MIDLAND, Texas, April 2, 2018 /PRNewswire/ -- Legacy
Reserves LP ("Legacy") (NASDAQ: LGCY) announced today the results
of the previously announced consent solicitations (the "Consent
Solicitations") through which Legacy and Legacy Reserves Finance
Corporation (together, the "Issuers") solicited consents
("Consents") from holders of the Issuers' 8% Senior Notes due 2020
(the "2020 Notes") and 6.625% Senior Notes Due 2021 (the "2021
Notes" and, together with the 2020 Notes, the "Notes") to amend
certain terms of the indentures (each, an "Indenture" and,
together, the "Indentures") governing the Notes. Adoption of the
amendments with respect to each Indenture required the consent of
holders of a majority in principal amount of the Notes outstanding
subject to such Indenture (the "Requisite Consents"). The Consent
Solicitations were commenced in connection with the announcement of
Legacy's intent to consummate a transaction that would result in
Legacy and its general partner, Legacy Reserves GP, LLC, becoming
subsidiaries of a newly formed Delaware corporation, Legacy Reserves Inc.
("New Legacy"), and Legacy's unitholders and preferred unitholders
becoming common stockholders of New Legacy (such transaction
referred to herein as the "Corporate Reorganization").
The Consent Solicitations expired at 5:00
P.M., New York City time,
on March 30, 2018 (the "Expiration
Time"). As of the Expiration Time, the Issuers had received
Consents from holders of approximately 56.32% in aggregate
principal amount of the 2020 Notes and from holders of
approximately 69.78% in aggregate principal amount of the 2021
Notes. Having obtained the Requisite Consents, the amendments to
the Indentures were effected by way of supplemental indentures to
the relevant Indentures, with certain of the amendments not to
become effective until consummation of the Corporate
Reorganization. As a result, revocation rights with respect to each
series of Notes have been terminated. In the event that the
Corporate Reorganization is not consummated on or prior to
December 31, 2018 or the Company
publicly announces that it is no longer pursuing the Corporate
Reorganization, the amendments to the Indentures will cease to be
of any force and effect.
The Issuers have retained Morrow Sodali LLC to act as
solicitation, information and tabulation agent for the Consent
Solicitations. Requests for documents and questions regarding the
Consent Solicitations may be directed to Morrow Sodali LLC at (800)
662-5200 or by email to LGCYinfo@morrowsodali.com.
This announcement is for information purposes only and does not
constitute an offer to purchase Notes, a solicitation of an offer
to sell Notes or a solicitation of Consents of holders of the Notes
and shall not be deemed to be an offer to purchase, a solicitation
of an offer to sell or a solicitation of consents with respect to
any securities of the Issuers, or their respective subsidiaries or
affiliates.
About Legacy Reserves LP
Legacy Reserves LP is a
master limited partnership headquartered in Midland, Texas focused on the development of
oil and natural gas properties primarily located in the Permian
Basin, East Texas, Rocky Mountain
and Mid-Continent regions of the United
States. Additional information is available at
www.LegacyLP.com.
Additional Information and Where to Find It
In connection with the proposed corporate reorganization between
the Partnership and New Legacy (the "Transaction"), New Legacy will
prepare and file with the U.S. Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 that will include
a proxy statement of Legacy and a prospectus of New Legacy (the
"proxy statement/prospectus") which Legacy plans to mail to its
unitholders to solicit approval for the merger.
INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
LEGACY AND NEW LEGACY, AS WELL AS THE TRANSACTION AND RELATED
MATTERS.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
A free copy of the proxy statement/prospectus and other filings
containing information about Legacy and New Legacy may be obtained
at the SEC's Internet site at www.sec.gov. In addition, the
documents filed with the SEC by Legacy and New Legacy may be
obtained free of charge by directing such request to: Legacy
Reserves LP, Attention: Investor Relations, at 303 W. Wall, Suite
1800, Midland, Texas 79701 or
emailing IR@legacylp.com or calling 855-534-5200. These documents
may also be obtained for free from Legacy's investor relations
website at https://www.legacylp.com/investor-relations.
Legacy and its general partner's directors, executive officers,
other members of management and employees may be deemed to be
participants in the solicitation of proxies from Legacy's
unitholders in respect of the Transaction that will be described in
the proxy statement/prospectus. Information regarding the directors
and executive officers of Legacy's general partner is contained in
Legacy's public filings with the SEC, including its definitive
proxy statement on Form DEF 14A filed with the SEC on April 10, 2017 and its Current Report on Form 8-K
filed with the SEC on February 21,
2018.
A more complete description will be available in the
registration statement and the proxy statement/prospectus.
Cautionary Statement Relevant to Forward-Looking
Information
Certain statements in this press release are "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, including, without limitation, statements
regarding the expected benefits of the Transaction to Legacy and
its limited partners, 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 press release that
address activities, events or developments that Legacy expects,
believes or anticipates will or may occur in the future, are
forward-looking statements. 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 Legacy, which could cause
results to differ materially from those expected by management of
Legacy. 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 Legacy'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 press release.
Unless legally required, Legacy undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
CONTACT:
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Legacy Reserves
LP
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Dan
Westcott
|
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President and Chief
Financial Officer
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432-689-5200
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SOURCE Legacy Reserves LP