Good morning. My name is Brandi and I will be your conference operator today. At this time, I would like to welcome everyone to the Midstates Petroleum Third Quarter 2014 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. (Operator Instructions). Thank you. Mr. Al Petrie, Investor Relations Coordinator, sir, you may begin your conference.

Thank you, Brandi. Good morning, everyone, and welcome to Midstates Petroleum third quarter 2014 earnings conference call. Joining me today as speakers on our call are Peter Hill, Interim President and CEO; and Nelson Haight, our Senior Vice President and CFO. Peter will begin today's call with an overview of the quarter and operational highlights. Nelson will follow with additional financial details and provide guidance of the fourth quarter. Peter will then wrap up with some closing comments. Because of our analyst meetings next Monday and Tuesday, which will be webcast, we’re keeping our prepared remarks today fairly brief and we’ll go into more detail at that time about operations and our look ahead for 2015. Before we begin, let’s get the administrative details out of the way with our Safe Harbor statement. This conference call may contain forward-looking information and statements regarding Midstates. Any statements included in this conference call or in our press release that address activities, events or developments that Midstates expects, believes, plans, project, estimates or anticipates will or may occur in the future are forward-looking statements. These include statements regarding reserve and production estimates, oil and natural gas prices, the impact of derivative positions, production expense estimates, cash flow estimates, future financial performance, planned capital expenditures, future potential drilling locations, resource potential and other matters that are discussed in Midstates' filings with the SEC. These statements are based on current expectations and projections about future events involve known and unknown risk, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to Midstates' filings with the SEC and the third quarter Form 10-Q that will be filed shortly for a discussion of those risks. Also, please note that any non-GAAP financial measures discussed in this call are defined and reconciled to most directly comparable GAAP measure in the tables in yesterday's earnings release. I will now turn the call over to Peter for his comments.

Thank you. Good morning everyone and thank you for joining us today, November the 5th, in my old country that's a Guy Fawkes Day which is a day where we burn person to the stake and we will have fireworks. Hopefully neither will happen today. This was another very solid clean quarter overall. We are continuing to execute on the strategy we laid out earlier this year which was to deliver financial stability, exercise ruthless capital discipline and review all strategic alternatives. Through operational performance, we are positioning ourselves for improved liquidity and value growth despite the difficult commodity environment. In the third quarter of 2014, we broke three records with adjusted EBITDA of $132 million, production averaging 34,000 barrels of oil equivalent a day and adjusted net income of 19.3 million. The increase in production coupled with lower cash costs and strong margins led to this record EBITDA. Our operating costs were well below our guidance of $5.46 a BOE and this was driven primarily by the improving efficiencies in the Miss Lime where we saw absolute costs decreased by 13% and production increased by 15% quarter over quarter leading to operating costs of $3.36 a BOE. The production increase in the Miss Lime can be attributed to the continuing strong performance from new wells and by example, we added four wells this quarter with 30 day peak rates greater than 1000 barrels of equivalent a day. We believe that these differentiating results further demonstrate the value of our premier Miss Lime position and we’re very excited and pleased with it. We continue to make meaningful progress improving of that metrics and creating liquidity with the announcement of the Dequincy sale for a total consideration of $90 million and the recent expansion of our borrowing base from $475 million…

Thanks, Peter. Our financial results for the third quarter were clearly very attractive and reflect the success we've had in managing both our operating costs and our overhead while continuing to grow production. Our record high adjusted EBITDA of $131.7 million before 1.3 million of transaction costs was above expectations and was up 29% from 102 million in the third quarter of 2013 and up 7% from roughly 123 million in the second quarter of 2014. Our results benefited from growth in production volumes which were up 19% from the third quarter of 2013 and up 6% from the second quarter of this year. For the third quarter in a row, significantly lower cash operating costs and in particular lower LOE and G&A contributed to the growth in adjusted EBITDA. Our operational capital spending the third quarter was within our guidance and totaled 134.5 million with about 98 million in our Miss Lime properties and 37 million expended in our Anadarko basin properties. For the fourth quarter we expect our operational CapEx to be approximately 110 million to 120 million with 108 million in the Miss Lime and the balance of 10 million to 12 million in the Anadarko basin. These estimates reflect the plan that Peter described with six rigs operating in the Miss Lime and one rig in the Anadarko basin during the fourth quarter. Using the midpoints of the production range and expense guidance I will provide shortly and taking into account our existing hedges for the fourth quarter, and current strip pricing, we expect our adjusted EBITDA to equal or exceed our operational capital in the fourth quarter which would be a significant milestone for the company. This will bring our full-year 2014 operational capital investments to 520 million to 530 million well within our full-year…

