You are here: Agreements > Confidentiality Agreement > EX-99.2

SITE SEARCH
AGREEMENTS / CONTRACTS
(optional)
(optional)
Try our advanced search >>
CLAUSES Search Contract Clauses >>
Browse Contract Clause Library>>

Ex-99.2

Confidentiality Agreement

Legal Documents
You are currently viewing:

 This Confidentiality Agreement involves

MIDSTATES PETROLEUM COMPANY, INC. | Cawley, Gillespie Associates, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
 

Title: EX-99.2
Date: 5/2/2016
Industry: Oil and Gas Operations     Sector: Energy

join now
50 of the Top 250 law firms use our Products every day

Exhibit 99.2

 

MIDSTATES PETROLEUM COMPANY, INC. Management Presentation April 2016 Private and Confidential – Subject to FRE 408

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Forward-Looking Statements Private and Confidential – Subject to FRE 408 These materials are highly confidential and may not be used or relied upon for any purpose other than as specifically contemplated in the Confidentiality Agreement you executed in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. This presentation contains forward-looking statements within the meaning of the federal Securities laws. All statements included in this presentation, other than statements of historical fact, regarding the Company’s strategy, goals, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, the words ‘‘could,’’ ‘‘believe,’’ ‘‘anticipate,’’ ‘‘intend,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘may,’’ ‘‘continue,’’ ‘‘predict,’’ ‘‘potential,’’ ‘‘project,’’ “guidance,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Without limiting the generality of the foregoing, these statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this presentation are reasonable, the Company gives no assurance that actual future results will not differ materially from those forecasted in this presentation. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Each investor must assess and bear the risk of uncertainty inherent in the forward looking statements in this presentation. The Company discloses important factors that could cause its actual results to differ materially from its expectations in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Form 10-K for the year ended December 31, 2015, and Form 10-Q for the quarters ended September 30, 2015, June 30, 2015 and March 31, 2015, each filed with the Securities and Exchange Commission (“SEC”); and its other filings with the SEC. These factors include risks or liabilities assumed as a result of acquisitions, increases in our indebtedness, ability to complete any divestitures or other strategic transactions, ability to meet financial and operating guidance, ability to achieve production targets, successfully manage capital expenditures, and to complete and to test and produce the wells and prospects identified in this presentation; risks related to variations in the market demand for, and prices of, oil and natural gas; uncertainties related to commodity prices, uncertainties about the Company’s estimated quantities of oil and natural gas reserves or potential locations; infrastructure for salt water disposal and electricity and current and future ability to dispose of salt water; the adequacy of the Company’s capital resources; general economic and business conditions; failure to realize expected value creation from property acquisitions; uncertainties about the Company’s ability to replace reserves and economically develop its current reserves; risks related to the concentration of the Company’s operations; drilling results; pending litigation; and potential financial losses or earnings reductions from the Company’s commodity derivative positions. Accordingly, you should not place undue reliance on any of the Company’s forward-looking statements. All forward-looking statements speak only as of the date on which such statements are made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. OTC: MPOY | www.MidstatesPetroleum.com 1

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Reserve and Non-GAAP Information Private and Confidential – Subject to FRE 408 This presentation also includes financial measures that are not in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA and Cash Operating Expense. While management believes such measures are useful for investors because they allow for greater transparency with respect to key financial metrics, they should not be used as a replacement for financial measures that are in accordance with GAAP. The SEC permits oil and gas companies, in their filings with the SEC, to disclose proved reserves, which are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. SEC rules also permit the disclosure of “probable” and “possible” reserves. We disclose proved reserves but do not disclose probable or possible reserves. We may use certain broader terms such as “EUR” (as defined below) and other descriptions of volumes of potentially recoverable hydrocarbon resources throughout this presentation that the SEC does not permit to be included in SEC filings. These broader classifications do not constitute "reserves" as defined by the SEC, and we do not attempt to distinguish these classifications from probable or possible reserves as defined by SEC guidelines. We define EUR as the cumulative oil and gas production expected to be economically recovered from a reservoir or individual well from initial production until the end of its useful life. Our estimates of EURs and resource potential have been prepared internally by our engineers and management without review by independent engineers. These estimates are, by their nature, more speculative than estimates of proved, probable and possible reserves and accordingly are subject to substantially greater risk of being actually realized. We include these estimates to demonstrate what we believe to be the potential for future drilling and production by the Company. Actual locations drilled and quantities that may be ultimately recovered from our properties could differ substantially. In addition, we have made no commitment to drill all of the drilling locations which have been attributed to these quantities. Ultimate recoveries will be dependent upon numerous factors including actual encountered geological conditions, the impact of future oil and gas pricing, exploration and development costs, and future drilling decisions and budgets based upon our future evaluation of risk, returns and the availability of capital and, in many areas, the outcome of negotiation of drilling arrangements with holders of adjacent or fractional interest leases. Estimates of resource potential and other figures may change significantly as development of our properties provides additional data. Our forecast and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells, the undertaking and outcome of future drilling activity and activity that may be affected by significant commodity price declines or drilling cost increases. The Company’s estimates of total proved reserves at December 31, 2015 are based on reports provided by Cawley, Gillespie & Associates, Inc., independent petroleum engineers. OTC: MPOY | www.MidstatesPetroleum.com 2

