UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

~~Date~~September 18, of2018 ~~Report~~ (~~Date of earliest event reported):~~ September 1418, 2018)

Date of Report (Date of earliest event reported)

Legacy Reserves LP

(Exact name of registrant as specified in its charter)

Delaware	1001-33249	16-1751069
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
303 W. Wall, Suite 1800 Midland, Texas		79701
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~303 ~~telephone~~W. ~~number~~Wall St, ~~including~~Suite ~~area~~1800, ~~code: (432) 689-5200~~Midland, TX 79701

~~NOT~~(Address ~~APPLICABLE~~of principal executive offices) (Zip Code)

(~~Former name or former address, if changed since last report.~~432) 689-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~September~~previously disclosed, on July 149, 2018, Legacy Reserves LP, a Delaware limited partnership (the “~~Legacy~~Partnership”), entered into the ~~Tenth~~Amended ~~Amendment~~and Restated Agreement and Plan of Merger (the “~~Credit~~Merger Agreement ~~Amendment~~”), toby ~~the Third Amended~~ and ~~Restated~~among ~~Credit~~the ~~Agreement~~Partnership, ~~dated~~Legacy asReserves ofGP, ~~April 1~~LLC, ~~2014~~a ~~among~~Delaware ~~Legacy,~~limited liability company and the ~~guarantors~~general ~~named~~partner ~~therein,~~of ~~Wells~~the ~~Fargo~~Partnership ~~Bank~~(the “General Partner”), ~~National~~Legacy ~~Association~~Reserves Inc., asa ~~administrative~~Delaware ~~agent~~corporation and ~~the~~a ~~lenders~~wholly ~~signatory~~owned ~~thereto~~subsidiary (of the General Partner (“~~Credit~~New ~~Agreement~~Legacy”), and Legacy Reserves Merger Sub LLC, a Delaware limited liability company and ~~entered~~a ~~into~~wholly ~~the~~owned ~~Fifth~~subsidiary ~~Amendment~~of ~~(the~~New Legacy (“~~Term~~Merger ~~Loan Amendment~~Sub”), pursuant to ~~the~~which ~~Term~~Merger ~~Loan~~Sub ~~Credit~~will ~~Agreement,~~be ~~dated~~merged aswith ofand ~~October 30,~~into ~~2017,~~the ~~among Legacy~~Partnership, with the ~~guarantors~~Partnership ~~named~~continuing ~~therein,~~as ~~Cortland~~the ~~Capital~~surviving ~~Market~~entity ~~Services~~and ~~LLC,~~ as ~~administrative agent,~~a ~~and~~wholly ~~the~~owned subsidiary ~~lenders~~of ~~party~~New ~~thereto~~Legacy (the “~~Term Loan Credit Agreement~~Merger”).

~~The~~Amendments ~~Credit Agreement Amendment and the Term Loan Amendment amend certain provisions set forth in the Credit Agreement and the Term Loan Amendment, respectively,~~ to, ~~among~~Grant ~~other items, permit the issuance and terms~~ of ~~the~~Phantom ~~New~~Units ~~Notes~~Agreements ~~(as defined below) and provide that the New Notes constitute debt that is permitted refinancing debt.~~

~~The~~On ~~foregoing~~September 18, ~~descriptions~~2018, the Compensation Committee of the ~~Credit~~Board ~~Agreement~~of ~~Amendment~~Directors ~~and~~of the ~~Term~~General ~~Loan~~Partner ~~Amendment~~(the do“GP ~~not~~Board”) ~~purport~~approved and adopted, subject to bethe ~~complete~~approval of the GP Board and ~~are qualified~~the inBoard ~~their~~of ~~entirety~~Directors byof ~~reference~~New toLegacy (the ~~Tenth~~“New Legacy Board”), a form of Amendment to Grant of Phantom Units Agreement to be entered into by the Partnership, New Legacy and certain of the ~~Fifth~~General ~~Amendment~~Partners’ executive officers, ~~which~~including ~~are~~each ~~filed~~of asthe ~~Exhibit~~General ~~10.1~~Partners’ ~~and~~named 10executive officers (the “Amendment”).2 On September 18, ~~respectively~~2018, tothe ~~this~~GP ~~Current~~Board ~~Report~~approved and adopted the Amendment and on ~~Form~~September 18, 2018, ~~8-K~~the New Legacy Board approved and ~~incorporated~~adopted bythe ~~reference herein~~Amendment.

