New Issue: Memorial Production prices $300 million tap of 7 5/8% notes at 97 to yield 8.163%

By Paul A. Harris

Portland, Ore., Oct. 7 - Memorial Production Partners LP and Memorial Production Finance Corp. priced a $300 million add-on to their 7 5/8% senior notes due May 1, 2021 (Caa1/B-) at 97.00 to yield 8.163% on Monday, according to a syndicate source.

The reoffer price came on top of price talk.

Wells Fargo Securities LLC was the left bookrunner for the quick-to-market deal. BofA Merrill Lynch, Barclays, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets LLC and RBS Securities Inc. were the joint bookrunners.

The Houston-based energy partnership plans to use the proceeds to pay down its revolver and for general partnership purposes.

Issuer:	Memorial Production Partners LP and Memorial Production Finance Corp.
Face amount:	$300 million
Proceeds:	$291 million
Maturity:	May 1, 2021
Security description:	Add-on to the 7 5/8% senior notes due May 1, 2021
Left bookrunner:	Wells Fargo Securities LLC
Joint bookrunners:	BofA Merrill Lynch, Barclays, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets LLC, RBS Securities Inc.
Co-managers:	Comerica Securities Inc., Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA) Inc., Natixis Securities Americas LLC, U.S. Bancorp Investments Inc., ING Financial Markets LLC, Regions Securities LLC, Santander Investment Securities Inc.
Coupon:	7 5/8%
Price:	97
Yield:	8.163%
Spread:	601 bps
Call features:	Make-whole call until May 1, 2017, then callable at 103.813, 101.906, par on and after May 1, 2019
Equity clawback:	35% at 107.625 until May 1, 2016
Investor put:	101% upon change of control
Trade date:	Oct. 7
Settlement date:	Oct. 10 with accrued interest
Ratings:	Moody's: Caa1
	Standard & Poor's: B-
Distribution:	Rule 144A and Regulation S with registration rights
Price talk:	97 area
Marketing:	Quick to market
Original issue:	$300 million priced at 98.521 to yield 7 7/8% on April 12
Previous add-on:	$100 million priced at 102 to yield 7.202% on May 20
Fungibility:	Upon registration the new add-on notes will become fungible with the existing notes

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