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Private and Confidential – Subject to FRE 408 OTC: MPOY | www.MidstatesPetroleum.com 3 Business Plan Overview Asset Overview Corporate Overview / Operations Update Executive Summary

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Management Team Private and Confidential – Subject to FRE 408 • • Mr. Brace has been President, Chief Executive Officer and a Director since March of 2015 Mr. Brace is currently Chairman and Chief Executive Officer of Beaucastel LLC and Sangfroid Advisors Ltd. and has over twenty years of experience in business management and board representations Prior to joining Midstates, Mr. Brace worked for Niko Resources, Ltd., an oil and gas company, from August 2013 to December 2014 serving first as Senior Advisor and then as President of the company and from 1988 to 2008, he worked at the UAL Corporation (now United Continental Holdings, Inc.), the parent company of United Airlines, Inc. and Continental Airlines, Inc., where he served as Executive Vice President and Chief Financial Officer of UAL Corporation and United Airlines, Inc. from 2002 to 2008 Mr. Brace is a member of the board of directors of Anixter International and Standard Register and has also served on the board of numerous public and private companies He received his BS in Industrial Engineering from the University of Michigan and his MBA with a specialization in finance from the University of Chicago Graduate School of Business • • • • Mr. Haight has been a Chief Financial Officer since January 2014 after his previous roles of Chief Accounting Officer which he held since August 2013 and as a Vice President and Controller which he held since December 2011 Mr. Haight is a Certified Public Accountant and prior to joining the Company, Mr. Haight was a partner with the audit firms o f GBH CPAs from November 2008 to December 2011 and Malone Bailey, PC from July 2007 to November 2008 Prior to that, Mr. Haight served in a variety of public accounting and finance roles and began his career in 1988 with Arthur Andersen and Co. Mr. Haight holds a bachelor’s degree and a master’s degree in public accounting from the University of Texas at Austin • • • • Mr. Elkins has been Executive Vice President of Operations since 2015 after his previous role of Vice President of Drilling and Completions which he held since January 2012 Prior to joining Midstates, Mr. Elkins worked as the International Drilling Manager for Transatlantic in Istanbul and the Drilling and Completions Manager for Apache in their Australian operations Prior to that Mr. Elkins held a variety of roles for Unocal, Apache and owned a project management company supporting clients such as Apache, Chevron, Perenco, Shell and others in international operations Mr. Elkins has 40 years experience in the industry with 25 years experience internationally Mr. Elkins holds a Bachelor of Science Degree in Control Engineering with a Petroleum Production Base from the University of Texas Permian Basin • • • • • • • Mr. Weatherholt has been Vice President – General Counsel and Corporate Secretary and Vice President – Land since February of 2015 Prior to joining Midstates, Mr. Weatherholt worked as Assistant General Counsel of Samson Resources Company Prior to Samson, Mr. Weatherholt was engaged in the private practice of law in Tulsa, Oklahoma with the Pray Walker law firm, where his practice primarily focused upon energy and royalty owner litigation Mr. Weatherholt is a member of the American Bar Association and Oklahoma Bar Association as well as the Association of Corporate Counsel Mr. Weatherholt graduated from the University of Oklahoma with a B.B.A. in Finance and the University of Oklahoma College of Law where he received his Juris Doctorate degree • • OTC: MPOY | www.MidstatesPetroleum.com 4 Scott Weatherholt Vice President, General Counsel & Corporate Secretary, Land Mitch G. Elkins Executive Vice President, Operations Nelson M. Haight Executive Vice President, Chief Financial Officer Frederic (Jake) F. Brace President, Chief Executive Officer and Director Background Information

