Memorial Production Buys Assets From Sponsor

Plans to buy producing properties in the Permian basin and Rocky Mountains.

Memorial Production Partners LP (Nasdaq: MEMP) plans to buy oil and gas producing properties in the Permian Basin and in the Rocky Mountains from its sponsor, Memorial Resource Development LLC, for about $606 million.

The acquired properties consist of 973 gross (648.6 net) wells on 363,000 gross (136,000 net) acres in Texas, New Mexico, Wyoming and Colorado. MEMP will operate 94% of total proved reserves and 74% of the producing wells. MEMP will acquire approximately 275 Bcfe of proved reserves, which are located approximately 48% in the Permian Basin, 31% in East Texas and 21% in the Rockies.

The acquisition will increase MEMP's proved reserves by 36% to over 1.0 Tcfe and average daily production for May by 42% to approximately 152 MMcfe per day.

The properties have a stable, long-lived production profile with a projected average annual proved, developed producing decline rate of approximately 10%. The estimated proved reserves are about 275 Bcfe, about 57% of which are proved, developed and 51% are liquids. The estimated net production in May is about 45.3 million cubic foot equivalent (MMcfe) per day, of which 63% is natural gas and 37% are liquids.

At current production rates, the proved reserves are expected to last about 16.7 years. The effective date for the transaction is July 1, 2013 and is expected to close in October.

"We are excited to announce our largest acquisition to date with meaningful entries in the Permian Basin and the Rockies as well as adding scale in our core area of East Texas. This acquisition marks another example of the commitment to grow MEMP through accretive transactions," said John A. Weinzierl, chairman, president and chief executive.

"These assets are an excellent fit for our existing portfolio as they provide established, low-decline production with high operating margins. Additionally, MEMP will have enhanced commodity and basin diversity providing a great platform for future development."

The following are estimated total proved reserves attributable to the oil and gas properties to be acquired in this transaction as of July 1, 2013.

MEMP expects to fund the transaction through borrowings under its $1.0 billion multi-year revolving credit facility, which carries a current borrowing base of $480 million prior to any increases for the acquisition. As of July 1, 2013, MEMP had $441 million of available borrowing capacity. The transaction is expected to result in a significant borrowing base increase, and MEMP is working with its lenders to complete a redetermination of the borrowing base pro forma for the acquisition. MEMP's liquidity position is expected to be in excess of $150 million following the close of the transaction.As part of the transaction, MEMP will acquire commodity hedges that cover approximately 72% of acquired PDP volumes through 2015 (82% through 2014). In addition, MEMP will acquire interest rate hedges for a notional principal amount of $11.5 million extending through June 2014 at a fixed annual LIBOR rate of 0.5%. Consistent with its hedging policy, MEMP has layered on incremental commodity hedges that, together with the acquired hedges, cover up to 85% of projected production volumes related to this acquisition through 2018.

The acquired and incremental commodity hedges represent total gas volumes of 29 Bcf for the period 2013 — 2018 at a weighted average fixed price of $4.26; total oil volumes of 3.8 MMBbls for the period 2013 — 2018 at a weighted average fixed price of $84.67; and 91,800 Bbls of NGLs for the period 2013 — 2014 at an average fixed price of $36.27.