February 27, 2014
Via EDGAR
Anne Nguyen Parker
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
| Re: | Memorial Production Partners LP |
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 5, 2013
File No. 1-35364
Ladies and Gentlemen:
Set forth below is the response of Memorial Production Partners LP, a Delaware limited partnership (the“Partnership”), to the comment received from the staff of the Division of Corporation Finance (the“Staff”) of the Securities and Exchange Commission (the“Commission”) by letter dated February 25, 2014 with respect to the Partnership’s Form 10-K for the Fiscal Year Ended December 31, 2012 initially filed with the Commission on March 5, 2013, File No. 1-35364. The response is prefaced by the exact text of the Staff’s comment in bold text.
Form 8-K Filed October 1, 2013
Exhibit 99.3
Notes to Supplemental Consolidated and Combined Financial Statements
Note 1. Organization and Basis of Presentation, page F-7
| 1. | We have considered your response to comment 3 in our letter dated January 22, 2014. In addition to your proposed presentation, please amend your filing to add disclosure, where appropriate, that would include a supplemental earnings per unit to reflect what earnings per unit would have been if it had been restated to include all the earnings of the entities it now owns for all periods presented. |
Securities and Exchange Commission
Division of Corporation Finance
February 27, 2014
Page 2
Response: The Partnership acknowledges the Staff’s comment and beginning with its Form 10-K for the fiscal year ended December 31, 2013, which will be filed in early March 2014, the Partnership will include a supplemental earnings per unit metric to reflect what earnings per unit would have been if it had included all the earnings generated by the Partnership’s previous owners and predecessor for all periods presented. Our proposed disclosure is as follows:
“Note 10. Earnings per Unit
The following sets forth the calculation of earnings (loss) per unit, or EPU, for the periods indicated (in thousands, except per unit amounts):
| For the Year Ended December 31, | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
Net income attributable to Memorial Production Partners LP | $ | $ | 46,414 | $ | 148,936 | |||||||
Less: Previous owners interest in net income (loss) | 46,293 | 66,604 | ||||||||||
Less: Predecessor interest in net income (loss) | — | 75,740 | ||||||||||
Less: General partners’ 0.1% interest in net income (loss) | — | 7 | ||||||||||
Less: IDRs attributable to corresponding period | — | — | ||||||||||
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Net income (loss) available to limited partners | $ | $ | 121 | $ | 6,585 | |||||||
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Weighted average limited partner units outstanding: | ||||||||||||
Common units | 17,519 | 16,395 | ||||||||||
Subordinated units | 5,361 | 5,361 | ||||||||||
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Total | 22,880 | 21,756 | ||||||||||
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Basic and diluted EPU | $ | $ | 0.01 | $ | 0.30 | |||||||
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The following sets forth the calculation of our supplemental EPU, for the periods indicated (in thousands, except per unit amounts):
| For the Year Ended December 31, | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
Net income attributable to Memorial Production Partners LP | $ | $ | 46,414 | $ | 148,936 | |||||||
Less: General partners’ 0.1% interest in net income (loss) | 46 | 149 | ||||||||||
Less: IDRs attributable to corresponding period | — | — | ||||||||||
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Net income (loss) available to limited partners | $ | $ | 46,368 | $ | 148,787 | |||||||
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Weighted average limited partner units outstanding: | ||||||||||||
Common units | 17,519 | 16,395 | ||||||||||
Subordinated units | 5,361 | 5,361 | ||||||||||
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Total | 22,880 | 21,756 | ||||||||||
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Supplemental basic and diluted EPU | $ | $ | 2.03 | $ | 6.83 | |||||||
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Our supplemental basic and diluted EPU includes all the earnings generated by the Partnership’s previous owners and predecessor for all periods presented due to common control considerations. As discussed under Note 1, transactions between entities under common control are accounted for retrospectively.”
The Partnership also plans to disclose historical and supplemental basic and diluted EPU under Item 6. Selected Financial Data with a cross reference back to Note 10.
Securities and Exchange Commission
Division of Corporation Finance
February 27, 2014
Page 3
The Partnership acknowledges that (i) it is responsible for the content of its filings, including the adequacy and accuracy of the disclosure in its filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to such filings and (iii) the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or comments concerning these responses, please do not hesitate to contact me at 713-588-8340.
| Sincerely, |
| /s/ Andrew J. Cozby |
| Andrew J. Cozby |
| Cc: | Securities and Exchange Commission |
Svitlana Sweat
Jennifer O’Brien
Angie Kim
Memorial Production Partners LP
Kyle N. Roane
Patrick Nguyen
Akin Gump Strauss Hauer & Feld LLP
John Goodgame
Alex Reuss