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MEMP > SEC Filings for MEMP > Form 8-K on 25-Mar-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Regulation FD Disclos

Item 1.01. Entry into a Material Definitive Agreement.

On March 25, 2014, Memorial Production Partners LP (the "Partnership") issued a press release announcing that the Partnership completed an acquisition of certain oil and gas producing properties in South Texas from Alta Mesa Holdings, LP (the "Acquisition") pursuant to a definitive purchase and sale agreement, dated as of March 25, 2014 (the "Purchase Agreement"), between Memorial Production Operating LLC, the Partnership's wholly-owned subsidiary, and an affiliate of Alta Mesa Holdings, LP. The Partnership acquired the properties for $173 million, subject to customary post-closing adjustments. The Acquisition was funded with borrowings under the Partnership's revolving credit facility. A copy of the press release is furnished as Exhibit 99.1.

The Purchase Agreement contains representations and warranties, covenants and indemnification provisions that are typical for transactions of this nature and that were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among such parties. 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.

The foregoing summary of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On March 25, 2014, the Partnership issued a press release announcing, among other things, the Acquisition and updates to the Partnership's 2014 guidance. 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.

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

 2.1*                   Purchase and Sale Agreement, dated as of March 25, 2014,
                        between Alta Mesa Eagle, LLC and Memorial Production
                        Operating LLC

99.1                    Press release dated March 25, 2014

* The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Partnership will furnish copies of such schedules to the Securities and Exchange Commission upon request.

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