hasagreed to acquire MemorialProduction Partners GP LLC from Memorial Resource Development Corp.for $750,000 in cash, resulting in the partnership becoming a standaloneentity, according to an April 28 news release.

MemorialProduction Partners GP holds the general partner interest and 50% of theincentive distribution rights in Memorial Production Partners. The transaction alsoincludes Memorial Production Partners' acquisition of the other 50% of the incentivedistribution rights held by Natural Gas Partners.

Uponcompletion, which is scheduled in the second quarter of 2016, MemorialProduction Partners will begin operating as an independent entity fullyseparated from Memorial Resource Development, which will no longer own interestin the partnership's outstanding common units, incentive distribution rights orgeneral partner interest.

Thetransaction is expected to simplify corporate and organizational structure,increase focus of the partnership's employee base solely on its portfolio ofassets and allow the partnership to control its own general partner, accordingto the release.

The omnibusagreement through which Memorial Resource Development provided administrative,management and operational services to the general partner and to MemorialResource Partners will also be terminated upon closing of the transaction.

Thetransaction was unanimously approved by the board of directors of the generalpartner and the conflicts committees of Memorial Resource Development andMemorial Production Partners' boards. Evercore acted as financial adviser andRichards Layton & Finger LLP acted as legal adviser to Memorial ProductionPartners' conflicts committee. Akin Gump Strauss Hauer & Feld LLP acted aslegal adviser to the partnership. Piper Jaffray acted as financial adviser andMorris, Nichols, Arsht & Tunnell LLP acted as legal adviser to MemorialResource Development's conflicts committee.