Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2012, Memorial Production Partners LP (the "Partnership") issued a press release announcing that the Partnership closed its previously announced acquisition of certain oil and natural gas properties located in East Texas from Goodrich Petroleum Company, L.L.C. and Goodrich Petroleum Corporation (the "Acquisition"). The Partnership acquired the properties for an adjusted purchase price of $93.2 million, subject to customary post-closing adjustments. The Acquisition was funded through borrowings under the Partnership's revolving credit facility. A copy of the press release is furnished as Exhibit 99.1.

The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, dated September 18, 2012, by and among Memorial Production Operating LLC, a wholly owned subsidiary of the Partnership, and Goodrich Petroleum Company, L.L.C. and Goodrich Petroleum Corporation, a copy of which was filed with the Partnership's Current Report on Form 8-K on September 19, 2012.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press release dated October 1, 2012

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