~~Item~~In 3connection with the Merger, each award previously granted pursuant to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, as amended (the “Partnership LTIP”), that is outstanding and unvested immediately prior to the consummation of the Merger will, automatically and without any action on the part of the holder, fully vest or become exercisable in full, as the case may be, and shall be settled in accordance with each award’s applicable award agreement.02 ~~Unregistered~~Certain ~~Sales~~of these award agreements relating to outstanding phantom units under the Partnership LTIP granted to certain of ~~Equity~~the ~~Securities~~General Partner’s executive officers, including each of the named executive officers, provide that such phantom units be settled in cash (the “Cash Settled Awards”). Pursuant to the Amendment, each of the General Partner’s executive officers that are to receive Cash Settled Awards, including each of the named executive officers, will have the option to elect to reinvest any portion of the cash received pursuant to the Cash Settled Awards in shares of New Legacy’s common stock (a “Stock Purchase Election”). Additionally, pursuant to the Amendment, each of the General Partner’s executive officers that are to receive Cash Settled Awards will agree to make a Stock Purchase Election as necessary such that the aggregate amount of cash paid in settlement of any incentive equity-based awards to be settled in connection with the Merger (including all Cash Settled Awards) will not exceed $30 million. The settlement of the Cash Settled Awards will occur on a date or dates selected by New Legacy within 74 days after the consummation of the Merger.

The ~~information~~foregoing description of the Amendment does not purport to be complete and is qualified in ~~Item~~its ~~8.01~~entirety by reference to the full text of the Form of Amendment to Grant of Phantom Units Agreement, which is ~~incorporated~~filed ~~into~~as Exhibit 10.1 to this ~~Item~~Current 3Report on Form 8-K and incorporated by reference herein.~~02.~~

Item 8.01 Other Events.

OnThe ~~September 14, 2018, Legacy, Legacy Reserves Finance Corporation (together with Legacy, the “Issuers”) and Legacy Reserves Inc. (“New~~information ~~Legacy”)~~set ~~entered~~forth ~~into~~in ~~privately~~Item ~~negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the Issuers’ 8~~5.~~000%~~02 ~~Senior~~above Notes due 2020 (the “2020 Senior Notes”) and 6.625% Senior Notes due 2021 (the “2021 Senior Notes”), pursuant to which the Issuers will exchange (i) $21.004 million aggregate principal amount of the 2020 Senior Notes for $21.004 million aggregate principal amount of the Issuers’ new 8% Convertible Senior Notes due 2023 (the “New Notes”) and 105,020 shares (the “Exchange Shares”) of common stock, par value $0.01, of New Legacy (“Common Stock”) and (ii) $109 million aggregate principal amount of the 2021 Senior Notes for $109 million aggregate principal amount of New Notes (collectively, the “Exchange Transactions”). The Exchange Transaction is ~~being~~incorporated ~~conducted~~herein inby ~~private placements in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended~~reference.

~~Legacy~~2 expects that the Exchange Transaction will close on September 20, 2018. The closing of the Exchange Transaction is subject to certain closing conditions, including the closing of the corporate reorganization pursuant to which Legacy will become a wholly owned subsidiary of New Legacy. The issuance of the Exchange Shares is subject to the receipt of any required consents under the Credit Agreement and the Term Loan Credit Agreement.

~~The~~Additional ~~New~~Information ~~Notes~~and ~~will~~Where ~~be convertible into shares of Common Stock at an initial conversion rate of 166.6667 shares per $1,000 principal amount of New Notes, which is equal~~ to anFind ~~initial~~It ~~conversion price of $6.00 per share of Common Stock. The New Notes may be converted in whole or in part prior to maturity, at the option of the holder.~~

