LEGACY RESERVES LP

LEGACY RESERVES LP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

The September 14 note swap was completed on September 20, 2018: $21.004 million of 8% 2020 notes and $109 million of 6.625% 2021 notes were exchanged for $130.004 million of new 8% convertible notes due 2023, plus 105,020 New Legacy shares to the 2020 noteholders. The new notes convert at $6.00 per share, and holders who convert early get a cash payment ($80.00 per $1,000 through Nov 30, 2018, falling to $24.22 by September 19, 2019). The revolver (Eleventh Amendment) and GSO term loan (Sixth Amendment) were amended to allow redeeming senior notes using refinancing debt, equity sale proceeds or equity exchanges. This resolves the pending exchange and, if the notes convert, would add shares.

debt financing

LEGACY RESERVES LP's exchange filed to remove a class of its securities from listing.

listing compliance notice

On September 14, 2018 Legacy agreed to swap $21.004 million of 2020 notes and $109 million of 2021 notes for new 8% convertible notes due 2023 (convertible at $6.00 per share), plus 105,020 New Legacy shares for the 2020 note holders. The swap is expected to close September 20, 2018 and depends on the corporate reorganization closing; lenders under the revolver and the GSO term loan amended their agreements to allow it. This continues the earlier pattern of swapping older notes for other securities, and could add shares if the new notes convert.

capital raising announcement

Legacy sent unitholders the final proxy statement/prospectus for a September 19, 2018 special meeting to vote on the merger that would turn the partnership into a subsidiary of New Legacy, a corporation whose common stock is expected to list on Nasdaq as LGCY. Unitholders also vote on a classified board, a new 2018 incentive plan and an advisory vote on executive compensation. New Legacy would also buy the general partner's interests from Lion GP Interests, LLC for $3.0 million cash. The board unanimously recommends voting for all of these; the filing says the board believes the MLP structure is no longer in the partnership's best interests.

business combination

Legacy settled the preferred unitholders' lawsuit challenging the corporate reorganization: if the Delaware court approves (hearing set for September 12, 2018), Series A and B preferred holders get about 10,730,000 extra New Legacy shares on top of about 16,913,592 under the original terms, and the plaintiff's counsel fees of up to $5.7 million are to be paid from insurance. Under the amended merger agreement signed July 9, each Series A preferred unit converts into 2.92033118 New Legacy shares and each Series B unit into 2.90650421 shares, and a unitholder vote on a classified board is added, though closing does not depend on it. A separate Texas suit (Irish Action) remains, to be dismissed after the merger. This continues the reorganization begun in March 2018.

business combination

Holders of the 8% 2020 notes (about 56.32%) and the 6.625% 2021 notes (about 69.78%) consented to changes in the note agreements, and on April 2, 2018 Legacy signed amendments allowing its planned conversion from a partnership into a corporation (Legacy Reserves Inc., 'New Legacy'). The amendments exclude the reorganization from the 'change of control' definition and add guarantees of the notes by New Legacy and the general partner. This moves forward the corporate reorganization announced March 26, 2018, which still needs unitholder approval.

debt financing

On December 31, 2017 Legacy raised the maximum second lien term loan with GSO from $300 million to $400 million, extended borrowing availability to October 25, 2019, and relaxed the asset coverage covenant from 1.0x to 0.85x during 2018. Legacy also agreed to buy about $187.1 million principal of its 6.625% 2021 notes from Fir Tree funds for about $132.1 million (70 cents per dollar), funded with about $131 million of term loan borrowings on January 5, 2018 plus revolver borrowings for accrued interest. In addition it issued 3.8 million new units plus $2.5 million cash to a Fir Tree affiliate under a one-year standstill and voting agreement. This retires part of the 2021 notes at a discount but swaps it for more secured debt and new units (dilution is an inference).

capital raising announcement

On October 25, 2016 Legacy signed a second lien term loan of up to $300 million with GSO Capital Partners funds as initial lenders. It is secured behind the bank revolver, bears 12.00% interest (partly payable in kind), and matures August 31, 2021 (earlier, August 1, 2020, if $15 million or more of the 8% 2020 notes remain on July 1, 2020); $60 million was drawn at signing to repay debt and the remaining $240 million is available for 12 months. The same day the revolver's borrowing base was cut from $630 million to $600 million with tighter covenants, and GSO got the right to name a ninth board director (D. Dwight Scott of Blackstone/GSO is the initial designee) plus rights to join up to 50% of future debt and equity offerings. This continues the credit tightening seen since the February 2016 amendment.

