Form 8-K

 

 

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

EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of December 7, 2016, by and among Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), Memorial Production Finance Corporation, a Delaware corporation (together with the Partnership, the “Issuers”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuers, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the 2021 Notes (as defined below) (collectively, the “Amending Holders”).

WHEREAS, the Issuers are the issuers under that certain Indenture, dated as of April 17, 2013, among the Issuers, the Guarantors and Wilmington Trust, National Association, as successor trustee (the “Trustee”) to U.S. Bank National Association (as amended, modified or supplemented prior to the date hereof, the “2021 Indenture” and, the notes issued thereunder, the “2021 Notes”);

WHEREAS, the Note Parties and the Holders entered into that certain Forbearance Agreement, dated as of November 30, 2016 (the “Forbearance Agreement”);

WHEREAS, Section 14 of the Forbearance Agreement provides that any modification, alteration or amendment of the Forbearance Agreement must be agreed to in writing by Holders holding a majority of principal amount of the outstanding 2021 Notes held by Holders that are parties to the Forbearance Agreement;

WHEREAS, the Amending Holders hold a majority of principal amount of the outstanding 2021 Notes held by Holders that are parties to the Forbearance Agreement;

WHEREAS, the Note Parties and the Amending Holders desire to amend the Forbearance Agreement as set forth in this Amendment; and

WHEREAS, terms used but not otherwise defined herein or in the Forbearance Agreement shall have the meanings given to them in the 2021 Indenture.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment to Forbearance Agreement.

1.1 The last sentence of Section 1(a) of the Forbearance Agreement is hereby amended and restated as follows:

“As used herein, “Forbearance Termination Date” means 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 other than the Interest Default and (c) two (2) calendar days following the Issuers’ receipt of bona fide notice from any Holder of any breach by any Note Party of any of the conditions or agreements provided in this Agreement (which breach remains uncured during such period).”

1.2 Section 14 of the Forbearance Agreement is hereby amended and restated as follows:

“This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all other discussions, promises, representations, warranties, agreements and

 

1


EXECUTION VERSION

 

understandings between the parties with respect thereto. This Agreement may not be modified, altered or amended except by an agreement in writing (including via email) by a duly authorized representative of each Note Party and Holders holding a majority of principal amount of the outstanding 2021 Notes held by Holders that are parties hereto as of the date of any such modification, alteration or amendment to this Agreement.”

Section 2. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 4. Effectiveness. The Forbearance Agreement is and shall remain in full force and effect as of the date hereof except as modified by this Amendment.

Section 5. Relationship of Parties; No Third Party Beneficiaries. Nothing in this Amendment shall be construed to alter the existing debtor-creditor relationship between the Note Parties and the Holders or the Trustee. This Amendment is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the parties hereto. No person other than a party hereto is intended to be a beneficiary hereof and no person other than a party hereto shall be authorized to rely upon or enforce the contents of this Amendment.

Section 6. Entire Agreement; Modification of Agreement; Verbal Agreements Not Binding. This Amendment and the Forbearance Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and thereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto. This Amendment and the Forbearance Agreement may not be modified, altered or amended except by an agreement in writing (including via email) by a duly authorized representative of each Note Party and Holders holding a majority of principal amount of the outstanding 2021 Notes held by Holders that are parties to the Forbearance Agreement as of the date of any such modification, alteration or amendment to the Forbearance Agreement.

Section 7. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Forbearance Agreement, as amended, will remain in full force and effect, and any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, in each case, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon any such determination of invalidity, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

 

[Signature Pages Follow]

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

 

NOTE PARTIES
MEMORIAL PRODUCTION PARTNERS GP LLC
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
MEMORIAL PRODUCTION PARTNERS LP
By:   Memorial Production Partners GP LLC
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
MEMORIAL PRODUCTION FINANCE CORPORATION
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
MEMP SERVICES LLC
MEMORIAL PRODUCTION OPERATING LLC
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer

 

[Signature Page to the First Amendment to the 2021 Notes Forbearance Agreement]


MEMORIAL ENERGY SERVICES LLC
MEMORIAL MIDSTREAM LLC
BETA OPERATING COMPANY, LLC
COLUMBUS ENERGY, LLC
RISE ENERGY OPERATING, LLC
WHT ENERGY PARTNERS LLC
By:   Memorial Production Operating LLC,
  its sole member
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
RISE ENERGY MINERALS, LLC
RISE ENERGY BETA, LLC
By:   Rise Energy Operating, LLC,
  its sole member
By:   Memorial Production Operating LLC,
  its sole member
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
WHT CARTHAGE LLC
By:   WHT Energy Partners LLC,
  its sole member
By:   Memorial Production Operating LLC,
  its sole member
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer

 

[Signature Page to the First Amendment to the 2021 Notes Forbearance Agreement]


SAN PEDRO BAY PIPELINE COMPANY
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer

 

[Signature Page to the First Amendment to the 2021 Notes Forbearance Agreement]


HOLDERS
BRIGADE CAPITAL MANAGEMENT LP, on
behalf of funds and accounts managed by it
By:  

