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 March31, 2017, the Debtors filed their monthly operating
report, which included financial information as of February28,
2017 and for the period covering February1, 2017 through
February28, 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 confirm and
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 confirm and 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 -0.003 at 0.121 with 3,589,492 shares trading hands.