Memorial Resource starts roadshow for $350 million five-year PIK notes offer; pricing Friday

By Paul A. Harris

Portland, Ore., Dec. 9 - Memorial Resource Development LLC and Memorial Resource Finance Corp. began a roadshow on Monday for a $350 million offering of five-year senior PIK toggle notes (expected ratings Caa1/B-), according to a syndicate source.

A New York lunch and investor conference call are set to begin at noon ET Monday.

The roadshow includes New York and New Jersey on Tuesday, Boston on Wednesday and California on Thursday and Friday.

The deal is set to price on Friday.

Citigroup Global Markets Inc., BMO Capital Markets Corp. and Wells Fargo Securities LLC are the joint bookrunners. BofA Merrill Lynch, Barclays, BBVA Securities Inc., Capital One Securities, Comerica Securities, Credit Agricole CIB, J.P. Morgan Securities LLC, ING Financial Markets LLC, Natixis Securities North America Inc., RBC Capital Markets LLC, RBS Securities Inc., U.S. Bancorp Investments Inc. and Mitsubishi UFJ Securities (USA) Inc. are the co-managers.

The Rule 144A for life and Regulation S notes become callable after one year at 102.

The notes feature a 100% equity clawback at 102 in year one.

There will be a 75 basis points PIK coupon rate step-up.

Proceeds will be used to finance a distribution to funds managed by NGP Capital Resources Co., to retire the Memorial Resource Development ("MRD") revolver and fund additional liquidity at MRD, including a debt service reserve.

The prospective issuer is a Houston-based upstream master limited partnership focused on the acquisition, production and development of oil and gas properties in the United States.

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