Subsequent Events	12 Months Ended
Dec. 31, 2024
Subsequent Events
Subsequent Events	Note 21. Subsequent Events Merger with Juniper Capital On January 14, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify (“Second Merger Sub,” and together with First Merger Sub, the “Merger Subs”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG” and, together with NPOG, each, an “Acquired Company” and, collectively, the “Acquired Companies”), and, solely for the limited purposes set forth in the Merger Agreement (as defined below), Juniper and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the effective time of the Mergers (as defined below) (the “Effective Time”), (a) NPOG will merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (b) COG will merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company, in each case, subject to the terms and conditions of the Merger Agreement (clauses (a) and (b), together, the “Mergers”). Subject to the terms and conditions of the Merger Agreement, at the Effective Time, all of the issued and outstanding limited liability company interests of each of the Acquired Companies will automatically be converted into the right to receive, in the aggregate, 26,729,315 validly issued, fully paid and nonassessable shares (the “Aggregate Merger Consideration”) of Amplify’s Common Stock. Following the Effective Time, the Company's existing stockholders and the Acquired Companies' existing equityholders are expected to own approximately 61% and 39%, respectively, of the combined company's outstanding equity. Mr. Christopher W. Hamm will serve as Chairman of our Board, and Mr. Martyn Willsher will continue to serve as the Chief Executive Officer of the Company after the Effective Time. The Merger Agreement provides that the Board will consist of the following seven members: Martyn Willsher, Christopher W. Hamm, Deborah G. Adams, James E. Craddock, Vidisha Prasad, Edward Geiser and Josh Schmidt. Further, Josh Schmidt will be appointed as Chairman of the compensation committee of the Board, and Edward Geiser will be appointed as a member of the nominating and governance committee of the Board. The Merger Agreement contains customary representations, warranties and covenants of the Company and the Acquired Companies, including covenants relating to the conduct of the business of both the Company and the Acquired Companies from the date of signing the Merger Agreement through closing of the Mergers (the “Closing”), obtaining the requisite approval of the stockholders of the Company and maintaining the listing of the Common Stock on the NYSE. Under the terms of the Merger Agreement, the Company has also agreed not to solicit from any person an acquisition proposal for the Company. In connection with the Mergers, the Company will seek the approval of the Company’s stockholders with respect to the issuance of the Aggregate Merger Consideration in connection with the Closing (the “Stock Issuance Proposal”). The Board has agreed to recommend the approval of the Stock Issuance Proposal to our stockholders and to solicit proxies in support of the approval of the Stock Issuance Proposal at a meeting of the stockholders (the “Stockholders Meeting”) to be held for that purpose. The Closing is subject to various customary closing conditions, including, among other things, (a) the receipt of approval of the Stock Issuance Proposal by the affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Stockholders Meeting by the holders of Common Stock entitled to vote thereon (the “Amplify Stockholder Approval”), (b) the receipt of certain specified consents, and (c) the approval for listing by the NYSE for the shares of Common Stock to be issued in connection with the Mergers. The Merger Agreement also provides each of the Company and the Acquired Companies with certain termination rights including, among other things, termination: (a) by the Acquired Companies or Amplify Energy if Amplify Energy fails to obtain the Amplify Stockholder Approval; (b) by Amplify Energy or the Acquired Companies, if Amplify Energy or either of the Acquired Companies breaches or fails to perform any of its or their respective representations, warranties or covenants in the Merger Agreement and such breach cannot be or is not timely cured in accordance with the terms of the Merger Agreement and such breach or failure to perform would cause the applicable closing condition not to be satisfied; (c) by the Acquired Companies, in the event the Board effects a Parent Change in Recommendation (as defined in the Merger Agreement) prior to the Amplify Stockholder Approval being obtained or if Amplify Energy is in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect; or (d) by Amplify Energy, if the Acquired Companies are in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect. In the event that a Parent Alternative Proposal (as defined in the Merger Agreement) is publicly submitted or proposed to the Board prior to, and not withdrawn at the time of the Stockholders Meeting, the Merger Agreement is terminated by the Acquired Companies in accordance with clause (b) above or by either Amplify Energy or the Acquired Companies in accordance with clause (a) above or as a result of the failure to close the Mergers on or before July 14, 2025 (the “Outside Date”), and Amplify Energy enters into a definitive agreement with respect to, or consummates, a Parent Alternative Proposal within 12 months following termination of the Merger Agreement, Amplify Energy will be required to pay the Acquired Companies a termination fee of $8,500,000 (the “Amplify Termination Fee”). Amplify Energy will also be required to pay the Acquired Companies the Amplify Termination Fee in the event the Merger Agreement is terminated by the Acquired Companies in accordance with clause (c) above. In the event that Amplify Energy terminates the Merger Agreement in accordance with clause (d) above, the Acquired Companies will be required to (or will cause the Specified Company Entities to) pay Amplify Energy a termination fee of $5,500,000 (the “Acquired Companies’ Termination Fee”). If the Merger Agreement is terminated by any party in accordance with clause (a) or by the Acquired Companies in accordance with clause (b) above and the Amplify Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then Amplify Energy will be required to reimburse the Acquired Companies’ incurred expenses, up to a maximum aggregate amount of $800,000. If the Merger Agreement is terminated by Amplify Energy in accordance with clause (b) above and the Acquired Companies’ Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then the Acquired Companies will be required to (or will cause the Specified Company Entities to) reimburse Amplify Energy’s incurred expenses, up to a maximum aggregate amount of $1,250,000. In addition to the foregoing termination rights, the Merger Agreement may be terminated by either Amplify Energy or the Acquired Companies if the Mergers have not been consummated on or prior to the Outside Date or if a governmental entity issues a final, non-appealable order or decree permanently restraining, enjoining or prohibiting the Mergers. The parties may also mutually agree to terminate the Merger Agreement. If the Board effects a Parent Change in Recommendation prior to the Stockholders Meeting, Amplify Energy will, unless the Acquired Companies terminate the Merger Agreement, be required to submit the approval of the Amplify Stock Issuance to a vote of Amplify Energy’s stockholders at the Stockholders Meeting notwithstanding the Parent Change in Recommendation. Neither Amplify Energy nor the Acquired Companies are able to terminate the Merger Agreement in order to accept an alternative business combination proposal. The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Amplify Energy and the Acquired Companies will be subject to certain restrictions on their ability to solicit or respond to alternative business combination proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative business combination proposals, subject to customary exceptions. The Merger Agreement contains customary representations, warranties and covenants for a transaction of this nature. The Merger Agreement also contains customary pre-closing covenants, including the obligations of Amplify Energy and the Acquired Companies to conduct their respective businesses in the ordinary course, consistent with past practice, and to refrain from taking certain specified actions without the consent of the other party.

