Delaware
|
001-38668
|
82-4919553
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
303 W. Wall Street, Suite 1800
Midland, Texas
|
79701
|
|
(Address of principal executive offices) | (Zip Code) |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Ticker symbol(s)
|
Name of each exchange on which registered
|
Common stock, par value $0.01
|
LGCY
|
NASDAQ Stock Market LLC
|
Item 1.01 |
Entry into a Material Definitive Agreement
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
Name
|
For
|
Withheld
|
Broker Non-Votes
|
|||
Paul T. Horne
|
7,873,066
|
5,694,170
|
50,414,510
|
|||
Kyle D. Vann
|
6,116,736
|
7,450,500
|
50,414,510
|
|||
William R. Granberry
|
6,143,584
|
7,423,652
|
50,414,510
|
|||
G. Larry Lawrence
|
7,479,987
|
6,087,249
|
50,414,510
|
|||
James Daniel Westcott
|
7,933,749
|
5,633,487
|
50,414,510
|
|||
Douglas W. York
|
6,347,916
|
7,219,320
|
50,414,510
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
57,704,498
|
2,299,477
|
3,977,771
|
0
|
Item 9.01 |
Financial Statements and Exhibits
|
Exhibit No.
|
Description
|
|
Forbearance to Third Amended and Restated Credit Agreement dated as of May 31, 2019, among Legacy Reserves LP, as borrower,
the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto
|
||
Forbearance to Term Loan Credit Agreement dated as of May 31, 2019, among Legacy Reserves LP, as borrower, the guarantors
party thereto, Cortland Capital Market Services LLC, as administrative agent, and the lenders party thereto
|
Legacy Reserves Inc.
|
||
Dated: June 6, 2019
|
By:
|
/s/ James Daniel Westcott
|
|
Name:
Title:
|
James Daniel Westcott
Chief Executive Officer
|
Section 1. |
Defined Terms
.
|
Section 3. |
Forbearance Agreement; Miscellaneous
.
|
Section
4.
|
Miscellaneous
.
|
BORROWER:
|
LEGACY RESERVES LP
|
|
By:
|
Legacy Reserves GP, LLC
,
|
|
its general partner
|
||
By:
|
Legacy Reserves Inc.,
|
|
its sole member
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
GUARANTORS:
|
LEGACY RESERVES OPERATING LP
|
|
By:
|
Legacy Reserves Operating GP LLC
,
its general partner
|
|
By:
|
Legacy Reserves LP
, its sole
member
|
|
By:
|
Legacy Reserves GP, LLC
, its
general partner
|
|
By:
|
Legacy Reserves Inc.
, its sole
member
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
LEGACY RESERVES OPERATING GP LLC
|
||
By:
|
Legacy Reserves LP
, its sole
member
|
|
By:
|
Legacy Reserves GP, LLC
, its
general partner
|
|
By:
|
Legacy Reserves Inc.
, its sole
member
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
LEGACY RESERVES GP, LLC
|
||
By:
|
Legacy Reserves Inc.
,
its sole
member
|
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
LEGACY RESERVES SERVICES LLC
|
|
DEW GATHERING LLC
|
|
PINNACLE GAS TREATING LLC
|
|
LEGACY RESERVES ENERGY SERVICES LLC
|
|
LEGACY RESERVES INC.
|
|
LEGACY RESERVES MARKETING LLC
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION
, as Administrative
Agent, a
Lender, Issuing Lender
|
|
By:
|
/s/ Brett Steele
|
Name:
|
Brett Steele
|
Title:
|
Director
|
LENDERS
:
|
BANK OF AMERICA, N.A.
|
|
By:
|
/s/ Jacob Carson
|
Name:
|
Jacob Carson
|
Title:
|
Vice President
|
COMPASS BANK
|
||
By:
|
/s/ Rachel Festervand
|
Name:
|
Rachel Festervand
|
Title:
|
Sr. Vice President
|
ROYAL BANK OF CANADA
|
||
By:
|
/s/ Leslie P. Vowell
|
Name:
|
Leslie P. Vowell
|
Title:
|
Attorney-in-Fact
|
U.S. BANK NATIONAL ASSOCIATION
|
||
By:
|
/s/ Karen Boyer
|
Name:
|
Karen Boyer
|
Title:
|
Senior Vice President
|
JPMORGAN CHASE BANK, N.A.