debt financing

Effective February 19, 2016 Legacy amended its bank credit agreement (Seventh Amendment) with Wells Fargo as agent, cutting the borrowing base from $900 million to $725 million. It also tightened rules on cash sweeps, mortgage coverage (at least 90% of property value) and leverage limits, and set conditions for paying distributions. The amendment allows up to $400 million of secured second lien notes to be issued in exchange for existing senior unsecured notes, and sets limits on buying back preferred units and senior notes. The filing also references a Q4 2015 earnings press release, whose figures are not in the text.

debt financing

On July 31, 2015 Legacy closed both July 3 deals: the $154 million Dew Gathering LLC (WGR) purchase of Texas gas gathering and processing assets, and the $286 million Anadarko oil and gas properties purchase, both subject to customary adjustments. The filing says the required financial statements for the acquisitions will follow later.

asset acquisition disposition

On July 3, 2015 Legacy's operating subsidiary agreed to buy Dew Gathering LLC, which owns natural gas gathering and processing assets in six Texas counties, from WGR Operating LP for $154 million, and oil and gas properties from Anadarko E&P Onshore LLC for $286 million (both subject to customary adjustments). Both deals were expected to close July 31, 2015; the Dew Gathering deal also required clearance of the antitrust waiting period. Together this is $440 million of new purchases, the first acquisition agreements in this record since the Piceance deal in 2014.

material agreement

Cary Brown said he would step down as chief executive and president during the first half of 2015 after running Legacy since its 2005 founding, staying on as chairman. Paul Horne, the operating chief who had led the business from the start, was named successor and added to the board - an internal, pre-announced handover rather than a rupture.

director officer appointment

On October 3, 2014 Legacy agreed to sell 10,000,000 common units at $27.38 to the public ($26.43 net to Legacy), and the underwriters also exercised their option for 1,500,000 more units. Net proceeds are about $303.6 million, to be used for general purposes including future acquisitions or repaying part of the revolver; closing is scheduled October 8, 2014. This adds new common units, which dilutes existing unitholders' ownership share (inference), and is the first common unit sale in this record since November 2012.

material agreement

Nasdaq certified LEGACY RESERVES LP's securities for listing, clearing them to begin trading.

listing compliance notice

On June 10, 2014 Legacy agreed to sell 7,000,000 8.00% Series B preferred units at $25.00 each ($24.2125 net to Legacy), for about $169.2 million net, closing scheduled June 17, 2014, with a 30-day option for 1,050,000 more. The 8% rate applies until June 15, 2024, then three-month LIBOR plus 5.256%. Proceeds will pay down the revolver and go to general purposes. This is a second preferred class after the April Series A, and ranks ahead of common unitholders for distributions (the Series A filing said preferred is senior to units).

material agreement

On June 4, 2014 Legacy closed the Piceance Basin acquisition from a WPX Energy subsidiary, paying $355.0 million in cash (subject to adjustments) plus 300,000 incentive distribution units, of which 100,000 vested immediately and up to 200,000 more can vest with future transactions with Legacy. Its general partner adopted a Third Amended and Restated partnership agreement creating these units and the new distribution policy, which resolves the pending acquisition and amended-agreement items; the stated asset terms are unchanged from May (over 2,600 wells, 276 Bcfe proved reserves). Units not issued to WPX stay in treasury for the benefit of all limited partners.

asset acquisition disposition

On May 22, 2014 Legacy amended its April 2014 credit agreement: the borrowing base rises from $800 million to $950 million once the recently announced acquisitions close and conditions are met. The cap on total debt to EBITDA is temporarily loosened from 4.00x to 4.50x through June 30, 2015, then returns to 4.00x, and minimum hedging requirements were adjusted for the larger base. This gives more borrowing room but also more allowed leverage for the acquisition period.

debt financing

On May 13, 2014 Legacy issued an additional $300 million of its 6.625% Senior Notes due 2021 at 99% of face value, for net proceeds of about $291.5 million, adding to the $250 million issued in May 2013 (so $550 million of these notes in total, by inference). The money is to fund part of the cash price of the Piceance Basin acquisition and general purposes, and meanwhile pays down the revolver; Legacy must offer to swap the notes for registered ones within 365 days. The same filing says the underwriters exercised in full their option for 300,000 more Series A preferred units, about $7.3 million net, closed May 12, and earmarked for the pending Chaves County, New Mexico and Sheridan County, Montana oil-weighted acquisitions.

