Amplify Energy Corp.
January 13, 2017

Memorial Production Partners LP Reaches Plan Support Agreement with Lenders on Comprehensive Financial Restructuring to Deleverage Balance Sheet

HOUSTON, Jan. 13, 2017 (GLOBE NEWSWIRE) -- Memorial Production Partners LP (NASDAQ:MEMP) ("MEMP" or "the Partnership") today announced that it has entered into a definitive Plan Support Agreement with lenders holding 100% of the loans under its revolving credit facility, which formalizes and contains substantially the same terms as the previously announced agreement-in-principle with the agent under its revolving credit facility and the Plan Support Agreement entered into with certain noteholders, as described below. The agreement includes the terms of a financial restructuring plan that is expected to eliminate more than $1.3 billion of debt from the Partnership's balance sheet.  

As previously announced, MEMP entered into a Plan Support Agreement with holders of 50.2% of the aggregate principal amount of the Partnership's 7.625% senior notes due 2021 and the Partnership's 6.875% senior notes due 2022 (collectively, the "Notes"). As of today, the holders of approximately 67.6% of the aggregate principal amount of the Notes have agreed to the terms of the Plan Support Agreement with such noteholders.

As previously announced, to implement the terms of the Plan Support Agreements and complete the deleveraging transaction proposed by the agreements, MEMP expects to voluntarily file for reorganization under Chapter 11 of the United States Bankruptcy Code.

MEMP's operations and production are expected to continue as normal throughout the court-supervised financial restructuring process. The Partnership intends to continue meeting its employee, customer and vendor obligations in the normal course and will continue to adhere to all applicable regulatory and environmental standards. 

MEMP expects to file a Current Report on Form 8-K with the Securities and Exchange Commission that will include the full terms of the definitive Plan Support Agreement with the lenders.

Perella Weinberg Partners L.P. is serving as financial advisor to MEMP and Weil, Gotshal & Manges LLP is serving as its legal counsel.

Opportune LLP is serving as financial advisor to the agent under the revolving credit facility, and Linklaters LLP is serving as the agent's legal counsel.

About Memorial Production Partners LP

Memorial Production Partners LP is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. For more information, visit www.memorialpp.com.

Forward-Looking Statements

This press release includes "forward-looking statements." All statements, other than statements of historical facts, included in this press release that address activities, events or developments that MEMP 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 MEMP's 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 MEMP 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 MEMP, which may cause MEMP's 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 restructuring plan in accordance with the terms of the PSA, including on the time frame contemplated therein; the bankruptcy process, including the effects thereof on MEMP's business and on the interests of various constituents, the length of time that MEMP 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 Partnership's liquidity or results of operations; increased costs to execute the financial restructuring; MEMP's efforts to reduce leverage; MEMP's level of indebtedness including its ability to satisfy its debt obligation; risks related to MEMP's ability to generate sufficient cash flow, to make payments on its obligations and to execute its business plan or the PSA; MEMP's ability to access funds on acceptable terms, if at all, because of the terms and conditions governing MEMP's indebtedness or otherwise; and changes in commodity prices and hedge positions and the risk that MEMP's hedging strategy may be ineffective or may reduce its income. Please read MEMP's filing with the Securities and Exchange Commission ("SEC"), including "Risk Factors" in MEMP's Annual Report on Form 10-K, and if applicable, MEMP's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on MEMP's Investor Relations website at http://investor.memorialpp.com/sec.cfm or on the SEC's website at http://www.sec.gov, for a discussion of risk 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 press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, MEMP 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.

Contacts

Investors:
Memorial Production Partners LP
Bobby Stillwell — Chief Financial Officer      
(713) 588-8347                                   
ir@memorialpp.com

Memorial Production Partners LP
Martyn Willsher — Treasurer                                       
(713) 588-8346                                               
ir@memorialpp.com

Media:
Meaghan Repko / Andrew Siegel / Aaron Palash 
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449