Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On September 20, 2018, Legacy Reserves LP, a Delaware limited partnership (the Partnership), completed the previously
announced transactions contemplated by the Amended and Restated Agreement and Plan of Merger (the Merger Agreement), dated July 9, 2018, by and among the Partnership, Legacy Reserves Inc., a Delaware corporation (the
Company), Legacy Reserves GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner), and Legacy Reserves Merger Sub LLC, a Delaware limited liability company and a wholly owned
subsidiary of the Company (Merger Sub), and the GP Purchase Agreement (the GP Purchase Agreement), dated March 23, 2018, by and among the Partnership, the General Partner, the Company, Lion GP Interests, LLC (Lion
LLC), Moriah Properties Limited, and Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., DAB Resources, Ltd. and H2K Holdings, Ltd. (such transactions
referred to herein collectively as the Corporate Reorganization). Pursuant to the terms and conditions set forth in the Merger Agreement and the GP Purchase Agreement, upon the consummation of the Corporate Reorganization:
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the Company, which, prior to the Corporate Reorganization, was a wholly owned subsidiary of the General Partner,
acquired all of the issued and outstanding limited liability company interests in the General Partner (the GP Interests) and became the sole member of the General Partner with the General Partner becoming a subsidiary of the Company; and
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the Partnership merged with Merger Sub (the Merger), with the Partnership continuing as the surviving
entity and as a subsidiary of the Company, with the limited partner interests in the Partnership (other than the incentive distribution units in the Partnership (the IDUs)) being exchanged for shares of common stock, par value $0.01, of
the Company (the Common Stock) and the General Partner interest remaining outstanding.
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Merger Agreement
Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), (i) each outstanding unit representing
a limited partner interest in the Partnership (a Unit and collectively, the Units) was converted into the right to receive one share of Common Stock, (ii) each outstanding 8% Series A
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in the Partnership (a Series A Preferred Unit and collectively, the Series A
Preferred Units) was converted into the right to receive 2.92033118 shares of Common Stock, with any rights to accumulated and unpaid distributions discharged, and (iii) each outstanding 8% Series B
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interests in the Partnership (a Series B Preferred Unit and collectively, the Series B
Preferred Units and, together with the Units and Series A Preferred Units, the Partnership Equity) were converted into the right to receive 2.90650421 shares of Common Stock, with any rights to accumulated and unpaid distributions
discharged (such amounts, collectively, the Merger Consideration).
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