debt financing

On May 2, 2014 Legacy agreed to buy a non-operated interest in Piceance Basin gas properties (Garfield County, Colorado) from a WPX Energy subsidiary for $355.0 million in cash plus a new class of incentive distribution units. The properties are 2,730 wells, with a working interest of about 29% rising to about 37% on Jan 1, 2015 and about 41% on Jan 1, 2016, and internally estimated proved reserves of 276 Bcfe (100% proved developed producing; 83% gas). Closing is expected before the end of June 2014 and requires an amended partnership agreement (no unitholder vote needed). The filing also describes a revised distribution policy under which the incentive units get extra cash distributions once payouts to unitholders pass targets set above current levels. This appears to be the larger of the two acquisitions announced March 26, 2014 (inference); the same 8-K carries a results press release (Item 2.02) whose figures are not in the text shown.

material agreement

Nasdaq certified LEGACY RESERVES LP's securities for listing, clearing them to begin trading.

listing compliance notice

On April 10, 2014 Legacy agreed to sell 2,000,000 8% Series A cumulative redeemable perpetual preferred units at $25.00 each, with net proceeds of about $48.1 million, plus a 30-day option for 300,000 more. Closing is scheduled for April 17, 2014. The proceeds are meant to fund part of certain acquisitions (the two pending deals announced March 26, 2014, by inference) and general purposes, and will pay down the revolver in the meantime. The preferred units pay 8% until April 15, 2024, then a floating rate of three-month LIBOR plus 5.24%, and rank as a new class of equity alongside the common units.

material agreement

On April 1, 2014 Legacy signed a new five-year $1.5 billion secured revolving credit facility with Wells Fargo as agent, maturing April 1, 2019, replacing the March 2011 facility, which was repaid in full with the first borrowings. The borrowing base is $800 million (not conditional on the closing of two acquisitions announced March 26, 2014) with about $360 million drawn and about $440 million available. Key covenants cap total debt at 4.00x EBITDA, and the facility is secured by over 80% of oil and gas property value.

debt financing

On May 22, 2013 Legacy agreed to sell $250 million of 6.625% Senior Notes due 2021 at 98.405% of face, for about $240.6 million of net proceeds. The money is for general partnership purposes including potential future acquisitions, and meanwhile will pay down the revolving credit facility. This is a second notes issue after the $300 million 8% notes of Dec 2012.

debt financing

Legacy closed the $520 million cash purchase of Permian Basin properties from Concho Resources on Dec 20, 2012, resolving the pending deal from November. It was paid for with the net proceeds of the 9,170,000-unit offering (including a partial exercise of the underwriters' option) and the $300 million senior notes. Separately, the bank credit facility's borrowing base rose from $600 million to $800 million in a Fourth Amendment, with six new lenders joining (Barclays, BB&T, IberiaBank, JPMorgan, Sovereign, Texas Capital).

asset acquisition disposition

On Dec 4, 2012 Legacy issued the $300 million 8% Senior Notes due Dec 1, 2020 under an indenture with Wells Fargo as trustee, with interest paid each June 1 and Dec 1 starting June 1, 2013. Proceeds are held in escrow pending the Concho acquisition, with mandatory redemption if it doesn't close by Jan 31, 2013. The notes carry covenants restricting things like paying distributions, selling assets and taking on more debt, and Legacy agreed to register an exchange offer for the notes.

debt financing

Legacy agreed on Nov 19, 2012 to sell $300 million of 8% Senior Notes due 2020 to initial purchasers at 97.848% of face, for about $286.5 million of net proceeds. The money is meant to fund part of the $520 million Concho Permian acquisition and sits in escrow until it closes; if the deal isn't closed by Jan 31, 2013 or is terminated, the notes are redeemed at 97.848% plus accrued interest. This continues the Concho acquisition funding, alongside the Nov 2012 unit offering and credit facility.

debt financing

Legacy agreed to sell 8,700,000 new units at $24.80 each ($23.808 net), with an option for 1,305,000 more, closing November 15, 2012, to help fund the $520 million Concho acquisition (the acquisition filing says part would be equity-funded). This dilutes existing unitholders. Lenders also granted a limited waiver, covering interest rate hedging and borrowing base reductions on any senior note issuance, until the earlier of January 31, 2013 or the borrowing base redetermination at closing. About $522 million was borrowed under the credit facility as of November 9, 2012, including a $52 million deposit on the acquisition, and Legacy plans to seek an interim borrowing base redetermination at closing.

material agreement

On November 5, 2012 Legacy agreed to buy Permian Basin properties from Concho Resources subsidiaries for $520 million, far larger than its earlier deals with Concho ($105 million in 2010). The properties hold an estimated 25.6 MMBoe of proved reserves (62% oil) and are expected to produce 5,238 Boe/d from 1,584 wells. Closing is expected in December 2012, with funding from a mix of new equity, credit facility borrowings, or possibly debt securities. Legacy expects about $80 million of added operating cash flow in 2013 under the stated price assumptions.

material agreement

Legacy sold 3,400,000 new units at $28.85 each ($27.696 net of underwriting discount), with a 30-day option for the underwriters to buy 510,000 more, closing November 14, 2011. This continues the pattern of unit offerings (last at $25.36 in November 2010) and dilutes existing unitholders; the filing does not state the use of proceeds.

material agreement

On March 10, 2011 Legacy replaced its 2009 credit facility with a new five-year $1 billion secured revolver (BNP Paribas as agent) maturing March 10, 2016. The borrowing base is $500 million, with $348 million drawn and $152 million available; the first drawings paid off the old facility in full. The leverage limit (total debt to EBITDA) is now 4.00x versus 3.75x before, and Legacy may issue up to $500 million of senior notes (previously $250 million).

debt financing

Legacy completed the Permian Basin purchase from a Concho Resources subsidiary on December 22, 2010 for $103.3 million in cash, subject to post-closing adjustments. This is slightly below the $105 million contract price announced in November and completes that pending deal.

asset acquisition disposition

Legacy sold 3,000,000 new units at $25.36 each ($24.29 net of underwriting discount), and the underwriters exercised their option in full for 450,000 more, for 3,450,000 units in total, closing November 23, 2010. This follows the January 2010 offering at $20.42 and means further dilution for existing unitholders; the filing does not state the use of proceeds (inference: it may relate to the pending Concho acquisition, but the text does not say so).

material agreement

On November 5, 2010 Legacy agreed to buy Permian Basin oil and gas properties from a Concho Resources subsidiary (COG Operating LLC) for $105 million, expected to close around December 22, 2010 and to be funded by borrowings under its existing credit facility. The properties produce 1,419 barrels of oil equivalent per day (47% oil), have estimated proved reserves of 5.8 MMBoe, and over 95% sit near Legacy's existing operations. Legacy also entered crude oil swaps for 2011-2015 (209,698 barrels in 2011 at $88.90, falling to 145,051 barrels in 2015 at $90.50), described as tied to the acquisition and recent development activity.

material agreement

Legacy amended its March 2009 bank credit facility effective March 31, 2010, raising the borrowing base from $340 million to $410 million. The amendment also lets Legacy issue up to $250 million of senior notes (which would cut the borrowing base by 25% of the notes' face value, or $62.5 million for a full $250 million) and keeps hedging counterparties that leave the lender group secured alongside the lenders. This follows the Wyoming acquisition, for which an interim borrowing base increase had been requested; the filing does not mention Wyoming, so linking the two is an inference.

material agreement

Legacy closed the Wyoming acquisition from St. Mary Land & Exploration on February 17, 2010, buying thirteen operated oil fields in the Big Horn and Wind River Basins for about $125.2 million in cash, subject to adjustments. This is below the $130 million price announced in December 2009 and completes that pending deal.

asset acquisition disposition

Legacy sold 4,250,000 new units to the public at $20.42 each ($19.56 net of underwriting discount), and the underwriters took their full option for another 637,500 units, for 4,887,500 units in total. Closing was scheduled for January 15, 2010. This follows the September 2009 offering at $15.85, and the filing does not state the use of proceeds (an inference is that it relates to the pending Wyoming purchase, but the text does not say so). Existing unitholders are diluted.

material agreement

Legacy agreed on December 17, 2009 to buy working interests in 13 operated oil fields in Wyoming's Big Horn and Wind River Basins from St. Mary Land & Exploration for $130 million, with closing expected February 2010 and funding from its credit facility. Legacy has asked its lenders for an interim borrowing base redetermination, and the lenders waived the 85% hedging limit tied to this deal. It also entered oil and gas swaps for 2010-2014 covering 1,792,389 barrels of oil and 717,600 MMBtu of gas on the Wyoming properties, plus additional ANR-Oklahoma and Waha gas swaps for existing assets.

material agreement

Legacy sold 3,300,000 new units to the public at $15.85 each ($15.18 net of underwriting discount), and the underwriters took their full option for another 495,000 units, for 3,795,000 units in total. Closing was scheduled for September 18, 2009. The filing does not state how the proceeds will be used. Existing unitholders are diluted by the new units.

