Attached files

file filename
EX-5.1 - EX-5.1 - Amplify Energy Corpd607315dex51.htm
EX-1.1 - EX-1.1 - Amplify Energy Corpd607315dex11.htm
EX-8.1 - EX-8.1 - Amplify Energy Corpd607315dex81.htm
EX-99.1 - EX-99.1 - Amplify Energy Corpd607315dex991.htm

 

 

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): October 3, 2013 (October 2, 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 1.01. Entry into a Material Definitive Agreement.

Public Equity Offering

On October 2, 2013, 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), providing for the offer and sale by the Partnership (the “Offering”), and purchase by the Underwriters, of 14,500,000 common units representing limited partner interests in the Partnership (the “Common Units”) at a price to the public of $19.90 per Common Unit ($19.12 per Common Unit, net of underwriting discounts). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters a 30-day option to purchase up to an additional 2,175,000 Common Units on the same terms. Assuming no exercise of the Underwriters’ option, the net proceeds of the Offering, including the General Partner’s proportionate capital contribution and after deducting underwriting discounts and commissions but before estimated expenses, will be approximately $277.6 million. The Partnership expects the Offering to close on October 8, 2013, subject to customary closing conditions.

The Offering has been 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 October 2, 2013 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.

As more fully described under the caption “Underwriting” in the Prospectus Supplement, affiliates of certain of the Underwriters are lenders under the Partnership’s revolving credit facility and, accordingly, may receive 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. An affiliate of Wells Fargo Securities, LLC serves as the Partnership’s registrar and transfer agent and receives customary fees for such service.

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.

 

Item 7.01. Regulation FD Disclosure.

On October 2, 2013, 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 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

 

Exhibit Number

  

Description

1.1    Underwriting Agreement, dated October 2, 2013, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC and Memorial Production Operating LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named therein
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
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 October 2, 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.

 

      MEMORIAL PRODUCTION PARTNERS LP
    By:  

Memorial Production Partners GP LLC,

its general partner

Date:   October 3, 2013     By:  

/s/ Kyle N. Roane

      Kyle N. Roane
      General Counsel & Corporate Secretary


EXHIBIT INDEX

 

Exhibit Number

  

Description

1.1    Underwriting Agreement, dated October 2, 2013, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC and Memorial Production Operating LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named therein
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
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 October 2, 2013