Memorial Production Partners LP Announces Agreement To Acquire GP Interest And IDRs From Memorial Resource Development Corp.

HOUSTON, April 28, 2016 (GLOBE NEWSWIRE) -- Memorial Production Partners LP (NASDAQ:MEMP) ("MEMP") announced today that it has entered into an agreement to acquire Memorial Production Partners GP LLC ("MEMP GP") from Memorial Resource Development Corp. (NASDAQ:MRD) ("MRD") for $0.75 million in cash.  MEMP GP is the general partner of MEMP and holds the general partner interest and 50% of the incentive distribution rights ("IDRs") in MEMP.  As part of the transaction, MEMP will also acquire the other 50% of the IDRs held by Natural Gas Partners.  MEMP expects to close the transaction by the end of the second quarter 2016, subject to customary closing conditions.  Following the completion of the transaction MEMP will be fully separated from MRD and will operate as an independent entity. 

MEMP believes this transaction will benefit unitholders for several reasons, including:
  • Simplifies corporate and organizational structure
  • Increases focus of MEMP employee base solely on its portfolio of assets
  • Minimal impact to liquidity, with transaction funded on revolver at closing
  • Allows MEMP to control its own general partner
  • Gives the MEMP unitholder voting rights in electing the MEMP Board beginning at an annual meeting in 2017

"On behalf of the Board and the management team, we are very pleased to announce this transaction, which simplifies our structure and will enhance MEMP's ability to navigate through this challenging period in the industry," said John A. Weinzierl, Chairman and Chief Executive Officer of MEMP GP.  "We have enjoyed the benefits of the relationship with MRD and Natural Gas Partners since our IPO in 2011.  Going forward, we believe a stand-alone entity will best maximize value for all of MEMP's stakeholders." 

In connection with the closing of the transaction, the omnibus agreement pursuant to which MRD provided administrative, management and operational services to MEMP GP and MEMP will be terminated, subject to certain exceptions.  MRD and MEMP will enter into a transition services agreement to manage post-closing separation costs and activities.    

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