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Investment Highlights Private and Confidential – Subject to FRE 408 • Strong team currently in place with a history of delivering best-in-basin results in the Mississippian Lime and a dedication to seeing the Company through its current financial situation Premier position in the Mississippian Lime 2015YE proved reserves of 155 MMBoe(1) (57% liquids) with PV10 of over $615mm at strip pricing(2) 2015 production of 12 MMBoe; YE 2015 reserve life of 13 years(1) Significant portfolio of drilling locations with IRRs ~30% at strip pricing(2) Over 205,000 net acres in the Mid-Continent region with only 10% at risk of expiration in 2016 Well Positioned to Continue Delivering Best in Class Results With Restructured Balance Sheet • • • • • Grew 2015YE proved reserves to 146 MMBoe(1), replacing 163% of 2015 production and an F&D cost of $15.17/Boe Low-cost operator with average 2015 LOE below $6.00/Boe, before gathering and transportation Best in play results with an average peak 30-day rate of 559 Boe/d based on 299 wells Downspacing tests have been encouraging; further downspacing development planned for 2016 Attractive farm in agreements with offset operators provide opportunities to add to acreage at attractive economic terms • • • • • • 3P reserves include high-quality, low-risk horizontal development from the Upper Mississippian Lime with significant upside beyond 3P from a deep inventory of downspacing opportunities and emerging new plays from multi-stacked horizons Over 2,700 potential drilling locations Further upside expected from play extensions as well performance improvements continue Anadarko Basin provides low decline base production with significant optionality in improved commodity price environment • • • • • • • Reduced Miss Lime well cost from $4.0mm in 2014 to $2.6mm today Cash operating expenses reduced 34% from Q1’14 to $10.31/Boe in Q4’15 Budgeted 2016 cash G&A (before restructuring fees) reduced by 38% from 2015 Actuals Aggressive cost management and continuous improvement philosophy, provides sustainability to CAPEX, LOE and G&A cost reductions, with potential for additional savings (1) Technical proved reserves (2) Under strip pricing as of April 1, 2016 OTC: MPOY | www.MidstatesPetroleum.com 5 Low Cost Growth Platform to Drive Future Returns Existing Portfolio Provides Significant, Economic Growth Potential Top Tier Position in Mississippian Lime

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Private and Confidential – Subject to FRE 408 OTC: MPOY | www.MidstatesPetroleum.com 6 Business Plan Overview Asset Overview Corporate Overview / Operations Update Executive Summary

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Organizational Chart Private and Confidential – Subject to FRE 408 • • • • • • • Accounting Treasury Planning Investor Relations IT Supply Chain Human Resources Recruiting Office Facilities Asset Teams Midstream & Facilities Reserves • • • • • • • Land Legal Business Development EHSR Drilling Completions Production • • • • • OTC: MPOY | www.MidstatesPetroleum.com 7 Jake Brace Interim President & CEO Scott Weatherholt VP - GC & CS, Land Ky Nichols VP - EHSR Nelson Haight EVP - CFO Mitch Elkins EVP - Operations Kim Harding VP - HR Functional Teams

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx Midstates Private and Confidential – Subject to FRE 408 CONFIDENTIAL Overview Petroleum • Completed transition to a Mid-Continent focused organization from an onshore Louisiana concentrated start-up • Premier position in the Mississippian Lime and a substantial, multi-zone inventory of horizontal well locations in the Anadarko Basin • Over 205,000 net acres in the Mid-Continent region • Over 2,700 total drilling locations in inventory • Top tier cash operating expense performance (1) Includes Hunton play in Lincoln County, OK (2) Q4 2015 average production (3) As of 2/18/2016 (4) YE 2015 technical reserves at 4/1/2016 strip pricing OTC: MPOY | www.MidstatesPetroleum.com 8 Midstates has a robust, strategically-located portfolio offering significant growth potential Mississippian Lime(1) • Premier position in high-return core • 25,222 Boed net production(2) • 94,500 net acres(3) • 146 MMBoe proved reserves (56% liquids)(4) • ~1,600 potential locations Anadarko Basin • Multi-zone inventory yielding strong Hz results • 5,668 Boed net production(2) • 111,200 net acres(3) • 9 MMBoe proved reserves (64% liquids)(4) • ~1,100 potential locations Fleetwood • Future value from exploration prospects to be initially funded by JV partner

