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): March 21, 2012 (March 21, 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 |
| (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 2.02 | Results of Operations and Financial Condition. |
A press release issued by Memorial Production Partners LP (the “Partnership”) on March 21, 2012, regarding financial results for the fourth quarter and year ended December 31, 2011, updated commodity hedge positions and 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 March 21, 2012, its hedging overview presentation. The hedging presentation includes hedging transactions with regards to the years 2012 through 2016. The presentation entitled “Commodity Hedging Overview,” dated March 21, 2012, may be accessed by going towww.memorialpp.com, select Investor Relations, then select Presentations.
The information in this Current Report on Form 8-K and the attached Exhibit 99.1 is being “furnished” pursuant to Items 2.02 and 7.01 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. |
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press release dated March 21, 2012 |
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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.
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| | | | | | | MEMORIAL PRODUCTION PARTNERS LP |
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| | | | By: | | Memorial Production Partners GP LLC, its general partner |
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| Date: March 21, 2012 | | | | By: | | /s/ John A. Weinzierl |
| | | | | | John A. Weinzierl |
| | | | | | President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit Number | | Description |
| |
| 99.1 | | Press release dated March 21, 2012 |
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