Hey good job, Nelson. In closing this off, I think it’s appropriate that we discuss the results to date our strategic options review and set the stage for the analyst meetings next week. And as you’ve now seen from these quarterly results we’re sustaining positive momentum with excellent growth in production and value in the Miss Lime, maintaining the focus on capital investment discipline in both the Miss Lime and the Anadarko as well as carefully managing our liquidity and controlling our operating costs. We will have monetized all our legacy Louisiana producing properties by year-end, expanded the borrowing base and entered an attractive exploration agreement over our fleet with acreage that can provide organic growth at no cost to the company. Just as importantly the strategic options process has uncovered considerable upside value that we’ve shared with you throughout the last six months. We've identified a large 650 million barrel of equivalent contingent resource base across our entire acre position with over 3000 gross well locations in both the Miss and the Anadarko. We’re currently moving forward on ways to extract maximum value from and potentially monetize our salt water disposal infrastructure in the Miss. We’re still in discussions with third parties to maximize the value across the portfolio similar to our fleet with exploration agreement and the sales of Pine Prairie and Dequincy. And while we’ve had in-depth discussion with a variety of very interested third parties, a portion of our asset base, that process has resulted in our belief the highest current value proposition to our stakeholders is to continue as a standalone company. We will look at alternatives and have the time and ability to be both thoughtful and considerate on how we best proceed. So let me make it clear – we’re keenly focused on…

Thank you, Peter. As a reminder, Please limit your questions to one and a follow-up. And also I want to make sure that if anyone has not received an invitation to our analyst meeting next week, please let Chris or I know, and we will be happy to send that to you. Brandi, we are now ready to take questions.

(Operator Instructions) Your first question is from Neal Dingmann with SunTrust.

Kind of just your thoughts, and I know a lot of this obviously will be hit next week on the analyst day, but just your thoughts, first of all, I know you haven’t broken out 2015 yet. But just generally thinking your thoughts on sort of spending, I guess, is it fair to say you still want to stay at least within that cash flow level and given the efficiencies and lower costs you are seeing, could you potentially see – I am just wondering – on the magnitude of how much more activity you could see even with the same potential spending?

Let me start by saying – let’s just touch on a couple things. You recall what we've been saying all this year that what we’re looking to do is to become cash flow neutral by the end of 2015, going into 2016 where we would hope to have been free cash flow positive. That of course has changed now given the circumstances of the past few months but we have been saying that for some time. And I think it's very solitary that this quarter we’re within $2 million as Nelson pointed out between our EBITDA and our capital spend, 134, played to 132. So we were certainly making real progress to get to that point. We always said that we will be spending less in 2015 than we would spend in 2014. We’d indicated numbers something around 450 plus a little bit perhaps and I see no reason to change that. We will give you a lot more detail as we go into next week and I don't want to go into any breakout into any of that detail right now. The one thing I would say is that we’re well hedged, we’ve got a low-cost environment. We ourselves have worked very hard at getting to low-cost across our board and I think we've shown that this quarter and that gives us flexibility to and time to be very thoughtful about how we would go about that program in 2015. So it's nice to have a few options and we’re thinking about it constantly and we will be there ready to talk about it, come next week when we talk about the program and strategic content.

And I love the optionality there and then just secondly, just looking at obviously the number of locations in the Miss, you’ve had obvious a lot of success there recently with the open hole completions. Just I guess your thoughts and I know you’ll break much more into this I am sure next week. But the thoughts on using that more of the open hole on a go forward basis do you see that continue to be more prevalent and is that just on the existing type locations or would that work on the potential developers as well?

