News Column

MEMORIAL PRODUCTION PARTNERS LP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

July 15, 2014

Item 1.01. Entry into a Material Definitive Agreement.

Public Equity Offering

On July 9, 2014, Memorial Production Partners LP (the "Partnership") entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Partnership, Memorial Production Partners GP LLC (the "General Partner") and Memorial Production Operating LLC ("Operating LLC" and, together with the Partnership and the General Partner, the "Partnership Parties") and Citigroup Global Markets Inc. and Barclays Capital Inc. (collectively, the "Underwriters"), providing for the offer and sale by the Partnership (the "Offering"), and purchase by the Underwriters, of 8,600,000 common units representing limited partner interests in the Partnership (the "Common Units") at a price of $22.25 per Common Unit. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters a 30-day option to purchase up to an additional 1,290,000 Common Units on the same terms, which the Underwriters exercised in full on July 11, 2014. Closing of the Offering occurred on July 15, 2014. The net proceeds of the Offering, including proceeds from the Underwriters' full exercise of their option to purchase additional Common Units and the General Partner's proportionate capital contribution, and after deducting underwriting discounts and commissions but before estimated expenses, were approximately $220.3 million and were used to repay a portion of the borrowings outstanding under the Partnership's revolving credit facility.

The Offering was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Partnership's effective Registration Statement on Form S-3 (File No. 333-187055) (the "Registration Statement"). The material terms of the Offering are described in the prospectus supplement dated July 9, 2014 filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act (the "Prospectus Supplement") and the accompanying prospectus dated March 15, 2013 constituting a part of the Registration Statement.

The Underwriting Agreement contains customary representations, warranties and agreements of each of the Partnership Parties and customary conditions to closing, obligations of the parties and termination provisions. The Partnership Parties have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains representations, warranties and other provisions that were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them. Accordingly, the Underwriting Agreement should not be relied upon as constituting a description of the state of affairs of any of the parties thereto or their affiliates at the time it was entered into or otherwise.

As more fully described under the caption "Underwriting-Conflicts of Interest" in the Prospectus Supplement, affiliates of certain of the Underwriters are lenders under the Partnership's revolving credit facility and, accordingly, received a portion of the net proceeds from the Offering. The Underwriters and their affiliates may provide in the future investment banking, financial advisory or other financial services for the Partnership and its affiliates, for which they may receive advisory or transaction fees, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for these financial services.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Notes Offering

On July 14, 2014, the Partnership entered into a purchase agreement (the "Purchase Agreement"), by and among the Partnership, Memorial Production Finance Corporation ("Finance Corp" and, together with the Partnership, the "Issuers"), the subsidiary guarantors named therein (the "Guarantors") and Barclays Capital Inc. (the "Representative"), as representative of the several initial purchasers named therein (collectively, the "Initial Purchasers"), pursuant to which the Issuers agreed to issue and sell to the Initial Purchasers $500,000,000 in aggregate principal amount of the Issuers' 6.875% senior notes due 2022 (the "Notes"). The Notes will be sold to the Initial Purchasers at 98.485% of par and for net proceeds of approximately $484.9 million,

--------------------------------------------------------------------------------

after deducting the Initial Purchasers' discounts and commissions, but before estimated offering expenses. The Partnership intends to use the net proceeds to repay a portion of the borrowings outstanding under the Partnership's revolving credit facility and for general partnership purposes. The closing of the issuance and sale of the Notes is expected to occur on or about July 17, 2014, subject to customary closing conditions.

The Notes will be issued and sold to the Initial Purchasers in a private placement exempt from the registration requirements of the Securities Act. The Initial Purchasers intend to resell the Notes to qualified institutional buyers inside the United States in reliance on Rule 144A of the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The Purchase Agreement contains customary representations, warranties and agreements of the parties and customary conditions to closing, obligations of the parties and termination provisions. The Issuers and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. The Issuers and the Guarantors also agreed to enter into a registration rights agreement with the Representative on the closing date for the private placement of the Notes. The Purchase Agreement contains representations, warranties and other provisions that were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them. Accordingly, the Purchase Agreement should not be relied upon as constituting a description of the state of affairs of any of the parties thereto or their affiliates at the time it was entered into or otherwise.

Certain of the Initial Purchasers or their affiliates perform and have performed commercial and investment banking and advisory services for the Partnership from time to time for which they receive and have received customary fees and reimbursement of expenses. In addition, affiliates of certain of the Initial Purchasers are lenders under the Partnership's revolving credit facility and . . .

Item 7.01. Regulation FD Disclosure.

On July 10, 2014, the Partnership announced that it had priced the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, 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 8.01. Other Events.



On July 14, 2014, the Partnership issued a press release announcing that, subject to market conditions, the Partnership intended to offer senior unsecured notes due 2022 in a private placement to eligible purchasers. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.

--------------------------------------------------------------------------------

On July 14, 2014, the Partnership issued a press release announcing that it had priced the offer and sale of the Notes. A copy of the press release is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated July 9, 2014, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC and Memorial Production Operating LLC and Citigroup Global Markets Inc. and Barclays Capital Inc. 5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP regarding the legality of the Common Units 8.1 Opinion of Akin Gump Strauss Hauer & Feld LLP regarding certain federal income tax matters 10.1 Purchase Agreement, dated July 14, 2014, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Barclays Capital Inc., as representative of the several initial purchasers named therein 23.1 Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1 hereto) 23.2 Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 8.1 hereto) 99.1 Press release dated July 10, 2014 99.2 Press release dated July 14, 2014 99.3 Press release dated July 14, 2014



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters