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 5, 2013 (March 5, 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 8.01. Other Events.
Financial statements of business acquisitions consummated by Memorial Production Partners LP’s predecessor and previously included in its Registration Statement on Form S-1 (File No. 333-175090) declared effective on December 8, 2011 are being filed with this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit Number | | Description |
| |
23.1 | | Consent of Ernst & Young LLP |
| |
23.2 | | Consent of Deloitte & Touche LLP |
| |
23.3 | | Consent of Netherland, Sewell & Associates, Inc. |
| |
99.1 | | Historical Statements of Revenues and Direct Operating Expenses (BP Properties Financial Statements) |
| |
99.2 | | Historical Statements of Revenues and Direct Operating Expenses (Carthage Properties Financial Statements) |
| |
99.3 | | Report of Netherland, Sewell & Associates, Inc. |
| |
99.4 | | Report of Netherland, Sewell & Associates, Inc. |
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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.
| | | | | | |
| | | | | | MEMORIAL PRODUCTION PARTNERS LP |
| | | |
| | | | By: | | Memorial Production Partners GP LLC, |
| | | | | | its general partner |
| | | |
| Date: March 5, 2013 | | | | By: | | /s/ Kyle N. Roane |
| | | | | | Kyle N. Roane |
| | | | | | General Counsel & Corporate Secretary |
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EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
23.1 | | Consent of Ernst & Young LLP |
| |
23.2 | | Consent of Deloitte & Touche LLP |
| |
23.3 | | Consent of Netherland, Sewell & Associates, Inc. |
| |
99.1 | | Historical Statements of Revenues and Direct Operating Expenses (BP Properties Financial Statements) |
| |
99.2 | | Historical Statements of Revenues and Direct Operating Expenses (Carthage Properties Financial Statements) |
| |
99.3 | | Report of Netherland, Sewell & Associates, Inc. |
| |
99.4 | | Report of Netherland, Sewell & Associates, Inc. |
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