We’ll keep all of those in quiver as we go forward. We've done a lot of open hole, we’ve learned a lot of lessons. We’ve done one or two other things. We’ve got other completion techniques that we’ve been applying and using. We’ve running with this thing called divert and search and we’re looking at the results of that, but as well we will go back over our ground of plug and perf and port it just sliding sledge and look at all of those and that the underlying premise here is that we’re going to use the lowest possible cost to give us the highest possible unit returns. And what will prevail will be those techniques and completions that work to that satisfaction. We’re not going to go heavy into experimentation, we’re in this now particularly this environment to make as much money as we can on a unit of production, and whatever the completion techniques or drilling technique that gives us those results will be the ones we’re going to use and apply.

Your next question is from John Herrlin with Societe Generale.

Following on that question, you’re basically saying with the Miss Lime wells that you haven't changed your completions at all this last quarter versus prior ones?

Well, we have – we’ve done a fair amount of trial, we’ve done a fair amount of vary in our techniques. We’ve done open hole, we’ve done divert and search. We’ve done plug and perf and we’ve done some sliding sledge and we just go back to a very active program and looking at all of those results. Drilling our wells as best we can, I mean the key to this, John, is to drill horizontals that give you access to as much stock storage as possible which means we’re going to apply everything, whether it be 3D to give us the identification where these intervals are, staying in that section and in completing our wells in the most optimal way to access to that rock storage and gives us direct access into the well bore in a sustainable way. It’s an ongoing process, we’ve got a number of tools that we apply in a dynamic and very real time way and we’re tweaking, tuning it as we go along but the underlying thing particularly now I go back to again is that it’s the highest cost return for the lowest cost outcome. So that's what we're looking to do and we’re using all those tools at our disposal.

Any sense of timing with the salt water disposal system?

Hi John, this is Nelson. We've been working on that over the last couple of months and I think we’ve got a series of steps that it will take. It looks like the first step we will take will be charging our joint venture or our working interest partners a more market-based rate for salt water disposals as you know we have been charging them as part of just the LOE cost structure. We hope to do that sometime between now and the first quarter. The second step, there is a couple of issues as far as the full monetization with an outside third party. There are some issues that I think need to be resolved with the Oklahoma Corporations Commission, we feel like others who are looking at the same thing we are with respect to their salt water disposal systems have the same issues that remain to be resolved. We think that will happen based on our conversations with Oklahoma Council maybe sometime late in second quarter of next year. So that’s kind of the update today. First step charging market-based -- a more market appropriate rate to our working interest owners and then follow on with the resolution of these issues before the OCC.

Last one from me is on the data room. How crowded was it in terms of – did you have a lot of companies through, and were they more private than public if you could say that?

It was standing room only, we had a process that went on for two or three weeks and we had full parties for at least two and half of those weeks. So that’s the number of folk we had in, not to mention those that didn't come in for presentation, or to look at paper reports, rest of it, those that were on the virtual data room. And there were many more visitors and looking to that. So we had a pretty thorough process, a fair mix between private and public, one or two waves and strays but generally high quality people that were coming through looking at this thing and conversations we had with 4 or 5 maybe 6 or 7 that got very real both from the asset point of view, joint venture point of view, other innovating ways of looking at trying to do some business but at the end of it, it all came down to the fact of having finished all the work ourselves in those 3000 locations and 650 million barrels of equivalent of resource potential, none of them gave us the confidential comfort that that was in the best interest of stakeholders to entertain those discussions, and we saw that going our own was by far and away the best thing to do at the time, it still is. The door is not closed. I mean we are still talking to one or two folk. So we keep this thing under constant review and dialogue and just see where it goes.

Your next question is from Pearce Hammond with Simmons & Co. Pearce Hammond - Simmons & Co.: At what level of flexibility do you have regarding your oil services contracts, whether it be of rigs or completion services to adjust activity in the lower oil price environment?

