Attached files

file filename
EX-8.1 - EX-8.1 - Amplify Energy Corpd632218dex81.htm
EX-1.1 - EX-1.1 - Amplify Energy Corpd632218dex11.htm
EX-99.1 - EX-99.1 - Amplify Energy Corpd632218dex991.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 21, 2013 (November 19, 2013)

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
(Address of Principal Executive Offices)   (Zip Code)

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 1.01. Entry into a Material Definitive Agreement.

Public Equity Offering

On November 19, 2013, Memorial Production Partners LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Partnership, Memorial Production Partners GP LLC (the “General Partner”) and Memorial Production Operating LLC (“Operating LLC” and, together with the Partnership and the General Partner, the “Partnership Parties”), Memorial Resource Development LLC (“Memorial Resource”) and Barclays Capital Inc., as the underwriter named therein (the “Underwriter”), providing for the offer and sale by Memorial Resource (the “Offering”), and purchase by the Underwriter, of 7,061,294 common units representing limited partner interests in the Partnership (the “Common Units”) at a price to the public of $19.34 per Common Unit. The Offering is expected to close on November 22, 2013, subject to customary closing conditions. The Partnership will not receive any of the proceeds from the Offering.

The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Partnership’s effective Registration Statement on Form S-3 (File No. 333-189449) (the “Registration Statement”). The material terms of the Offering are described in the prospectus supplement dated November 19, 2013 filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act and the accompanying prospectus dated June 28, 2013 constituting a part of the Registration Statement.

The Underwriting Agreement contains customary representations, warranties and agreements of each of the Partnership Parties and Memorial Resource and customary conditions to closing, obligations of the parties and termination provisions. The Partnership Parties and Memorial Resource have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriter may be required to make because of any of those liabilities. The Underwriting Agreement contains representations, warranties and other provisions that were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them. Accordingly, the Underwriting Agreement should not be relied upon as constituting a description of the state of affairs of any of the parties thereto or their affiliates at the time it was entered into or otherwise.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

 

Item 7.01. Regulation FD Disclosure.

On November 19, 2013, the Partnership announced that Memorial Resource had priced the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including 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

1.1  

   Underwriting Agreement, dated November 19, 2013, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC, Memorial Production Operating LLC, Memorial Resource Development LLC and Barclays Capital Inc. as the underwriter named therein


8.1  

   Opinion of Akin Gump Strauss Hauer & Feld LLP regarding certain federal income tax matters

23.1

   Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 8.1 hereto)

99.1

   Press release dated November 19, 2013


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 21, 2013   By:  

/s/ Kyle N. Roane

    Kyle N. Roane
    General Counsel & Corporate Secretary


EXHIBIT INDEX

 

Exhibit Number  

  

Description

1.1  

   Underwriting Agreement, dated November 19, 2013, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC, Memorial Production Operating LLC, Memorial Resource Development LLC and Barclays Capital Inc. as the underwriter named therein

8.1  

   Opinion of Akin Gump Strauss Hauer & Feld LLP regarding certain federal income tax matters

23.1

   Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 8.1 hereto)

99.1

   Press release dated November 19, 2013