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): December 8, 2016 (December 7, 2016)

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.)

 

500 Dallas Street, Suite 1600

Houston, Texas

  77002
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 490-8900

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.

First Amendment to Notes Forbearance

As previously disclosed on December 1, 2016, on November 30, 2016, Memorial Production Partners LP (the “Partnership”) entered into (i) a Forbearance (the “2021 Notes Forbearance”) among the Partnership, Memorial Production Finance Corporation, a Delaware corporation (“Finance Corp”), certain guarantors party thereto, and certain beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners (the “2021 Holders”) of 51.7% of the aggregate principal amount of the Partnership’s 7.625% senior notes due 2021 (the “2021 Notes”) and (ii) a Forbearance (the “2022 Notes Forbearance” and, together with the 2021 Notes Forbearance, the “Forbearances”) among the Partnership, Finance Corp, certain guarantors party thereto, and certain beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners (the “2022 Holders”) of 69% of the aggregate principal amount of the Partnership’s 6.875% senior notes due 2022 (the “2022 Notes”).

The 2021 Notes were issued pursuant to that certain Indenture, dated as of April 17, 2013 (as subsequently amended, modified or supplemented, the “2021 Indenture”), among the Partnership, Finance Corp, the guarantors party thereto and Wilmington Trust National Association, as successor trustee (the “Trustee”). The 2022 Notes were issued pursuant to that certain Indenture, dated as of July 17, 2014 (as subsequently amended, modified or supplemented, the “2022 Indenture”), among the Partnership, Finance Corp, the guarantors party thereto and the Trustee.

Pursuant to each Forbearance, among other provisions, each 2021 Holder and 2022 Holder agreed that during the Forbearance Period (as defined in each Forbearance), subject to certain conditions, it will not enforce, or otherwise take any action to direct enforcement of, any of the rights and remedies available to the 2021 Holders, the 2022 Holders or the Trustee, as applicable, solely with respect to the failure to make the interest payment due on November 1, 2016 on the 2021 Notes, and the subsequent default for 30 days in such payment, which constitutes an event of default under the 2021 Indenture (the “Interest Default”) and may result in a cross default under the 2022 Indenture (the “Cross Default”).

On December 7, 2016, the Partnership, Finance Corp and certain guarantors party thereto entered into (i) a First Amendment to the 2021 Notes Forbearance with the 2021 Holders listed therein (the “2021 First Amendment”) and (ii) a First Amendment to the 2022 Notes Forbearance with the 2022 Holders listed therein (the “2022 First Amendment” and, together with the 2021 First Amendment, the “Amendments”). The Amendments, among other things, extend the forbearance period under the applicable Forbearance until the earliest to occur of (a) 11:59 p.m. (New York City time) on December 16, 2016, (b) the occurrence of any event of default under the applicable indenture, other than the Interest Default or the Cross Default, as applicable, and (c) two (2) calendar days following the Partnership’s receipt of notice from any 2021 Holder or 2022 Holder of any breach of the conditions or agreements set forth in the 2021 Notes Forbearance or the 2022 Notes Forbearance (which breach remains uncured).

A copy of each of the 2021 First Amendment and the 2022 First Amendment is filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference. The above description of the Amendments is qualified in its entirety by the full text of such exhibits.

Item 7.01.    Regulation FD Disclosure.

On December 8, 2016, the Partnership issued a press release announcing entry into the Amendments, as 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 hereto.

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 under the Securities Act of 1933, as amended, 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

10.1

  First Amendment to Forbearance Agreement, dated as of December 7, 2016, among Memorial Production Partners LP, Memorial Production Finance Corporation, certain guarantors party thereto, and the 2021 Holders party thereto

 

10.2

 

 

First Amendment to Forbearance Agreement, dated as of December 7, 2016, among Memorial Production Partners LP, Memorial Production Finance Corporation, certain guarantors party thereto, and the 2022 Holders party thereto

 

99.1

 

 

Press release dated December 8, 2016


SIGNATURES

Pursuant to the requirements of the Exchange Act, 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:  December 8, 2016     By:  

/s/ Jason M. Childress

      Jason M. Childress
      Vice President, General Counsel & Corporate Secretary


EXHIBIT INDEX

 

Exhibit Number        

 

Description

10.1

  First Amendment to Forbearance Agreement, dated as of December 7, 2016, among Memorial Production Partners LP, Memorial Production Finance Corporation, certain guarantors party thereto, and the 2021 Holders party thereto

 

10.2

 

 

First Amendment to Forbearance Agreement, dated as of December 7, 2016, among Memorial Production Partners LP, Memorial Production Finance Corporation, certain guarantors party thereto, and the 2022 Holders party thereto

 

99.1

 

 

Press release dated December 8, 2016

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