Subject to compliance with certain conditions, the Issuers have the right to mandatorily convert all of the
New Notes if the volume weighted average price of the Common Stock equals or exceeds the conversion price for at least 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days commencing on or after the initial
issuance date.
The New Notes will be guaranteed by New Legacy, Legacy Reserves GP, LLC, the general partner of Legacy, and certain subsidiaries of
Legacy.
In connection with the Exchange Transaction, the Issuers and New Legacy have agreed to provide certain registration rights, with respect to the
New Notes and Exchange Shares received in the Exchange Transaction, to GSO Capital Partners LP.
On September 14, 2018, Legacy issued a press release
announcing the Exchange Transaction, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.
Additional Information for Holders
of Legacy Units 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 in connection with the Transaction 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 SECs 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 Legacys investor relations website at
https://www.legacylp.com/investor-relations.
Legacy and its general partners directors, executive officers, other members of management and
employees may be deemed to be participants in the solicitation of proxies from Legacys unitholders in respect of the Transaction described in the proxy statement/prospectus. Information regarding the directors and executive officers of
Legacys general partner is contained in Legacys 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 closing of the Exchange Transaction, the expected benefits of the Transaction to Legacy and its unitholders, final
court approval of the Stipulation and Agreement of Settlement dated as of July 6, 2018, 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.