~~The~~This ~~New~~communication ~~Notes~~relates ~~will~~to bethe ~~convertible,~~proposed atcorporate ~~the~~reorganization ~~option~~between of the ~~holders,~~Partnership ~~into~~and ~~shares~~New ofLegacy ~~Common~~(the ~~Stock~~“Transaction”). atIn connection ~~any~~with ~~time~~the ~~from~~Transaction, the ~~date~~Partnership ofand ~~issuance up~~New ~~until~~Legacy ~~the~~have ~~close~~prepared ofand ~~business~~filed onwith the ~~earlier~~U.S. ofSecurities ~~(i) the~~and ~~business~~Exchange ~~day~~Commission ~~prior to~~ (the ~~date~~“SEC”) of a ~~mandatory~~registration ~~conversion~~statement ~~notice,~~on Form S-4 (iithe “Registration Statement”) ~~with~~, ~~respect~~which toincludes a ~~New~~preliminary ~~Note~~proxy ~~called~~statement ~~for~~of ~~redemption,~~ the ~~business~~Partnership ~~day~~and ~~immediately~~a ~~preceding~~preliminary ~~the~~prospectus ~~redemption~~of ~~date~~New or Legacy (~~iii)~~ the ~~business~~“proxy ~~day~~statement/prospectus”). ~~immediately~~The ~~preceding~~Registration ~~the~~Statement ~~maturity~~was ~~date.~~declared Ineffective ~~addition,~~by ~~assuming~~ the SEC ~~Exchange Transaction closes~~ on ~~September~~August 203, 2018, ifand athe ~~holder~~Partnership ~~exercises~~commenced ~~its~~mailing ~~right~~the proxy statement to ~~convert~~its unitholders on or ~~prior~~about ~~to September~~August 193, ~~2019,~~2018. ~~such holder will receive an early conversion payment, in cash, as follows:~~

Early Conversion Date	Early Conversion Payment
September 20, 2018 through November 30, 2018	$	80.00
December 1, 2018 through May 31, 2019	$	64.22
June 1, 2019 through September 19, 2019	$	24.22

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 THE PARTNERSHIP AND NEW LEGACY, AS WELL AS THE PROPOSED TRANSACTION AND RELATED MATTERS.

~~Subject~~This tocommunication ~~compliance~~does ~~with~~not ~~certain~~constitute ~~conditions,~~an ~~the~~offer ~~Issuers~~to ~~have~~sell or the ~~right~~solicitation of an offer to ~~mandatorily~~buy ~~convert~~any ~~all~~securities or a solicitation of ~~the New~~any ~~Notes~~vote ifor approval, ~~the~~nor ~~volume~~shall ~~weighted~~there ~~average~~be ~~price~~any sale of ~~the~~securities ~~Common~~in ~~Stock~~any ~~equals~~jurisdiction orin ~~exceeds~~which ~~the~~such ~~conversion~~offer, ~~price~~solicitation ~~for~~or atsale ~~least~~would 20be ~~trading~~unlawful ~~days~~prior ~~(whether~~to registration or ~~not~~qualification ~~consecutive)~~under ~~during~~the securities laws of any ~~period~~such jurisdiction. No offering of 30securities shall ~~consecutive~~be ~~trading~~made ~~days~~except ~~commencing~~by onmeans orof ~~after~~a prospectus meeting the ~~initial issuance~~requirements ~~date~~of Section 10 of the U.S. Securities Act of 1933, as amended.

~~The~~A free copy of the proxy statement/prospectus and other filings containing information about the Partnership and New ~~Notes~~Legacy ~~will~~may be ~~guaranteed~~obtained at the SEC’s Internet site at www.sec.gov. In addition, the documents filed with the SEC by the Partnership and New Legacy, may be obtained free of charge by directing such request to: Legacy Reserves GPLP, ~~LLC~~Attention: Investor Relations, ~~the~~at ~~general~~303 ~~partner~~W. Wall, ofSuite ~~Legacy~~1800, ~~and~~Midland, ~~certain~~Texas ~~subsidiaries~~79701 ofor emailing IR@legacylp.com or calling 855-534-5200. These documents may also be obtained for free from the Partnership’s ~~Legacy~~investor relations website at https://www.legacylp.com/investor-relations.

InParticipants ~~connection~~in ~~with~~Solicitation ~~the~~Relating ~~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.~~

OnThe ~~September 14~~Partnership and the General Partner’s directors, ~~2018~~executive officers, ~~Legacy~~other ~~issued~~members aof ~~press~~management ~~release~~and employees may be deemed to be ~~announcing~~participants in the ~~Exchange~~solicitation ~~Transaction,~~of aproxies ~~copy~~from the Partnership’s unitholders in respect of ~~which~~the isTransaction ~~filed~~that aswill ~~Exhibit~~be 99described in the proxy statement/prospectus.1 Information regarding the directors and ~~incorporated~~executive ~~herein~~officers byof ~~reference~~the General Partner is contained in the Partnership’s public filings with the SEC, including its definitive proxy statement on Form DEF 14A filed with the SEC on April 6, 2018.