material agreement

On March 27, 2009 Legacy replaced its 2006 credit facility with a new three-year $600 million secured revolver maturing April 1, 2012. The borrowing base is $340 million, below the $383.76 million set in October 2008, and $300 million is already drawn, leaving $40 million available. Borrowings are secured by mortgages on over 80% of its oil and gas properties and a pledge of its operating subsidiaries. Interest margins are higher (LIBOR plus 2.25%-3.0%), and the total debt to EBITDA cap stays at 3.75 times. The initial borrowings paid off the old facility.

debt financing

Legacy closed the Pantwist acquisition from Cano Petroleum on October 1, 2008 for about $40.8 million in cash, slightly below the $42.7 million announced in September. It also signed a Fifth Amendment raising the borrowing base to $383.76 million, with higher interest margins (LIBOR plus 1.50%-2.125%) and a new covenant capping total debt at 3.75 times EBITDA. Royal Bank of Canada and Wells Fargo joined the lenders and Comerica left. Legacy also added interest rate swaps on $100 million of borrowings at a weighted average fixed 3.185% through October 2011. Whether Pantwist requires separate financial statements is still undecided.

asset acquisition disposition

Legacy agreed on September 5, 2008 to buy Pantwist, LLC from Cano Petroleum for about $42.7 million, with closing expected October 1, 2008 and funding from its credit facility. Pantwist owns oil and gas properties in four Texas Panhandle counties. Legacy also locked in fixed prices through commodity swaps covering 2008-2012: 453,000 barrels of oil at $109.125 and 943,100 MMBtu of gas at $8.10.

material agreement

Legacy closed the previously announced acquisition (called the COP III Acquisition) on April 30, 2008 for about $82 million, paying $50.6 million in cash and issuing 1,345,291 units. The cash portion came in below the $55 million estimated in March. The properties are mainly in the Permian Basin of West Texas and southeastern New Mexico, with some in Oklahoma and Kansas. Legacy has not yet decided whether the deal is large enough to require separate financial statements.

asset acquisition disposition

Legacy agreed on March 13, 2008 to buy Permian Basin (plus some Oklahoma and Kansas) oil and gas properties from private third parties for about $82 million: $55 million cash plus 1,345,291 newly issued units. The cash is to be borrowed under the existing credit facility, and closing is expected in April 2008. Legacy also entered interest rate swaps on $60 million of its borrowings, paying floating and receiving a fixed 2.68%, running April 2008 to April 2011. The unit issuance means existing unitholders are diluted.

capital raising announcement

Legacy sold 3,642,369 new units to institutional investors in a private placement at $20.50 each (about $75 million), closed November 8, 2007. Proceeds are to mainly repay credit-facility debt that funded the roughly $74 million of October acquisitions. This adds units for existing holders (dilution is an inference). Legacy must register the units within 90 days, with liquidated damages if not effective within 180 days.

capital raising announcement

On October 24, 2007 Legacy amended its credit agreement again: maximum credit rose to $500 million and the borrowing base to $225 million (from $150 million after the May amendment). Fortis Capital and Compass Bank were added as lenders; Eurodollar loans bear LIBOR plus 1.000%-1.750%. This follows the October acquisitions, though the filing does not link them.

debt financing

The Texas Panhandle acquisition announced in September closed October 1, 2007: properties bought from The Operating Company and private parties for about $60.5 million in cash, matching the agreed price. Required financial statements will be filed later.

asset acquisition disposition

On August 31, 2007 Legacy agreed to buy Texas Panhandle producing properties from private parties for $60.5 million in cash, with closing expected in October 2007. Separately, on August 29 it entered interest rate swaps (October 2007 to November 2011) on $54 million notional, paying floating and receiving fixed rates of 4.8075% to 4.82%.

material agreement

The East Binger acquisition from Nielson & Associates closed April 16, 2007 on the announced terms: about $45 million, paid $30 million in cash plus 611,247 new Legacy units. Nielson received rights to have those units included in future registration statements. Financial statements for the deal are to be filed later.

asset acquisition disposition

Legacy's operating subsidiary agreed on March 20, 2007 to buy producing properties in the East Binger (Marchand) Unit, Caddo County, Oklahoma from Nielson & Associates for about $45 million: $30 million in cash and 611,247 Legacy units (the remainder). Closing is expected in mid-April 2007, subject to conditions, and the deal is not conditioned on financing.

capital raising announcement

Legacy closed its initial public offering on January 18, 2007: 6,900,000 units sold at $19.00 each to the public ($17.67 net of underwriting discounts), including the full 900,000-unit underwriters' option exercised January 17. This completes the offering priced January 11 and follows the January 12 prospectus supplement; the filing does not state the total proceeds or how they will be used.

material agreement

Nasdaq certified LEGACY RESERVES LP's securities for listing, clearing them to begin trading.

listing compliance notice