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Memorial Production Partners LP Announces Secondary Public Offering of Common Units

Memorial Production Partners LP (MEMP) announced today the commencement of an underwritten public offering of 4,661,663 common units representing limited partner interests owned by MRD Holdco LLC (MRDH). MRDH will receive all of the net proceeds from the offering. MRDH has granted the underwriters a 30-day option to purchase up to an additional 699,249 common units.

Goldman, Sachs & Co. and UBS Investment Bank are acting as joint book-running managers for the offering. The offering is being made only by means of a prospectus supplement and accompanying prospectus. A copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from the offices of:

Goldman, Sachs & Co.
Attn: Prospectus Department
200 West Street
New York, NY 10282
Email: prospectus-ny@ny.email.gs.com
Telephone: (866) 471-2526

UBS Investment Bank
Attn: Prospectus Department
299 Park Avenue
New York, NY 10171
Telephone: (888) 827-7275

An electronic copy of the preliminary prospectus supplement and accompanying prospectus may also be obtained at no charge at the Securities and Exchange Commission’s (“SEC”) website atwww.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus supplement and accompanying prospectus, each of which is part of an effective shelf registration statement filed by MEMP with the SEC.

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 may include “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. 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 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.

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