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Press release from GlobeNewswire (a Nasdaq OMX company)

Memorial Production Partners LP Announces Public Offering of Common Units

Wednesday, December 05, 2012

Memorial Production Partners LP Announces Public Offering of Common Units13:40 EST Wednesday, December 05, 2012HOUSTON, Dec. 5, 2012 (GLOBE NEWSWIRE) -- Memorial Production Partners LP (Nasdaq:MEMP) announced today that it has commenced an underwritten public offering of 10,500,000 common units representing limited partner interests in MEMP. The underwriters will be granted a 30-day over-allotment option to purchase an additional 1,575,000 common units. MEMP intends to use the net proceeds from the offering, including the proceeds from any exercise of the over-allotment option of common units, to fund a portion of the purchase price for MEMP's recently announced pending acquisition of oil and natural gas properties. Raymond James, Citigroup, BofA Merrill Lynch, Barclays, RBC Capital Markets and Wells Fargo Securities are acting as joint book-running managers for the offering. Oppenheimer & Co., Sanders Morris Harris and Wunderlich Securities are acting as co-managers for the offering. This offering is being made only by means of a prospectus. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, when available, may be obtained from the offices of: Raymond James  Attention Raymond James & Associates Attn: Equity Syndicate 880 Carillon Parkway  St. Petersburg, FL 33716  Telephone: (800) 248-8863   Citigroup  c/o Broadridge Financial Solutions 1155 Long Island Avenue  Edgewood, NY 11717  Email: BATProspectusdept@citi.com  Telephone: (800) 831-9146   BofA Merrill Lynch  Attention: Prospectus Department 222 Broadway New York, NY 10038 Email: dq.prospectus_requests@baml.com   Barclays  c/o Broadridge Financial Solutions 1155 Long Island Avenue  Edgewood, NY 11717  Email: Barclaysprospectus@broadridge.com  Toll Free: (888) 603-5847   RBC Capital Markets Attention: Equity Syndicate  Three World Financial Center  200 Vesey Street, 8th Floor  New York, NY 10281 Telephone: (877) 822-4089   Wells Fargo Securities  Attention: Equity Syndicate Dept.  375 Park Avenue  New York, NY 10152  Email: cmclientsupport@wellsfargo.com  Telephone: (800) 326-5897 A registration statement relating to these securities has been filed with the Securities and Exchange Commission ("SEC") but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement is available on the SEC's web site at http://www.sec.gov under the registrant's name, "Memorial Production Partners LP." This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Memorial Production Partners LP is a Delaware limited partnership that was formed to own and acquire oil and natural gas properties in North America. MEMP's properties are located in South Texas and East Texas/North Louisiana and consist of mature, legacy oil and natural gas reservoirs. MEMP is headquartered in Houston, Texas. For more information, visit www.memorialpp.com. The Memorial Production Partners logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=11158Forward-Looking Statements This press release may include "forward-looking statements" within the meaning of federal securities laws. 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, such as statements regarding MEMP's ability to close the offering successfully and to use the net proceeds as indicated above. 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. Such statements are subject to a number of assumptions, 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. Please read MEMP's filings with the SEC, 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 risks 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 are qualified in their entirety by this cautionary statement. MEMP undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.CONTACT: Memorial Production Partners LP Ronnetta Eaton - Manager, Investor Relations (713) 588-8350 ir@memorialpp.com