MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP) Files An 8-K Regulation FD Disclosure

MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP) Files An 8-K Regulation FD Disclosure

Item7.01 Regulation FD Disclosure.

As previously disclosed, on January16, 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 April 28, 2017, the Debtors filed their
monthly operating report, which included financial information as
of March 31, 2017 and for the period covering March 1, 2017
through March 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 Section18 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 Partnerships 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 Partnerships 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 Partnerships periodic reports to the
Exchange Act, and such information might not be indicative of the
Partnerships financial condition or operating results for a
period that would be reflected in the Partnerships financial
statements or in its reports 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 onForm8-K, including the
exhibit hereto,includes forward-looking statements. All
statements, other than statements of historical facts, included
in this Current Report onForm8-Kthat 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 Partnerships 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 Partnerships 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 consummate the Plan; the bankruptcy process,
including the effects thereof on the Partnerships 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 consummate a plan of
reorganization; the potential adverse effects of bankruptcy
proceedings on the Partnerships liquidity or results of
operations; increased costs to execute the financial
restructuring; the Partnerships efforts to reduce leverage; the
Partnerships level of indebtedness including its ability to
satisfy its debt obligations; risks related to the Partnerships
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 Partnerships ability to access funds on acceptable
terms, if at all, because of the terms and conditions governing
the Partnerships indebtedness or otherwise; the uncertainty of
the impact that any financial restructuring implemented will have
on the market for the Partnerships publicly traded securities;
tax consequences of business transactions; and changes in
commodity prices and hedge positions and the risk that the
Partnerships hedging strategy may be ineffective or may reduce
its income. Please read the Partnerships filings with the SEC,
including Risk Factors in the Partnerships Annual Report on Form
10-K, and if applicable, the Partnerships Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, which are available on
the Partnerships Investor Relations website at
http://investor.memorialpp.com/sec.cfm or on the SECs 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.

Item9.01.Financial Statements and
Exhibits.

(d)Exhibits.

About MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP)
Memorial Production Partners LP (the Partnership) owns, acquires and exploits oil and natural gas properties in North America. The Partnership is owned by its limited partners and general partner. Its general partner is responsible for managing all of the Partnership’s operations and activities. The Partnership operates in the acquisition, exploitation, development and production of oil and natural gas properties segment. Its business activities are conducted through Memorial Production Operating LLC (OLLC) and its wholly owned subsidiaries. Its assets consist primarily of producing oil and natural gas properties, and are located in East Texas/Louisiana, Rockies, Offshore Southern California, Permian Basin and South Texas. Most of its oil and natural gas properties are located in oil and natural gas reservoirs with geologic characteristics and production profiles and capital requirements. MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP) Recent Trading Information
MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP) closed its last trading session down -0.010 at 0.110 with 603,469 shares trading hands.