Delaware
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001-38668
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82-4919553
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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303 W. Wall Street, Suite 1800
Midland, Texas
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79701
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(Address of principal executive offices)
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(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01
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LGCY
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NASDAQ Stock Market LLC
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Emerging growth company
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☐ |
Item 1.01 |
Entry into a Material Definitive Agreement
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Item 9.01 |
Financial Statements and Exhibits
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Exhibit No.
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Description
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Second Forbearance to Third Amended and Restated Credit Agreement dated as of June 7, 2019, among Legacy Reserves LP, as borrower, the guarantors party thereto, Wells
Fargo Bank, National Association, as administrative agent, and the lenders party thereto
|
||
Second Forbearance to Term Loan Credit Agreement dated as of June 7, 2019, among Legacy Reserves LP, as borrower, the guarantors party thereto, Cortland Capital
Market Services LLC, as administrative agent, and the lenders party thereto
|
||
Third Forbearance to Third Amended and Restated Credit Agreement dated as of June 12, 2019, among Legacy Reserves LP, as borrower, the guarantors party thereto, Wells
Fargo Bank, National Association, as administrative agent, and the lenders party thereto
|
||
Third Forbearance to Term Loan Credit Agreement dated as of June 12, 2019, among Legacy Reserves LP, as borrower, the guarantors party thereto, Cortland Capital
Market Services LLC, as administrative agent, and the lenders party thereto
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Legacy Reserves Inc.
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||
Dated: June 13, 2019
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By:
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/s/ James Daniel Westcott
|
Name: | James Daniel Westcott | |
Title:
|
Chief Executive Officer
|
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.
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By:
/s/ Kevin M. Behan
|
|
Name: Kevin M. Behan
|
|
Title: Managing Director
|
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
|
JPMORGAN CHASE BANK, N.A.
|
|
By:
/s/ Stephanie Balette
|
|
Name: Stephanie Balette
|
|
Title: Authorized Officer
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
|
|
By:
/s/ Pierre Bennaim
|
|
Name: Pierre Bennaim
|
|
Title: Managing Director
|
|
By:
/s/ Kathleen Sweeney
|
|
Name: Yuriy Tsyganov
|
|
Title: Managing Director
|
BMO HARRIS FINANCING, INC.
|
|
By:
/s/ Matthew Davis
|
|
Name: Matthew Davis
|
|
Title: Director
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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
|
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 |
BBVA USA fka 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 |
JPMORGAN CHASE BANK, N.A.
|
||
By:
|
/s/ Stephanie Balette |
Name:
|
Stephanie Balette | |
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 |
Name:
|
Sydney G. Dennis | |
Title:
|
Director |
BMO HARRIS FINANCING, INC.
|
||
By:
|
/s/ Melissa Guzman |
Name:
|
Melissa Guzman | |
Title:
|
Director
|
CITIBANK, N.A.
|
||
By:
|
/s/ Cliff Vaz |
Name:
|
Cliff Vaz | |
Title:
|
Vice President |
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
:
|
CORTLAND CAPITAL MARKET
SERVICES LLC
, as Administrative Agent
|
|
By:
|
/s/ Matthew Trybula
|
|
Name:
|
Matthew Trybula
|
|
Title:
|
Associate Counsel
|
LENDERS
:
|
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:
|
Name:
|
||
Title:
|
||
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
|