Quite a lot. We’ve consciously built into the way we go about doing it. I think each one of our rigs is on a three month contract and they are laddered. So they don’t all fall due at the same time, so it gives us a huge amount of flexibility to pick up of both drop rigs. Frac spreads are more complicated, there's been a lot of competition for frac spreads particularly with the Permian and keeping those in our area has been a bit of a challenge. But nevertheless we’ve managed to do that. As time goes by then the service companies are starting to realize the situation with regard to the price environment and we are starting to see some loosening up but it's not been very apparent thus far. But we’re going to see it for sure going forward and that will give us further opportunities and that takes care of most of it. We would point out that what we do in the Miss Lime we don't use a lot of proppant, if I don’t use any. We use acid and acid has become somewhat scarce and given that we’re one of the major users in the US, the entire US all acid, then we have to be mindful of keeping well supplied with that. But those are the major headlines, and Nelson?

Pearce, I am just going to add that currently just with respect to drilling contracts, we don't have any commitments beyond February of next year. So we have the flexibility to extend these on three-month terms or whatever we can negotiate but we have no two year commitments under rigs or we have the flexibility to take advantage of pricing improvements in that area.

Your next question is from Chad Mabry with MLV & Company. Chad Mabry with MLV & Company: Just a follow up to the prior question, looking at the declining activity in the Anadarko basin, just curious if there are any lease expirations at risk there, and then if you do kind of go to a no rig activity level into 2015 what you’re modeling in for your declines next year?

I mean it’s all part and parcel of the process Chad, you can’t do anything here without there being some sort of consequence and some sort of management requirement that is now holding upon us on a daily basis. We don't see anything in terms of the Anadarko position that is onerous. We have a goodly amount of it held by production. There are pieces in places where it's not and we will have to adapt and manage our way through that. If we do see that we don't or we’re unable because of the environment to see some of these wells drilled, then leases will lapse. There will be ones in lower priority as far as we're concerned and they will be attractively available for us to go and renew which we would commonly do. So it's a competitive environment but it’s not that competitive out there and in many instances actually it works to our favour to do that because we can then release these acres at a lower-price. So it’s part and parcel of the program and the process and if we do let that thing happen, we will let it happen for very good reason given the price environment and what we’re looking at and the primary driver here, I keep saying this is ruthless capital efficiency. And that’s the name of the game.

Sorry Chad, I would just say that we’ve said in the past we’re going to manage our expirations with the idea to preserving or limiting cash out of the company. So we’ve high graded our acreage and as Peter said we will be letting where we think we have the opportunity and we’re not giving up anything in the near-term, we will selectively let things expire. Chad Mabry with MLV & Company: I guess a follow up to that on the cost side, another impressive performance in driving down these operating costs. Just curious looking at the Miss driving that down to 3.36 BOE, is that something that you can continue to leverage your existing infrastructure there to drive that cost down towards that kind of 3, 3.50 level on LOE?

Chad, it never ends. It’s blocking and tackling, we’ve taken all the big things in this but everyday I am going up there again the next week or so and we will go out in the field again, we will go through it and there are plenty of little areas, little things you can do that will make a difference, both consistency, the amount of tanks, the way you pump, the way you offtake, all of those things are hugely important and our guys are very conscious of all of these and they’ve always been innovative in finding ways in which you can drive down those costs. There is irreducible low, of course there is. But I don't think we’re there at this stage and such as the quality of the rock and the reservoir system is it is now up to us to both – to continue to be prudent and just keep looking for ways to improve.

Your next question is from the Greg Burdy with Bank of America.

And just on the borrowing base – congrats again the borrowing base increase this past quarter. And just looking forward to the spring re-determination, have you had any conversations with your bank as to what may have to the price decks, in that scenario, given today’s prevailing prices and perhaps how that may impact your borrowing base?

Hey Greg, this is Nelson. We have talked to our bank, I don't know what decks are going to run, they haven’t given a preview that yet. I think last time they were running at $75 deck, so you can kind of interpolate from there. I haven’t had any clear guidance on what it would do to the base. I think it makes obviously an increase more difficult in this environment but the hedges to help -- that we have in place the hedges do help preserve the existing level.

We don't need them. We like it but we don't need them.

Don’t need the hedges you’re saying?

The increase. We will manage our business appropriately. Of course Nelson will be out there working with the banks as best as he can to see what is available and if we’ve got an increasing reserve base and all those other good things, then that will go into the mix. Price will be a major driver of course but we will be about our business doing what we can to see what is available to us.

