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): September 11, 2013 (September 11, 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 (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 7.01. | Regulation FD Disclosure. |
On September 11, 2013, Memorial Production Partners LP (the “Partnership”) issued a press release announcing that the Partnership closed two acquisitions of certain oil and natural gas properties located in East Texas and in the Rockies from third parties. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in Item 7.01 of this Current Report on Form 8-K 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.
On September 11, 2013, the Partnership announced that it closed two acquisitions of certain oil and natural gas properties located in East Texas and in the Rockies from third parties. The Partnership acquired the properties in separate transactions for an aggregate purchase price of approximately $29 million, subject to customary post-closing adjustments. The acquisitions were funded with borrowings under the Partnership’s revolving credit facility.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press release dated September 11, 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.
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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: September 11, 2013 | | | | By: | | /s/ Kyle N. Roane |
| | | | | | Kyle N. Roane |
| | | | | | General Counsel & Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press release dated September 11, 2013 |
