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): January 28, 2016 (January 27, 2016)
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.) |
| | | | |
500 Dallas Street, Suite 1800 Houston, Texas | | 77002 |
| (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 7.01. | Regulation FD Disclosure. |
On January 27, 2016, the Partnership issued a press release announcing, among other things, its cash distribution for the quarter ended December 31, 2015 and its 2016 guidance. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The Partnership has posted on its website, as of January 27, 2016, a supplemental presentation. The presentation entitled “MEMP 2016 Guidance,” dated January 27, 2016, may be accessed by going towww.memorialpp.com, selecting Investor Relations, then selecting Events and Presentations.
The Partnership has also posted on its website, as of January 27, 2016, an update to its hedging overview presentation. The updated hedging presentation includes hedging transactions with respect to the years 2016 through 2019. The presentation entitled “Commodity and Interest Rate Hedging Overview,” dated January 27, 2016, may be accessed by going towww.memorialpp.com, selecting Investor Relations, then selecting Events and Presentations.
The information in this Current Report on Form 8-K , including the attached Exhibit 99.1, 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.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press release dated January 27, 2016 |
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: January 28, 2016 | | By: | | /s/ Jason M. Childress |
| | | | Jason M. Childress |
| | | | Vice President, General Counsel & Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press release dated January 27, 2016 |