|
||
By:
|
/s/ Gerri King
|
Name:
|
Gerri King
|
Title:
|
Authorized Officer
|
CREDIT AGRICOLE CORPORATE
AND INVESTMENT BANK
|
||
By:
|
/s/ Pierre Bennaim
|
Name:
|
Pierre Bennaim
|
Title:
|
Managing Director
|
By:
|
/s/ Kathleen Sweeney
|
Name:
|
Kathleen Sweeney
|
Title:
|
Managing Director
|
BARCLAYS BANK, PLC
|
||
By:
|
/s/ Sydney G. Dennis
|
N
ame:
|
Sydney G. Dennis
|
Title:
|
Director
|
BMO HARRIS FINANCING, INC.
|
||
By:
|
/s/ Melissa Guzmann
|
Name:
|
Melissa Guzmann
|
Title:
|
Director
|
BANC OF AMERICA CREDIT
PRODUCTS, INC.
|
||
By:
|
/s/ Margaret Sang
|
Name:
|
Margaret Sang
|
Title:
|
Authorized Signatory
|
AG ENERGY FUNDING, LLC
|
||
By:
|
/s/ Todd Dittmann
|
Name:
|
Todd Dittmann
|
Title:
|
Authorized Signatory
|
BP ENERGY COMPANY
|
||
By:
|
/s/ Timothy Yee
|
Name:
|
Timothy Yee
|
Title:
|
Attorney-in-Fact
|
BORROWER:
|
LEGACY RESERVES LP
|
|
|
||
|
By:
|
Legacy
Reserves GP, LLC
,
its general partner
|
|
||
By:
|
Legacy Reserves Inc.,
its sole member
|
|
||
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
GUARANTORS:
|
LEGACY RESERVES OPERATING LP
|
|
|
||
By:
|
Legacy
Reserves Operating GP LLC
, its general partner
|
|
By:
|
Legacy
Reserves LP
, its sole member
|
|
By:
|
Legacy
Reserves GP, LLC
, its general partner
|
|
By:
|
Legacy
Reserves Inc.
, its sole member
|
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
LEGACY RESERVES OPERATING GP LLC
|
||
|
||
By:
|
Legacy
Reserves LP
, its sole member
|
|
By:
|
Legacy
Reserves GP, LLC
, its general partner
|
|
By:
|
Legacy Reserves Inc.
, its sole
member
|
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
LEGACY RESERVES GP, LLC
|
||
|
||
By:
|
Legacy Reserves Inc.
, its sole
member
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
LEGACY RESERVES SERVICES LLC
|
|
DEW GATHERING LLC
|
|
PINNACLE GAS TREATING LLC
|
|
LEGACY RESERVES ENERGY SERVICES LLC
|
|
LEGACY RESERVES INC.
|
|
LEGACY RESERVES MARKETING LLC
|
By:
|
/s/ James Daniel Westcott
|
|
James Daniel Westcott
|
||
Chief Executive Officer
|
CORTLAND CAPITAL MARKET
SERVICES LLC
, as Administrative
Agent
|
||
By:
|
/s/
Matthew Trybula
|
Name:
|
Matthew Trybula
|
|
Title:
|
Associate Counsel
|
GSO ENERGY SELECT
OPPORTUNITIES FUND LP
|
|
|
By:
GSO Energy Select Opportunities Associates
LLC
, its general partner
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
|
GSO ENERGY PARTNERS-A LP
By:
GSO Energy Partners-A Associates
LLC
, its general partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
|
GSO ENERGY PARTNERS-B LP
By:
GSO Energy Partners-B Associates
LLC
, its general partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
|
GSO ENERGY PARTNERS-C LP
By:
GSO Energy Partners-C Associates
LLC
, its general partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
|
GSO ENERGY PARTNERS-C II LP
By:
GSO Energy Partners-C Associates II
LLC
, its general partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
GSO ENERGY PARTNERS-D LP
By:
GSO Energy Partners-D Associates
LLC
, its general partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
|
GSO PALMETTO OPPORTUNISTIC
INVESTMENT PARTNERS LP
By:
GSO Palmetto Opportunistic
Associates LLC
, its general
partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
GSO CSF III HOLDCO LP
|
|
By:
GSO Capital Solutions Associates III
LP, its general partner
|
|
By:
GSO
Capital Solutions Associates III
(Delaware) LLC, its general partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|
GSO AIGUILLE DES GRAND MONTETS
FUND II LP
|
|
By:
GSO Aiguille des Grand Montets
Associates LLC, its general partner
|
|
By:
/s/ Marisa J. Beeney
|
|
Name: Marisa J. Beeney
|
|
Title: Authorized Signatory
|