MIDLAND, Texas, June 25, 2018 /PRNewswire/ -- Legacy
Reserves LP ("Legacy") (NASDAQ: LGCY) today announced that it has
entered into a memorandum of understanding to settle the previously
disclosed putative class action lawsuits in the Delaware Chancery Court captioned Doppelt
v. Legacy Reserves LP, and Legacy Reserves GP, LLC, and Legacy
Reserves Inc., Case No. 2018-0225 and Chammah Ventures, LLC
v. Legacy Reserves LP, et al., C.A. No. 2018-0242-VCL,
consolidated as In re Legacy Reserves LP Preferred Unitholder
Litig., C.A. No. 2018-0225-VCL (the "Consolidated Class
Action"). The settlement envisioned by the memorandum of
understanding will also effectively resolve all claims in other
previously disclosed lawsuits filed by purported holders of
Legacy's preferred units (together with the Consolidated Class
Action, the "Actions").
Legacy entered into the memorandum of understanding solely to
avoid the costs, disruption, delay and distraction of further
litigation, and without admitting the validity of any allegations
made in the complaints in the Actions. Pursuant to the
memorandum of understanding, Legacy, Legacy Reserves GP, LLC and
Legacy Reserves Inc. ("New Legacy") have agreed to amend the terms
of the Transaction (as defined below) to provide that each
outstanding 8% Series A Preferred Unit shall be converted into the
right to receive 2.92033118 shares of common stock of New Legacy
and each outstanding 8% Series B Preferred Unit shall be
converted into the right to receive 2.90650421 shares of
common stock of New Legacy (approximately 27.6 million total
shares). The memorandum of understanding also provides, among
other things, that the parties will negotiate in good faith to
enter into a stipulation of settlement with respect to the Actions
and that, upon the execution of a stipulation of settlement, the
holders of preferred units will not seek additional relief or
damages based on and release all claims related to the Transaction
(as defined below). The stipulation of settlement, once executed by
the parties thereto, will be subject to customary conditions,
including final court approval of definitive settlement
documentation.
About Legacy Reserves LP
Legacy Reserves LP is a master limited partnership headquartered
in Midland, Texas, focused on the
development of oil and natural gas properties primarily located in
the Permian Basin, East Texas,
Rocky Mountain and Mid-Continent regions of the United States. Additional information is
available at www.LegacyLP.com.
Additional Information and Where to Find It
This press release relates to the proposed corporate
reorganization between Legacy and New Legacy (the "Transaction").
The Transaction will be submitted to Legacy's unitholders for their
consideration and approval. In connection with the Transaction, New
Legacy has filed with the SEC a registration statement on Form S-4,
which includes a preliminary proxy statement of Legacy and a
preliminary prospectus of New Legacy (the "proxy
statement/prospectus"). In connection with the Transaction, Legacy
plans to mail the definitive proxy statement/prospectus to its
unitholders.
INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
LEGACY AND NEW LEGACY, AS WELL AS THE PROPOSED TRANSACTION AND
RELATED MATTERS.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
A free copy of the proxy statement/prospectus and other filings
containing information about Legacy and New Legacy may be obtained
at the SEC's Internet site at www.sec.gov. In addition, the
documents filed with the SEC by Legacy and New Legacy may be
obtained free of charge by directing such request to: Legacy
Reserves LP, Attention: Investor Relations, at 303 W. Wall, Suite
1800, Midland, Texas 79701 or
emailing IR@legacylp.com or calling 855-534-5200. These documents
may also be obtained for free from Legacy's investor relations
website at https://www.legacylp.com/investor-relations.
Legacy and its general partner's directors, executive officers,
other members of management and employees may be deemed to be
participants in the solicitation of proxies from Legacy's
unitholders in respect of the Transaction described in the proxy
statement/prospectus. Information regarding the directors and
executive officers of Legacy's general partner is contained in
Legacy's public filings with the SEC, including its definitive
proxy statement on Form DEF 14A filed with the SEC on April 6, 2018.
A more complete description is available in the registration
statement and the proxy statement/prospectus.
Cautionary Statement Relevant to Forward-Looking
Information
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, without limitation, statements regarding the
expected benefits of the Transaction to Legacy and its unitholders,
the anticipated entrance into a stipulation of settlement with
respect to the Actions, the anticipated completion of the
Transaction or the timing thereof, the expected future growth,
dividends, distributions of the reorganized company, and plans and
objectives of management for future operations. All statements,
other than statements of historical facts, included in this press
release that address activities, events or developments that Legacy
expects, believes or anticipates will or may occur in the future,
are forward-looking statements. Words such as "anticipates,"
"expects," "intends," "plans," "targets," "projects," "believes,"
"seeks," "schedules," "estimated," and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of
uncertainties, factors and risks, many of which are outside the
control of Legacy, which could cause results to differ materially
from those expected by management of Legacy. Such risks and
uncertainties include, but are not limited to, realized oil and
natural gas prices; production volumes, lease operating expenses,
general and administrative costs and finding and development costs;
future operating results; and the factors set forth under the
heading "Risk Factors" in Legacy's filings with the SEC, including
its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. The reader should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. Unless legally required, Legacy
undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
CONTACT:
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Legacy Reserves
LP
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Dan
Westcott
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President and Chief
Financial Officer
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432-689-5200
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SOURCE Legacy Reserves LP