Each one in plain English, with the numbers worked through for a shareholder.
15 Dec 2011asset acquisition disposition● NeutralMajor
On December 14, 2011 the partnership closed its IPO of 9,000,000 common units at $19.00 and signed its founding agreements with Memorial Resource Development LLC: an Omnibus Agreement (it reimburses Memorial Resource for administrative costs, and Memorial Resource gives limited indemnities, e.g. $5,000,000 caps on environmental and undisclosed liabilities), a Tax Sharing Agreement, and a five-year $1.0 billion secured revolving credit facility with a $300 million initial borrowing base led by Wells Fargo. The filing text provided is truncated, so details of the contribution agreements and incentive plan are not covered here.
The filer, which appears under the name Memorial Production Partners LP (MEMP) in this filing, priced its initial public offering of 9,000,000 common units at $19.00 each, with a 30-day option for 1,350,000 more units. It expects about $150 million in net proceeds, to be used to buy properties from Memorial Resource Development LLC (the insider that filed as a 10%+ owner days earlier) and to pay offering and formation costs; this continues the registration and listing steps already filed.
