Item 7.01 Regulation FD Disclosure.
As previously disclosed, on January 16, 2017, Memorial Production Partners LP (the “Partnership”) and certain of its subsidiaries (collectively
with the Partnership, the “Debtors”) filed voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”) to
pursue a Joint Chapter 11 Plan of the Debtors (as proposed, the “Plan”).
On February 28, 2017, the Debtors filed their monthly operating
report, which included financial information as of January 31, 2017 and for the period covering January 17, 2017 through January 31, 2017 (the “Monthly Operating Report”) with the Court. The Monthly Operating Report is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference
into any of the Partnership’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent
expressly set forth by specific reference in such a filing.
Cautionary Note Regarding the Monthly Operating Report
The Partnership cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report which
was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Partnership. The Monthly Operating Report is limited in scope, covers limited time periods, and has been prepared solely for
the purpose of complying with the monthly reporting requirements of the Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with U.S. generally accepted accounting principles, is
in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Partnership’s securities, the Monthly
Operating Report is complete. The Monthly Operating Report also contains information for a period which is shorter and otherwise different from those required in the Partnership’s periodic reports pursuant to the Exchange Act, and such
information might not be indicative of the Partnership’s financial condition or operating results for a period that would be reflected in the Partnership’s financial statements or in its reports pursuant to the Exchange Act. Information
set forth in the Monthly Operating Report should not be viewed as indicative of future results.
Cautionary Note Regarding Forward-Looking Statements
This Current Report
on Form 8-K,
including the exhibit hereto, includes “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. 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 financial restructuring or strategic alternatives and the Partnership’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 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, 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
the Partnership, which may cause the Partnership’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: the ability to
confirm and consummate the Plan; the bankruptcy process, including the effects thereof on the Partnership’s business and on the interests of various constituents, the length of time that the Partnership may be required to operate in bankruptcy
and the continued availability of
operating capital during the pendency of such proceedings; third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization; the
potential adverse effects of bankruptcy proceedings on the Partnership’s liquidity or results of operations; increased costs to execute the financial restructuring; the Partnership’s efforts to reduce leverage; the Partnership’s level
of indebtedness including its ability to satisfy its debt obligations; risks related to the Partnership’s ability to generate sufficient cash flow, to make payments on its obligations and to execute its business plan and the terms of the Plan;
the Partnership’s ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Partnership’s indebtedness or otherwise; the uncertainty of the impact that any financial restructuring implemented
will have on the market for the Partnership’s publicly traded securities; tax consequences of business transactions; and changes in commodity prices and hedge positions and the risk that the Partnership’s hedging strategy may be
ineffective or may reduce its income. Please read the Partnership’s filings with the SEC, including “Risk Factors” in the Partnership’s Annual Report on
Form 10-K,
and if applicable,
the Partnership’s Quarterly Reports on Form
10-Q
and Current Reports on Form
8-K,
which are available on the Partnership’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 Current Report on Form
8-K.
All forward-looking statements in this Current Report on Form
8-K
are qualified in their entirety by these cautionary statements. Except as required by law, the Partnership 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.