[Context: On July 20, Amplify Energy, fka Memorial Production Partners LP, filed an S-1 to enable Fir Tree Partners and Brigade Capital to sell their shares.  Selected details are below.]

Amplify Energy Corp.
Robert L. Stillwell, Jr.
Senior Vice President and Chief Financial Officer
Amplify Energy Corp.
500 Dallas Street, Suite 1600
Houston, Texas 77002
(713) 490-8900

Matthew R. Pacey
Kirkland & Ellis LLP
600 Travis Street, Suite 3300
Houston, Texas 77002
(713) 835-3786

Amount to be Registered(1): 11,693,901
Proposed Maximum Offering Price per Share(2): $9.84
Proposed Maximum Aggregate Offering Price(1)(2): $115,091,374

On January 16, 2017, Memorial Production Partners LP (“MEMP”) and certain of its subsidiaries (collectively with MEMP, the “Debtors”) filed voluntary petitions (the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”).

On April 14, 2017, the Court entered an order (the “Confirmation Order”) approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al., dated April 13, 2017 (as amended and supplemented, the “Plan”).

On May 4, 2017 (the “Effective Date”), the Plan became effective and the Debtors emerged from their Chapter 11 Cases. As part of the transactions undertaken pursuant to the Plan, MEMP’s limited partnership units were cancelled and MEMP transferred all of its assets and operations to the Company. As a result, the Company became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

When referring to Amplify Energy Corp. (formerly known as Memorial Production Partners LP) (the “Company,” “Amplify Energy,” “us,” “our,” “we,” or similar expressions), the intent is to refer to Amplify Energy Corp., a newly formed Delaware corporation, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made. Amplify Energy Corp. is the successor issuer of Memorial Production Partners LP pursuant to Rule 15d-5 of the Exchange Act.

Company Overview

We own, acquire, exploit, develop and produce oil and natural gas properties in North America.

Our business activities are conducted through Amplify Energy Operating LLC, our wholly owned subsidiary, and its wholly owned subsidiaries, and we operate in one reportable segment. Our assets consist primarily of producing oil and natural gas properties and are located in Texas, Louisiana, Wyoming and offshore Southern California. Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs with well-known geologic characteristics and long-lived, predictable production profiles and modest capital requirements. As of December 31, 2016:

>> Our total estimated proved reserves were approximately 916.6 Bcfe, of which approximately 43% were oil and 73% were classified as proved developed reserves;

>> We produced from 2,497 gross (1,488 net) producing wells across our properties, with an average working interest of 60%, and the Company is the operator of record of the properties containing 94% of our total estimated proved reserves; and

Our average net production for the three months ended December 31, 2016 was 205.5 MMcfe/d, implying a reserve-to-production ratio of approximately 12 years.

Corporate Information

Our principal executive offices are at 500 Dallas Street, Suite 1600, Houston, Texas 77002 and our telephone number is (713) 490-8900. Our Common Stock is quoted on the OTCQX under the symbol “AMPY.” Information contained on our website, www.amplifyenergy.com, does not constitute a part of this prospectus.