Your next question is from Sean Sneeden with Oppenheimer. Sean Sneeden – Oppenheimer: Peter, can you remind me of -- at this point what your PDP decline rate is in the Miss?

I want to be a bit careful here because it varies but if you want a round number 40% would be a select number, what you’re trying to get – you’re trying to get a the B factor or you’re trying to get a decline or what you’re after? Sean Sneeden – Oppenheimer: Yeah, just the general decline. If [indiscernible] CapEx off today what would that be decline looks like?

40. We’re pretty robust at fairly low prices, let me tell you, at very low prices. And a lot lower than the Wall Street Journal. Sean Sneeden – Oppenheimer: Nelson or Peter, maybe for you guys at least on the balance sheet, can you in kind of high levels and I appreciate you talk about this on the analyst day next week but maybe on a high level, can you talk how you’re going to weigh or balance the desire to grow production next year with your liquidity and leverage profile? How – do you kind of go about in really allocating capital, what’s kind of like the minimal amount liquidity that you want to have at the company as you exit ’15?

Hey Sean, this is Nelson. I will answer the last part of your question first, I think our target would be between 75 million to $100 million of liquidity would be the ideal amount we’d like to exit the year with. As far as managing growth as Peter talked about, we’re going to try to reduce our absolute capital spend next year versus what we’ve incurred this year. So we’re targeting initially I think it’s $450 million range, we think with some of the things we've done in the completions and that which Peter is more versed in, we should be able to achieve some savings on the capital side and still manage a reasonable amount of growth. Clearly the commodity price environment that we’re in today makes that a flexible target but certainly we’re maintaining our goal to try to grow the EBITDA in excess of our capital spend similar to what we did this quarter and we hope to do in the fourth quarter.

And that’s absolutely true. And it’s going to be a game for everyone going forward. How long is this price environment going to remain, what is that price environment going to be, how can you adapt your program to meet all your requirements and it’s a jumping act, isn’t it because there are consequences of what you do. If you spend less you don't get as much EBITDA, if you lower your cost base, you get more of your invested dollar, all of those things play into that equation. Where we are fortunate is that what we've done has been very ruthless with our capital and the guys have done a great job in the field in terms of lowering that cost base to give us that margin and give us that flexibility. More so than many others out there and if the environment stays in a very low price regime, there’s going to be a blood on the floor, and you know it. Hopefully that won’t be much about blood and our flexibility is that we can stay pretty active in a very low price environment but it comes to a point given these resource plays that you’re better of leaving that barrel in the ground because it’s more valuable there than it is on the surface. And on that basis you just wait out and there are consequences as a result of doing that. So it's very much an environment whereby you just want to make plans as best you can but certainly be as flexible as you can so you can take advantage or react to the marketplace as it opens up in front of you. And that’s what we’re planning to do and you’ll get a lot more of that next week when we go into some of that in some detail. Sean Sneeden – Oppenheimer: And then if I could just ask one more as follow up there, when you look at the strip – it actually plays out as [indiscernible] how do you guys think about layering in hedges for the second half of next year on the oil side? What kind of would be the strike price or what’s kind of the impetus to make that happen or not?

That’s a good question. We try to target hedges over $80 is kind of our benchmark today to try to achieve that. Clearly the strip is not cooperating there but it is relatively flat versus where we are on the front month. So I think we’re just going to look at it and try to be opportunistic with it and see what we can do as far as adding to that position. We felt pretty good about our hedges 75 days ago in retrospect, I wish we could more but that’s kind of the benefit of hindsight. So I think that’s kind of our approach is just to be opportunistically study, we're looking at gas hedges. When they get above $4, they become pretty attractive to us, that's probably 15%, 20% of our revenue base. So it's a pretty heavy focus of the company right now and so I think to answer your original question it’s anything above – 80 or above becomes attractive to us and we will continue to look at it like that.