Subsequent Events

12 Months Ended

Dec. 31, 2024

Note 21. Subsequent Events

Merger with Juniper Capital

On January 14, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify (“Second Merger Sub,” and together with First Merger Sub, the “Merger Subs”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG” and, together with NPOG, each, an “Acquired Company” and, collectively, the “Acquired Companies”), and, solely for the limited purposes set forth in the Merger Agreement (as defined below), Juniper and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the effective time of the Mergers (as defined below) (the “Effective Time”), (a) NPOG will merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (b) COG will merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company, in each case, subject to the terms and conditions of the Merger Agreement (clauses (a) and (b), together, the “Mergers”).

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, all of the issued and outstanding limited liability company interests of each of the Acquired Companies will automatically be converted into the right to receive, in the aggregate, 26,729,315 validly issued, fully paid and nonassessable shares (the “Aggregate Merger Consideration”) of Amplify’s Common Stock. Following the Effective Time, the Company's existing stockholders and the Acquired Companies' existing equityholders are expected to own approximately 61% and 39%, respectively, of the combined company's outstanding equity.

Mr. Christopher W. Hamm will serve as Chairman of our Board, and Mr. Martyn Willsher will continue to serve as the Chief Executive Officer of the Company after the Effective Time. The Merger Agreement provides that the Board will consist of the following seven members: Martyn Willsher, Christopher W. Hamm, Deborah G. Adams, James E. Craddock, Vidisha Prasad, Edward Geiser and Josh Schmidt. Further, Josh Schmidt will be appointed as Chairman of the compensation committee of the Board, and Edward Geiser will be appointed as a member of the nominating and governance committee of the Board.

The Merger Agreement contains customary representations, warranties and covenants of the Company and the Acquired Companies, including covenants relating to the conduct of the business of both the Company and the Acquired Companies from the date of signing the Merger Agreement through closing of the Mergers (the “Closing”), obtaining the requisite approval of the stockholders of the Company and maintaining the listing of the Common Stock on the NYSE. Under the terms of the Merger Agreement, the Company has also agreed not to solicit from any person an acquisition proposal for the Company.

