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EX-99.1 - PRESS RELEASE - Memorial Production Partners LPd432549dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 9, 2012 (November 9, 2012)

MEMORIAL PRODUCTION PARTNERS LP

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-35364   90-0726667

(State or Other Jurisdiction of Incorporation or

Organization)

  (Commission File Number)   (I.R.S. Employer Identification No.)

1301 McKinney, Suite 2100

Houston, Texas

 

77010

(Zip Code)

(Address of Principal Executive Offices)  

Registrant’s telephone number, including area code: (713) 588-8300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

A press release issued by Memorial Production Partners LP (the “Partnership”) on November 9, 2012, regarding financial and operational results for the quarter ended September 30, 2012, updated commodity hedge positions and previously announced 2012 guidance, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Partnership has posted on its website, as of November 9, 2012, an update to its hedging overview presentation. The updated hedging presentation includes hedging transactions with regards to the years 2012 through 2017. The presentation entitled “Commodity Hedging Overview,” dated November 9, 2012, may be accessed by going to www.memorialpp.com, selecting Investor Relations, then selecting Events and Presentations.

The information in this Current Report on Form 8-K and the attached Exhibit 99.1 is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.   Financial Statements and Exhibits.

(d)  Exhibits.

 

Exhibit Number

 

Description

99.1

  Press release dated November 9, 2012


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        MEMORIAL PRODUCTION PARTNERS LP
  By:    

Memorial Production Partners GP LLC,

its general partner

Date:  November 9, 2012   By:  

/s/ Kyle N. Roane

    Kyle N. Roane
    General Counsel & Corporate Secretary


EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1

  Press release dated November 9, 2012