/s/ Scott Hoffman

Name:   Scott Hoffman
Title:   Senior Analyst
Principal Amount of 2021 Notes held: $        
CITADEL EQUITY FUND LTD
By:   Citadel Advisors LLC, its Portfolio Manager
By:  

/s/ Michael Weiner

Name:   Michael Weiner
Title:   Authorized Signatory
Principal Amount of 2021 Notes held: $        
FIR TREE INC (on behalf of certain investment Funds under management)
By:  

/s/ Evan Lederman

Name:   Evan Lederman
Title:   Authorized Signatory
Principal Amount of 2021 Notes held: $        
TRUST ASSET MANAGEMENT LLC
By:  

/s/ Mark Shinder

Name:   Mark Shinder
Title:   President and CIO
Principal Amount of 2021 Notes held: $        

 

[Signature Page to the First Amendment to the 2021 Notes Forbearance Agreement]

EX-10.2

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of December 7, 2016, by and among Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), Memorial Production Finance Corporation, a Delaware corporation (together with the Partnership, the “Issuers”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuers, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the 2022 Notes (as defined below) (collectively, the “Amending Holders”).

WHEREAS, the Issuers are the issuers under that certain Indenture, dated as of July 17, 2014, among the Issuers, the Guarantors and Wilmington Trust, National Association, as successor trustee (the “Trustee”) to U.S. Bank National Association (as amended, modified or supplemented prior to the date hereof, the “2022 Indenture” and, the notes issued thereunder, the “2022 Notes”);

WHEREAS, the Note Parties and the Holders entered into that certain Forbearance Agreement, dated as of November 30, 2016 (the “Forbearance Agreement”);

WHEREAS, Section 14 of the Forbearance Agreement provides that any modification, alteration or amendment of the Forbearance Agreement must be agreed to in writing by Holders holding a majority of principal amount of the outstanding 2022 Notes held by Holders that are parties to the Forbearance Agreement;

WHEREAS, the Amending Holders hold a majority of principal amount of the outstanding 2022 Notes held by Holders that are parties to the Forbearance Agreement;

WHEREAS, the Note Parties and the Amending Holders desire to amend the Forbearance Agreement as set forth in this Amendment; and

WHEREAS, terms used but not otherwise defined herein or in the Forbearance Agreement shall have the meanings given to them in the 2022 Indenture.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment to Forbearance Agreement.

1.1 The last sentence of Section 1(a) of the Forbearance Agreement is hereby amended and restated as follows:

“As used herein, “Forbearance Termination Date” means 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 other than the Cross Default and (c) two (2) calendar days following the Issuers’ receipt of bona fide notice from any Holder of any breach by any Note Party of any of the conditions or agreements provided in this Agreement (which breach remains uncured during such period).”

1.2 Section 14 of the Forbearance Agreement is hereby amended and restated as follows:

“This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all other discussions, promises, representations, warranties, agreements and

 

1


EXECUTION VERSION

 

understandings between the parties with respect thereto. This Agreement may not be modified, altered or amended except by an agreement in writing (including via email) by a duly authorized representative of each Note Party and Holders holding a majority of principal amount of the outstanding 2022 Notes held by Holders that are parties hereto as of the date of any such modification, alteration or amendment to this Agreement.”

Section 2. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 4. Effectiveness. The Forbearance Agreement is and shall remain in full force and effect as of the date hereof except as modified by this Amendment.

Section 5. Relationship of Parties; No Third Party Beneficiaries. Nothing in this Amendment shall be construed to alter the existing debtor-creditor relationship between the Note Parties and the Holders or the Trustee. This Amendment is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the parties hereto. No person other than a party hereto is intended to be a beneficiary hereof and no person other than a party hereto shall be authorized to rely upon or enforce the contents of this Amendment.

Section 6. Entire Agreement; Modification of Agreement; Verbal Agreements Not Binding. This Amendment and the Forbearance Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and thereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto. This Amendment and the Forbearance Agreement may not be modified, altered or amended except by an agreement in writing (including via email) by a duly authorized representative of each Note Party and Holders holding a majority of principal amount of the outstanding 2022 Notes held by Holders that are parties to the Forbearance Agreement as of the date of any such modification, alteration or amendment to the Forbearance Agreement.

Section 7. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Forbearance Agreement, as amended, will remain in full force and effect, and any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, in each case, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon any such determination of invalidity, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

[Signature Pages Follow]

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

 

NOTE PARTIES
MEMORIAL PRODUCTION PARTNERS GP LLC
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
MEMORIAL PRODUCTION PARTNERS LP
By:   Memorial Production Partners GP LLC
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
MEMORIAL PRODUCTION FINANCE CORPORATION
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
MEMP SERVICES LLC
MEMORIAL PRODUCTION OPERATING LLC
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer

 

[Signature Page to the First Amendment to the 2022 Notes Forbearance Agreement]


