1 Oct 2018listing compliance notice▼ BadMajor
LEGACY RESERVES LP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Oct 2018securities registration● Neutral
LEGACY RESERVES LP amended an already-effective registration statement.
21 Sept 2018debt financing● NeutralMajor
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.
20 Sept 2018listing compliance notice● NeutralMajor
LEGACY RESERVES LP's exchange filed to remove a class of its securities from listing.
18 Sept 2018business combination● Neutral
Ahead of the September 19 unitholder vote on the reorganization into New Legacy, the boards approved a change letting executives who hold cash-settled phantom units choose to reinvest that cash in New Legacy stock. They must do so as needed to keep total cash paid for merger-related incentive awards at or under $30 million. Unvested incentive awards fully vest when the merger closes, and the cash awards are to be paid within 74 days after closing. This continues the reorganization thread; no new figures on the merger terms themselves.
14 Sept 2018capital raising announcement● NeutralMajor
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.
7 Aug 2018quarterly activities report▼ Bad
LEGACY RESERVES LP reported quarterly revenue of $139.3 million and a net loss of $50.7 million for the period ended 2018-06-30.
3 Aug 2018business combination● NeutralMajor
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.
1 Aug 2018quarterly activities report▼ Bad
LEGACY RESERVES LP reported quarterly revenue of $139.3 million and a net loss of $50.7 million for the period ended 2018-06-30.
12 July 2018business combination● NeutralMajor
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.
3 May 2018quarterly activities report● Neutral
LEGACY RESERVES LP reported quarterly revenue of $137.5 million and net income of $64.4 million for the period ended 2018-03-31.
2 May 2018quarterly activities report● Neutral
LEGACY RESERVES LP reported quarterly revenue of $137.5 million and net income of $64.4 million for the period ended 2018-03-31.
30 Apr 2018substantial holder notice● Neutral
Baines Creek Partners, L.P., Kevin Tracy, Brian Williams reported no remaining LEGACY RESERVES LP shareholding in its periodic institutional filing.
2 Apr 2018debt financing● NeutralMajor
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.
23 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 191,989 shares on the open market at $2.47.
23 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 295,029 shares on the open market.
21 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP director Cary D Brown exercised stock options for 143,822 shares and disposed of 143,822 shares.
21 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP CAO and Controller Micah C. Foster exercised stock options for 13,578 shares and disposed of 19,641 shares.
21 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP EVP and CFO James Daniel Westcott exercised stock options for 56,322 shares and disposed of 79,948 shares.
21 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP Chairman, President and CEO Paul T Horne exercised stock options for 61,149 shares and disposed of 85,298 shares.
21 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP EVP and CDO Kyle A Mcgraw exercised stock options for 50,690 shares and disposed of 72,373 shares.
21 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP VP, GC and Secretary Dan G. Leroy exercised stock options for 15,690 shares and disposed of 22,696 shares.
20 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 457,872 shares on the open market.
14 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 374,106 shares on the open market.
14 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 374,106 shares on the open market.
9 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 341,034 shares on the open market.
8 Feb 2018director interest notice● Neutral
Baines Creek Capital, LLC became a LEGACY RESERVES LP 10%+ owner and company insider (initial ownership filing).
6 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 526,000 shares on the open market.
1 Feb 2018director interest notice● Neutral
LEGACY RESERVES LP 10%+ owner Baines Creek Capital, LLC bought 275,200 shares on the open market.
30 Jan 2018substantial holder notice● Neutral
Baines Creek Partners, L.P., Kevin Tracy, Brian Williams reported a LEGACY RESERVES LP shareholding of 632,183 shares (8.80% of votes) in a periodic institutional filing.