MIDLAND, Texas, Sept. 12, 2018 /PRNewswire/ -- Legacy
Reserves LP ("Legacy") (NASDAQ: LGCY) today announced that the
Delaware Chancery Court (the
"Court") has granted final approval of the previously-announced
merger litigation settlement agreement. Under the agreement,
holders of outstanding 8% Series A Preferred Units and 8% Series B
Preferred Units will receive in the Transaction (as defined below)
approximately 10,730,000 shares of common stock in Legacy Reserves
Inc. ("New Legacy") in addition to the approximately 16,913,592
shares those holders would collectively have received pursuant to
the exchange ratios that were included in the merger agreement
initially entered into in connection with the Transaction.
Specifically, on September 12,
2018, the Court entered an Order and Final Judgment (the
"Order and Final Judgment") in the cases 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"), pursuant to which, among other things, the Court:
- certified a non-opt out class pursuant to Delaware Court of Chancery Rules 23(a),
23(b)(1), and 23(b)(2) and designated Jeffrey Doppelt, lead plaintiff in the
Consolidated Class Action (the "Lead Plaintiff"), as the class
representative with Lead Plaintiff's counsel as class counsel for
the settlement class;
- determined that settlement of the Consolidated Class Action and
any other claims in other previously disclosed lawsuits filed by
purported holders of Legacy's Series A Preferred Units and Series B
Preferred Units, including Doppelt v. Legacy Reserves LP et
al., C.A. No. 2017-0802-JTL-VCL (together with the Consolidated
Class Action, the "Actions") on the terms and conditions provided
for in the stipulation and agreement of settlement, dated
July 6, 2018 (the "Settlement
Agreement"), is fair, reasonable and adequate, and in the best
interests of the class and approved the settlement;
- dismissed with prejudice in its entirety the Consolidated Class
Action;
- approved the grant of various releases among the plaintiffs,
class members and the defendants and their respective affiliates,
as detailed in the Settlement Agreement (the "Releases"), effective
as of the date of entry of the Order and Final Judgment; and
- permanently barred and enjoined Lead Plaintiff and all members
of the class from instituting, commencing or prosecuting any of the
settled claims against any of the parties that are released
pursuant to the Releases.
In addition to dismissing the Actions with prejudice, the
Settlement Agreement provides that upon the consummation of the
Transaction (as defined below), the Lead Plaintiff and Legacy,
Legacy Reserves GP, LLC and New Legacy will cooperate with
plaintiff's counsel in the action styled Irish v. Legacy
Reserves LP, et al., No. CV54418 (Midland County, Tex.), to seek dismissal of
that action with prejudice. Generally, if there are no appeals
filed to the Order and Final Judgment or to any orders dismissing
the Actions, then each such order will become final and no longer
be subject to appeal after expiration of thirty (30) days following
the date of entry of each respective order.
On September 19, 2018, Legacy is
holding a special meeting of its unitholders, at which unitholders
will be asked to approve, among other things, the amended and
restated merger agreement effectuating the Transaction.
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").
In connection with the Transaction, New Legacy has filed with the
U.S. Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 ("Registration Statement"), which includes a
preliminary proxy statement of Legacy and a preliminary prospectus
of New Legacy (the "proxy statement/prospectus"). The Registration
Statement was declared effective by the SEC on August 3, 2018 and Legacy commenced mailing the
proxy statement to its unitholders on or about August 3, 2018.
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 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:
Legacy Reserves LP
Dan Westcott
President and Chief Financial Officer
432-689-5200
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SOURCE Legacy Reserves LP