In connection with the Mergers, the Company will seek the approval of the Company’s stockholders with respect to the issuance of the Aggregate Merger Consideration in connection with the Closing (the “Stock Issuance Proposal”). The Board has agreed to recommend the approval of the Stock Issuance Proposal to our stockholders and to solicit proxies in support of the approval of the Stock Issuance Proposal at a meeting of the stockholders (the “Stockholders Meeting”) to be held for that purpose.

The Closing is subject to various customary closing conditions, including, among other things, (a) the receipt of approval of the Stock Issuance Proposal by the affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Stockholders Meeting by the holders of Common Stock entitled to vote thereon (the “Amplify Stockholder Approval”), (b) the receipt of certain specified consents, and (c) the approval for listing by the NYSE for the shares of Common Stock to be issued in connection with the Mergers.

The Merger Agreement also provides each of the Company and the Acquired Companies with certain termination rights including, among other things, termination: (a) by the Acquired Companies or Amplify Energy if Amplify Energy fails to obtain the Amplify Stockholder Approval; (b) by Amplify Energy or the Acquired Companies, if Amplify Energy or either of the Acquired Companies breaches or fails to perform any of its or their respective representations, warranties or covenants in the Merger Agreement and such breach cannot be or is not timely cured in accordance with the terms of the Merger Agreement and such breach or failure to perform would cause the applicable closing condition not to be satisfied; (c) by the Acquired Companies, in the event the Board effects a Parent Change in Recommendation (as defined in the Merger Agreement) prior to the Amplify Stockholder Approval being obtained or if Amplify Energy is in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect; or (d) by Amplify Energy, if the Acquired Companies are in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect.

In the event that a Parent Alternative Proposal (as defined in the Merger Agreement) is publicly submitted or proposed to the Board prior to, and not withdrawn at the time of the Stockholders Meeting, the Merger Agreement is terminated by the Acquired Companies in accordance with clause (b) above or by either Amplify Energy or the Acquired Companies in accordance with clause (a) above or as a result of the failure to close the Mergers on or before July 14, 2025 (the “Outside Date”), and Amplify Energy enters into a definitive agreement with respect to, or consummates, a Parent Alternative Proposal within 12 months following termination of the Merger Agreement, Amplify Energy will be required to pay the Acquired Companies a termination fee of $8,500,000 (the “Amplify Termination Fee”). Amplify Energy will also be required to pay the Acquired Companies the Amplify Termination Fee in the event the Merger Agreement is terminated by the Acquired Companies in accordance with clause (c) above. In the event that Amplify Energy terminates the Merger Agreement in accordance with clause (d) above, the Acquired Companies will be required to (or will cause the Specified Company Entities to) pay Amplify Energy a termination fee of $5,500,000 (the “Acquired Companies’ Termination Fee”). If the Merger Agreement is terminated by any party in accordance with clause (a) or by the Acquired Companies in accordance with clause (b) above and the Amplify Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then Amplify Energy will be required to reimburse the Acquired Companies’ incurred expenses, up to a maximum aggregate amount of $800,000. If the Merger Agreement is terminated by Amplify Energy in accordance with clause (b) above and the Acquired Companies’ Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then the Acquired Companies will be required to (or will cause the Specified Company Entities to) reimburse Amplify Energy’s incurred expenses, up to a maximum aggregate amount of $1,250,000. In addition to the foregoing termination rights, the Merger Agreement may be terminated by either Amplify Energy or the Acquired Companies if the Mergers have not been consummated on or prior to the Outside Date or if a governmental entity issues a final, non-appealable order or decree permanently restraining, enjoining or prohibiting the Mergers. The parties may also mutually agree to terminate the Merger Agreement.

If the Board effects a Parent Change in Recommendation prior to the Stockholders Meeting, Amplify Energy will, unless the Acquired Companies terminate the Merger Agreement, be required to submit the approval of the Amplify Stock Issuance to a vote of Amplify Energy’s stockholders at the Stockholders Meeting notwithstanding the Parent Change in Recommendation. Neither Amplify Energy nor the Acquired Companies are able to terminate the Merger Agreement in order to accept an alternative business combination proposal.

The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Amplify Energy and the Acquired Companies will be subject to certain restrictions on their ability to solicit or respond to alternative business combination proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative business combination proposals, subject to customary exceptions.

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this nature. The Merger Agreement also contains customary pre-closing covenants, including the obligations of Amplify Energy and the Acquired Companies to conduct their respective businesses in the ordinary course, consistent with past practice, and to refrain from taking certain specified actions without the consent of the other party.