retention and change in control payments and benefits owing to its employees, directors and other service providers under the Parent Benefit Plans. Without limiting the foregoing, (i) with respect to any employee of the Company whose employment is terminated without “cause” (as such term is defined in the applicable Parent Benefit Plan, but also including certain employees who are deemed to be terminated without cause pursuant to the Merger Agreement) on or within one year after the closing of the merger, (A) all Parent Stock Options (as defined in the Merger Agreement) held by such employee shall become fully vested, (B) all Parent RSUs (as defined in the Merger Agreement) held by such employee shall become fully vested and shall be settled promptly upon termination, (C) all Parent PSUs (as defined in the Merger Agreement) that are subject to the achievement of the Company’s specific stock price levels shall be deemed earned at the level specified in the applicable award agreement and shall become vested and settled promptly upon termination, (D) all Parent PSUs that are not described in the foregoing clause (C) shall be deemed earned at the target level of such award and shall become vested and settled promptly upon termination, and (E) all cash amounts pursuant to the “Share Buyback Equalization Program” approved by the board of directors of the Company on December 21, 2018 (the “Equalization Program”) that are owing to such employee(s) shall be paid promptly upon termination, (ii) all Parent RSUs held by members of the board of directors shall become fully vested and shall be settled promptly upon the closing of the merger, and (iii) all cash amounts pursuant to the Equalization Program that are owing to non-employee directors of the Company shall be paid promptly upon the closing of the merger.

The Company estimates that between 500,000 and 800,000 unvested stock awards (including stock options) will vest upon closing and between $8.5 million to $11.5 million in severance payments will be made. The number of unvested stock awards and severance payments are estimated and the final amount has not yet been determined.