Memorial Production Partners Reaches Plan Support Agreement with Noteholders

Davis Polk is advising an ad hoc group of holders of the senior unsecured notes of Memorial Production Partners LP in connection with the pending chapter 11 restructuring of Memorial Production Partners LP and certain of its subsidiaries. On December 22, 2016, Memorial Production Partners and the group entered into a plan support agreement (“PSA”) pursuant to which the senior unsecured noteholders of Memorial Production Partners will receive (i) 98% of the equity of the restructured company (subject to dilution by five-year 8% warrants struck at par plus accrued interest being provided to unit holders and a management incentive plan) upon emergence from bankruptcy and (ii) at the election of a majority of the senior unsecured noteholders signed onto the PSA, a pro rata share of an additional cash payment of up to approximately $25 million. The PSA also includes an agreement-in-principle between Memorial Production Partners and its agent under its revolving credit facility. 

Memorial Production Partners is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. Memorial Production Partners’ properties consist of mature, legacy oil and natural gas fields. The company is headquartered in Houston, Texas. 

The Davis Polk insolvency and restructuring team includes partner Brian M. Resnick and associates Angela M. Libby and Erik Jerrard. The finance team includes partner Lawrence E. Wieman and associate Vivian Y. Wong. Partner Kirtee Kapoor is providing corporate advice. Partner Kathleen L. Ferrell is providing tax advice. Partner Neal A. Potischman is providing litigation advice. Counsel Ron M. Aizen is providing executive compensation advice. Members of the Davis Polk team are based in the New York and Northern California offices.