Exactly but depending what the environment is like and the way you think the momentum is, you would look foolish if you put in hedges at 80 or went to 100 or 120. If you could predict that then I’d be a very rich man but you’ve got to cut your cloth accordingly. And as Nelson says that's what we’re going to try and do. We’re okay for the first quarter or first half of this next year and we feel pretty good about where we are and we are pretty well hedged. As time unfolds as we start to look at the backend of 2015, we will have a sense of the environment, we will have a sense of the momentum and where the market is sort of heading and we will take our position at that time.

Your next question is from Jamaal Dardar with Tudor Pickering Holt.

Just looking at the Anadarko basin, I understand that activity is slowing there but it seems that even with the prior period adjustment production would have been below the low end of guidance for the quarter. And I was just wondering is that more well count driven or is it performance driven?

It’s primarily well count and it comes down to the thing that I insist on with these guys is that we’ve run all the list of all the well locations that we could drill and the things that we could do and we look at the cost of the well, we look at the EUR, we look at the pace of return, a number of criteria and we just say, hey, we got incremental dollar in our hand, where we would best spend it. And every time we do it, Miss Lime is double the performer that the Anadarko is which is no chain of the Anadarko, it just is the fact that we’re sat on the prime play called the Miss Lime in a very sweet area. We have hundreds of locations that we can continue to drill for a number of years yet and on that basis the Anadarko falls by the wayside to it to a degree which doesn't denigrate the Anadarko quite the opposite. It just shows that it's got to deliver more attractive returns on while we’ve still got this Miss Lime in this current environment, that's what we’re obliged to do given the situation we find ourselves in with our balance sheet. And that will continue and as long as it doesn’t cause us great grief in terms of our leases are held by production and we’re not losing it on good opportunity it will be challenged whilst this environment remains. There’s plenty of other guys out there that are doing good jobs. You know, you are going to look at zones and the stuff they are doing, with their cemented line as a sliding sledge, and their techniques and technologies, the returns they are getting are pretty healthy and there’s others out there doing the same thing. And we will look at this and learn.

And looking at the Miss, it seems that rates continue to improve in 2014. Is this driven by the seismic and are you confident that this is repeatable going forward?

Repeatable for sure, that the seismic is one part of it, it’s a whole integrated approach to the whole concept of process. I go back to what I said earlier this is all about unlocking rock storage, identifying that rock storage, these rock types have a lot of variation or variability and you see porosities and storage capacities that are an order of magnitude better than the conventional Miss Lime. And where we can see that and identify it in terms of intervals, or in 3D and then staying in zone when we drill those wells horizontally and then how we complete those wells all add to the equation of being able to deliver that rock storage to the well bore.

Your next question is from Richard Bedell [ph] with Wells Fargo Securities.

Hey a quick question, it looks like the Mississippi Lime is doing pretty well in terms of production. Is there anything we should take into consideration for fourth quarter production of this year, just looking at the numbers, anything we should factor into our analysis, or any operational – any kind of operational stuff that you guys are working on in the fourth quarter that we should keep in mind?

We just carry on doing what we are doing. We’ve got plenty of things to do, we’ve got plenty of locations, we’ve got plenty of rigs and we’ve got business ahead of us. We will be down spacing, we will be looking at other technique, we will be following up with our original techniques, we will be just doing what we've done this last quarter.

So nothing that’s out of the ordinary, nothing that’s for any unplanned maintenance or anything like that?

No.

And then I guess a quick follow up. I must have missed the reason why we’re dropping one rig in the Mississippi Lime, can you comment on that a little bit?

It’s to do with completions. Frac spreads are hard to come by as we finish off drilling wells, we just build up inventory and to avoid that we can just drop the rig for a quarter and we can then get to the completions, bring them online, see efficiency and the investment you’ve made and then bring the rig back and start over when the frac spreads are available to us and we can take advantage for a quick cycle time.

And there are currently no additional questions, I’d now like to turn the conference back to our presenters for closing remarks.

Nothing really just to add, thank you very much for your time and attention. We’re very pleased with the quarter. I can assure you that we won’t be sanguine and sit on our laurels, we will continue to do all the things that we laid out here. We look forward to seeing you guys -- those that are coming to our analyst day, where we will give you a lot more detail. And I just thank you for your time and attention. Thanks very much.

Thank you. Ladies and gentlemen this does conclude today’s conference call. You may now disconnect your lines.