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EX-99.1 - EX-99.1 - Amplify Energy Corpd685904dex991.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): March 4, 2014 (March 4, 2014)

 

 

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
(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 March 4, 2014, Memorial Production Partners LP (the “Partnership”) issued a press release announcing the entry into a definitive agreement to acquire certain oil and natural gas producing properties in East Texas from an operating subsidiary of Memorial Resource Development LLC (“Memorial Resource”). 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, 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 March 4, 2014, the Partnership announced the entry into a definitive agreement by Memorial Production Operating LLC, its wholly-owned subsidiary, to acquire certain oil and natural gas producing properties in East Texas from an operating subsidiary of Memorial Resource for a purchase price of $35.0 million, subject to customary purchase price adjustments. The transaction is expected to close on or about April 1, 2014 and will be financed with borrowings under the Partnership’s revolving credit facility. Terms of the transaction were approved by the board of directors of the general partner of the Partnership (the “Board”) and by the Board’s conflicts committee, which is comprised entirely of independent directors. The acquired properties primarily represent additional working interests in the Partnership’s existing wells located in Polk and Tyler Counties, Texas.

This Current Report on Form 8-K contains certain “forward-looking statements.” All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership, which may cause the Partnership’s actual results to differ materially from those implied or expressed by the forward-looking statements. Please read the Partnership’s Annual Report on Form 10-K and the Partnership’s other filings with the Securities and Exchange Commission for a discussion of risks and uncertainties that could cause actual results to differ. The Partnership disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

  

Description

99.1    Press release dated March 4, 2014


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: March 4, 2014     By:  

/s/ Kyle N. Roane

      Kyle N. Roane
      Vice President, General Counsel & Corporate Secretary


EXHIBIT INDEX

 

Exhibit Number

  

Description

99.1    Press release dated March 4, 2014