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): October 1, 2012 (September 28, 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 2.01 Completion of Acquisition or Disposition of Assets.
On October 1, 2012, Memorial Production Partners LP (the “Partnership”) issued a press release announcing that the Partnership closed its previously announced acquisition of certain oil and natural gas properties located in East Texas from Goodrich Petroleum Company, L.L.C. and Goodrich Petroleum Corporation (the “Acquisition”). The Partnership acquired the properties for an adjusted purchase price of $93.2 million, subject to customary post-closing adjustments. The Acquisition was funded through borrowings under the Partnership’s revolving credit facility. A copy of the press release is furnished as Exhibit 99.1.
The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, dated September 18, 2012, by and among Memorial Production Operating LLC, a wholly owned subsidiary of the Partnership, and Goodrich Petroleum Company, L.L.C. and Goodrich Petroleum Corporation, a copy of which was filed with the Partnership’s Current Report on Form 8-K on September 19, 2012.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number | | Description |
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| 99.1 | | Press release dated October 1, 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.
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| | | | MEMORIAL PRODUCTION PARTNERS LP |
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| Date: October 1, 2012 | | | | By: | | Memorial Production Partners GP LLC, |
| | | | | | its general partner |
| | | |
| | | | By: | | /s/ Kyle N. Roane |
| | | | | | Kyle N. Roane |
| | | | | | General Counsel & Corporate Secretary |
EXHIBIT INDEX
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Exhibit Number | | Description |
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| 99.1 | | Press release dated October 1, 2012 |
