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8-K - FORM 8-K - Amplify Energy Corpd311915d8k.htm
EX-99.1 - PRESS RELEASE DATED MARCH 7, 2012 - Amplify Energy Corpd311915dex991.htm

Exhibit 99.2

 

LOGO

Memorial Production Partners LP To Acquire Oil and Gas Producing Properties from

Memorial Resource Development LLC

HOUSTON, TEXAS, March 7, 2012—Memorial Production Partners LP (NASDAQ: MEMP) announced today that it has signed a definitive agreement to acquire certain oil and natural gas producing properties in East Texas from its sponsor, Memorial Resource Development LLC, for a purchase price of $18.3 million, subject to customary purchase price adjustments. The transaction is expected to close on about April 2, 2012, subject to customary approvals and closing conditions, and will be financed with borrowings under MEMP’s existing credit facility. The transaction also includes the novation of 2012 through 2013 commodity derivative positions to MEMP. Terms of the transaction were approved by the Board of Directors of the general partner of MEMP and by the board’s conflicts committee, which is comprised entirely of independent directors.

“This accretive transaction with our sponsor is consistent with our stated strategy to acquire assets that meet our acquisition criteria of mature, long-life producing properties. These assets are near our core existing East Texas properties and offer identified low-risk exploitation opportunities that will supplement our production profile” said John A. Weinzierl, Chairman and Chief Executive Officer of the general partner of MEMP.

These properties are located primarily in the Willow Springs field in Gregg County, as well as in Upshur, Rusk, Panola, Smith and Leon counties in East Texas.

Operational highlights:

 

   

Estimated net proved reserves of approximately 20 Bcfe

 

   

69% proved developed reserves

 

   

Proved reserve to production ratio of approximately 23.1 years

 

   

Current net production of approximately 2.3 MMcfe per day, of this amount, approximately 82% is natural gas and 18% is oil and natural gas liquids

 

   

Producing wells: 111 gross (29 net), of which 84% will continue to be operated by Tanos Energy Holdings, LLC, an operating subsidiary of Memorial Resource Development LLC


Financial highlights:

The acquisition is expected to be immediately accretive to both distributable cash flow per unit and net asset value per unit while improving MEMP’s coverage ratio. Management will evaluate the impact of the acquisition on current distribution levels as it integrates these acquired assets.

Memorial Production Partners LP is a Delaware limited partnership that was formed to own and acquire oil and natural gas properties in North America. MEMP’s properties are located in South and East Texas and consist of mature, legacy onshore oil and natural gas reservoirs. MEMP is headquartered in Houston, Texas. For more information, visit www.memorialpp.com.

This press release may include “forward-looking statements” as defined by the Securities and Exchange Commission (“SEC”). All statements, other than statements of historical facts, included in this press release that address activities, events or developments that MEMP expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by MEMP based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of MEMP, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, availability of sufficient cash flow to pay distributions and execute our business plan, prices and demand for natural gas and oil, our ability to replace reserves and efficiently develop our current reserves and other important factors that could cause actual results to differ materially from those projected as described in MEMP’s reports filed with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement. For a more complete list of these risk factors, please read MEMP’s filings with the SEC, which are available on MEMP’s Investor Relations website at http://investor.memorialpp.com/sec or on the SEC’s website at www.sec.gov. MEMP undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.


The SEC permits oil and gas companies, in their filings with the SEC, to disclose only “reserves” as defined by SEC rules. Estimates of reserves in this communication are based on economic assumptions with regard to commodity prices (NYMEX oil and natural gas futures prices as of February 10, 2012) that differ from the prices required by the SEC (historical 12 month average) to be used in calculating reserves estimates prepared in accordance with SEC rules. In addition, the estimates of reserves in this press release were prepared by internal reserve engineers and are based on various assumptions, including assumptions related to oil and natural gas prices as discussed above, drilling and operating expenses, capital expenditures, taxes and availability of funds. Our internal estimates of proved reserves may differ materially from the estimates of our proved reserves as of December 31, 2012 that will be prepared by Netherland, Sewell & Associates, Inc. as a result of the SEC pricing and other assumptions employed by an independent reserve engineering firm.

Contact

Memorial Production Partners LP

Ronnetta Eaton—Manager, Investor Relations

(713) 588-8350

ir@memorialpp.com