MEMORIAL ENERGY SERVICES LLC
MEMORIAL MIDSTREAM LLC
BETA OPERATING COMPANY, LLC
COLUMBUS ENERGY, LLC
RISE ENERGY OPERATING, LLC
WHT ENERGY PARTNERS LLC
By:   Memorial Production Operating LLC,
  its sole member
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
RISE ENERGY MINERALS, LLC
RISE ENERGY BETA, LLC
By:   Rise Energy Operating, LLC,
  its sole member
By:   Memorial Production Operating LLC,
  its sole member
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer
WHT CARTHAGE LLC
By:   WHT Energy Partners LLC,
  its sole member
By:   Memorial Production Operating LLC,
  its sole member
By:   Memorial Production Partners LP,
  its sole member
By:   Memorial Production Partners GP LLC,
  its general partner
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer

 

[Signature Page to the First Amendment to the 2022 Notes Forbearance Agreement]


SAN PEDRO BAY PIPELINE COMPANY
By:  

/s/ Robert L. Stillwell, Jr.

Name:   Robert L. Stillwell, Jr.
Title:   Chief Financial Officer

 

[Signature Page to the First Amendment to the 2022 Notes Forbearance Agreement]


HOLDERS
BRIGADE CAPITAL MANAGEMENT LP, on behalf of funds and accounts managed by it
By:  

/s/ Scott Hoffman

Name:   Scott Hoffman
Title:   Senior Analyst
Principal Amount of 2022 Notes held: $        
CITADEL EQUITY FUND LTD
By:   Citadel Advisors LLC, its Portfolio Manager
By:  

/s/ Michael Weiner

Name:   Michael Weiner
Title:   Authorized Signatory
Principal Amount of 2022 Notes held: $        
FIR TREE INC (on behalf of certain investment
Funds under management)
By:  

/s/ Evan Lederman

Name:   Evan Lederman
Title:   Authorized Signatory
Principal Amount of 2022 Notes held: $        

 

[Signature Page to the First Amendment to the 2022 Notes Forbearance Agreement]

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

LOGO

Memorial Production Partners LP Extends Forbearance Agreements with Noteholders

Continues Review of Strategic Alternatives and

Ongoing Discussions with Lenders and Noteholders

HOUSTON, December 8, 2016 — Memorial Production Partners LP (NASDAQ:MEMP) (“MEMP” or “the Partnership”) today announced that it has extended its previously announced forbearance agreements (the “Forbearance Agreements”) with certain noteholders that hold 51.7% of the Partnership’s 7.625% senior notes due 2021 (the “2021 notes”) and 69% of the Partnership’s 6.875% senior notes due 2022 (collectively, the “noteholders”). Under the terms of the Forbearance Agreements, the noteholders have agreed to forbear from exercising any and all remedies available to them as a result of MEMP’s previously announced election to not make an interest payment of approximately $24.6 million due on the 2021 notes. The Forbearance Agreements now extend through December 16, 2016.

MEMP is continuing to engage in discussions with its lenders and a steering committee of its noteholders regarding potential strategic alternatives to strengthen its balance sheet and improve its capital structure. The extension of the Forbearance Agreements will allow the parties to continue this dialogue and work towards a comprehensive solution.

Operations are continuing as normal across MEMP’s asset base.

Perella Weinberg Partners L.P. is serving as financial advisor to MEMP and Weil, Gotshal & Manges LLP is serving as its legal counsel.

About Memorial Production Partners LP

Memorial Production Partners LP is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP’s


properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. For more information, visit www.memorialpp.com.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that MEMP expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “will,” “would,” “should,” “could,” “expect,” “anticipate,” “plan,” “project,” “intend,” “estimate,” “believe,” “target,” “continue,” “potential,” the negative of such terms or other comparable terminology are intended to identify forward-looking statements. These statements include, but are not limited to, statements about strategic alternatives and MEMP’s expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. These statements are based on certain assumptions made by MEMP based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances, but such assumptions may prove to be inaccurate. Such statements are also subject to a number of risks and uncertainties, many of which are beyond the control of MEMP, which may cause MEMP’s actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks and uncertainties relating to, among other things, MEMP’s efforts to reduce leverage and effectuate strategic alternatives; MEMP’s level of indebtedness including its ability to satisfy its debt obligation; the borrowing base under MEMP’s revolving credit facility and failure to pay interest on its senior notes; risks related to MEMP’s ability to generate sufficient cash flow, to make payments on its debt obligations and to execute its business plan; MEMP’s ability to access funds on acceptable terms, if at all, because of the terms and conditions governing MEMP’s indebtedness or otherwise; and the risk that MEMP’s hedging strategy may be ineffective or may reduce its income. Please read MEMP’s filings with the Securities and Exchange Commission (“SEC”), including “Risk Factors” in MEMP’s Annual Report on Form 10-K, and if applicable, MEMP’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on MEMP’s Investor Relations website at http://investor.memorialpp.com/sec.cfm or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements.


Except as required by law, MEMP undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Contacts

Investors:

Memorial Production Partners LP

Bobby Stillwell – Chief Financial Officer

(713) 588-8347

ir@memorialpp.com

Memorial Production Partners LP

Martyn Willsher – Treasurer

(713) 588-8346

ir@memorialpp.com

Media:

Meaghan Repko / Andrew Siegel / Aaron Palash

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449