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Performance Demonstrated Private and Confidential – Subject to FRE 408 35,000 500 30,000 400 25,000 300 20,000 15,000 200 10,000 100 5,000 0 - 2012 2013 2014 2015 2012 2013 2014 2015 • Organically grown the Miss Lime $160 $140 $120 $100 $80 $60 $40 $20 $-production into a solid base to stimulate future growth $120 $101 $132 • Sustainable capital efficiency realizations will drive future returns Adjusted EBITDA OP CAPEX Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 (1) (2) See reconciliation in appendix Operating Capex excludes capitalized interest and G&A, asset retirement obligations, major construction, office and other expenditures OTC: MPOY | www.MidstatesPetroleum.com 9 BOE/D $MM $135$141$136 $123$99 $112$112$80 $72 $94 $69 $55$49 Balancing Operating Capex(2) with Adjusted EBITDA 478 343 352 160 32,13732,880 Gulf Coast Anadarko 23,927Anadarko Gulf Coast Anadarko 9,999Miss Miss Gulf CoastMiss Miss Net Production Adjusted EBITDA(1)

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Expenses(1) Cash Operating Private and Confidential – Subject to FRE 408 Operating Expenses(2) Production Taxes Cash G&A $20.00 $15.00 $2.93 $12.82 $12.48 $1.16 $1.68 $10.32 $10.31 $0.81 $10.00 $2.93 $1.82 $2.63 $5.00 $6.70 $0.00 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 • • Cash operating costs per unit of production continue to trend Aggressive operating cost management helps mitigate impact changes down over time of macro price (1) (2) (3) See reconciliation in appendix Includes gathering and transportation costs Q4’15 had an accrual adjustment which resulted in no Production Taxes in the quarter OTC: MPOY | www.MidstatesPetroleum.com 10 Through discipline and cost cutting, MPO has become a low-cost operator in the Mississippian Lime $15.62 $13.63 $1.94$11.19$11.75(3) $3.89 $3.90$1.86$1.94$2.98$2.69$0.89 $8.80$7.79$8.86$8.68$8.25$7.61$7.38 Cash Operating Expenses Improving Over Time ($/Boe)

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Reconciliation YE 2015 Reserves Private and Confidential – Subject to FRE 408 (1) (2) (3) YE 2015 technical reserves at 4/1/2016 strip pricing Anadarko Reserve value ~$56mm; ~85% of which is PDP Value Includes pricing revisions and removal of YE 2014 Anadarko PUDs (22MMboe) OTC: MPOY | www.MidstatesPetroleum.com 11 PV-10 Oil Gas NGL Total Strip Pricing Reserve Category MMBbl Bcf MMBbl MMBoe ($MM) PDP 22 176 15 66 408 PDNP 2 22 2 7 30 PUD 32 206 16 82 177 Total Proved 56 403 32 155 615 PROB 11 146 12 48 17 POSS 28 263 23 95 82 Total 3P Reserves 95 812 68 299 714 YE 2015 Technical Reserves(1)(2)

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Private and Confidential – Subject to FRE 408 OTC: MPOY | www.MidstatesPetroleum.com 12 Business Plan Overview Asset Overview Corporate Overview / Operations Update Executive Summary

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Private and Confidential – Subject to FRE 408 Mississippian Lime Operations Update OTC: MPOY | www.MidstatesPetroleum.com

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx Mississippian Private and Confidential – Subject to FRE 408 CONFIDENTIAL Lime - Premier Position 30,000 8 7 25,000 6 20,000 5 15,000 4 3 10,000 2 5,000 1 - 0 Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Oil NGL Gas Rig Count • Significant future production growth potential due to more stable base production 160 140 120 100 80 • Replaced 163% of 2015 production with reserve adds and revisions of 15.6 MMBoe 60 40 20 0 YE2012 YE2013 YE2014 YE2015 OTC: MPOY | www.MidstatesPetroleum.com 14 (1) Includes Hunton play in Lincoln County, OK (2) Technical reserves at 4/1/2016 strip pricing 146 139 68 39 YE Proved Technical Reserves (MMBoe)(1)(2) 26,53127,02926,358 27,02926,35825,222 20,697 17,57916,381 14,364 9,46810,426 Net Production (Boe/d)(1)

 


DASHED2014\A&D\Management Presentation\GS Drafts\Management Presentation\Bravo Data Room Presentation_vVDRf.pptx CONFIDENTIAL Mississippian Lime - Differentiated Performance Private and Confidential – Subject to FRE 408 • • • Continuing Top Tier overall well performance in the Mississippian Lime 299 wells on production > 30 days: Average peak 30-day rate of 559 Boe/d(1) Consistent results being driven b


continue to document