Legacy Reserves LP (NASDAQ:LGCY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 of this Current Report on Form 8-K, upon the consummation of the Corporate Reorganization:
| • | New Legacy, which is currently a wholly owned subsidiary of the General Partner, will acquire all of the issued and outstanding limited liability company interests in the General Partner and will become the sole member of the General Partner (the “Proposed GP Acquisition”), as described under the caption “GPPurchase Agreement”; and |
| • | the Partnership will merge with Legacy Reserves Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of New Legacy (“Merger Sub”), with the Partnership continuing as the surviving entity and as a subsidiary of NewLegacy, the limited partner interests of the Partnership other than the incentive distribution units in the Partnership (the “IDUs”) being exchanged for New Legacy common stock and the General Partner interest remaining outstanding, as described under the caption “Merger Agreement”. |
Cautionary Statement Relevant to Forward-Looking Information
This communication includes “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the expected benefits of the Transaction to the Partnership and its unitholders, the anticipated completion of the Transaction or the timing thereof, the expected future growth, dividends, distributions of the reorganized company, and plans and objectives of management for future operations. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future, are forward-looking statements.
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Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimated,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the control of the Partnership, which could cause results to differ materially from those expected by management of the Partnership. Such risks and uncertainties include, but are not limited to, realized oil and natural gas prices; production volumes, lease operating expenses, general and administrative costs and finding and development costs; future operating results; and the factors set forth under the heading “Risk Factors” in the Partnership’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Unless legally required, the Partnership undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 1.01 Exhibits.
(d) Exhibits.
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ExhibitNo. |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of March23, 2018, by and among Legacy Reserves Inc., Legacy Reserves Merger Sub LLC, Legacy Reserves LP and Legacy Reserves GP, LLC. |
| 2.2 | GP Purchase Agreement, dated as of March 23, 2018, by and among Legacy Reserves Inc., Legacy Reserves LP, Legacy Reserves GP, LLC, Lion GP Interests, LLC, Moriah Properties Limited, Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., DAB Resources, Ltd. and H2K Holdings, Ltd. |
| 3.1 | Third Amendment to Amended and Restated Limited Liability Company Agreement of Legacy Reserves GP, LLC. |
| 10.1 | Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of March 23, 2018, by and among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto. |
| 10.2 | Fourth Amendment to Term Loan Credit Agreement, dated as of March23, 2018, by and among Legacy Reserves LP, Cortland Capital Market Services LLC and the lenders party thereto. |
| 10.3 | Amended and Restated Director Nomination Agreement, dated as of March23, 2018, by and among Legacy Reserves GP, LLC, Legacy Reserves Inc. and GSO Capital Partners LP. |
| 99.1 | Press release, dated March26, 2018. |
| 99.2 | Form of Second Supplemental Indenture (related to 8% Senior Notes due 2020). |
| 99.3 | Form of Second Supplemental Indenture (related to 6.625% Senior Notes due 2021). |
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LEGACY RESERVES LP ExhibitEX-2.1 2 d558977dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 23,…To view the full exhibit click here
About Legacy Reserves LP (NASDAQ:LGCY)
Legacy Reserves LP (Legacy) is a master limited partnership company. The Company is focused on the acquisition and development of oil and natural gas properties located in the Permian Basin, Rocky Mountain and Mid-Continent regions of the United States. The Company has proved reserves of approximately 164.2 million barrels of crude oil equivalent (MMBoe), of which over 73% are natural gas, approximately 27% are oil and natural gas liquids (NGLs) and over 97% are classified as proved developed producing. The Company has completed approximately 140 acquisitions of oil and natural gas properties. It owns interests in producing oil and natural gas properties in over 720 fields in the Permian Basin, East Texas, Piceance Basin of Colorado, Texas Panhandle, Wyoming, North Dakota, Montana, Oklahoma and several other states. Legacy’s fields and regions include East Texas, Spraberry/War San, Piceance Basin, Lea, Texas Panhandle, Deep Rock, Shafter Lake, Jalmat, Winchester and Denton.