~~Additional~~A ~~Information~~more ~~for~~complete ~~Holders of~~description ~~Legacy~~is ~~Units~~available ~~and~~in ~~Where~~the toregistration ~~Find~~statement Itand the proxy statement/prospectus.

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~~Cautionary ~~AND~~Statement ~~UNITHOLDERS~~Relevant ~~ARE URGED~~to TOForward-Looking ~~READ~~Information 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~~communication ~~release~~includes ~~does~~“forward-looking ~~not~~statements” ~~constitute~~within anthe ~~offer~~meaning toof ~~sell~~Section 27A orof the ~~solicitation~~Securities Act of an1933, ~~offer~~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 ~~buy~~the ~~any~~Partnership and its unitholders, final court approval of the ~~securities~~Stipulation orand aAgreement ~~solicitation~~of Settlement dated as of ~~any~~July 6, ~~vote~~2018, the anticipated completion of the Transaction or ~~approval~~the timing thereof, ~~nor~~the ~~shall~~expected ~~there~~future begrowth, ~~any~~dividends, ~~sale~~distributions of ~~securities~~the inreorganized ~~any~~company, ~~jurisdiction~~and plans and objectives of management for future operations. All statements, other than statements of historical facts, included in ~~which~~this ~~such~~communication ~~offer~~that address activities, ~~solicitation~~events or ~~sale~~developments ~~would~~that bethe ~~unlawful~~Partnership ~~prior~~expects, tobelieves ~~registration~~or anticipates will or ~~qualification~~may ~~under~~occur in the ~~securities~~future, ~~laws~~are offorward-looking ~~any~~statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimated,” and similar expressions are intended to identify such ~~jurisdiction~~forward-looking statements. NoThese ~~offering~~forward-looking statements rely on a number of ~~securities~~assumptions inconcerning ~~connection~~future ~~with~~events and are subject to a number of uncertainties, factors and risks, many of which are outside the ~~Transaction~~control ~~shall~~of bethe ~~made~~Partnership, ~~except~~which could cause results to differ materially from those expected by ~~means~~management of athe ~~prospectus~~Partnership. ~~meeting~~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 ~~requirements~~factors ofset ~~Section~~forth under the heading “Risk Factors” in the Partnership’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 Udate of this communication.S. ~~Securities~~Unless ~~Act~~legally ofrequired, ~~1933~~the Partnership undertakes no obligation to update publicly any forward-looking statements, whether as ~~amended~~a result of new information, future events or otherwise.

AItem ~~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~~9.~~sec.gov.~~01 ~~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~~Exhibits. 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~~(d) 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/prospectusExhibits. ~~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.


Exhibit No.		Description

10.1		Form of Amendment to Grant of Phantom Units Agreement.

~~Cautionary~~4 ~~Statement Relevant to Forward-Looking Information~~

~~This~~SIGNATURES 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.

~~All~~Pursuant ~~statements,~~to ~~other~~the ~~than~~requirements ~~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,~~Securities ~~are~~Exchange ~~forward-looking~~Act 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~~1934, ~~factors and risks, many of which are outside~~ the ~~control~~registrant ofhas ~~Legacy,~~duly ~~which~~caused ~~could~~this ~~cause~~report ~~results~~ to ~~differ~~be ~~materially~~signed ~~from~~on ~~those~~its ~~expected~~behalf 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~~undersigned ~~set~~hereunto ~~forth~~duly ~~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~~authorized. ~~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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of September 14, 2018, by and among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto
10.2		Fifth Amendment to Term Loan Credit Agreement, dated as of September 14, 2018, by and among Legacy Reserves LP, Cortland Capital Market Services LLC and the lenders party thereto
99.1		Press Release, dated September 14, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LEGACY RESERVES LP
	By:	Legacy Reserves GP, LLC,
		its general partner
Dated: September 14, 2018	By:	/s/ James Daniel Westcott
		Name:	James Daniel Westcott
		Title:	President and Chief Financial Officer

Legacy Reserves LP

Date: September 18, 2018

/s/ James Daniel Westcott

James Daniel Westcott

President and Chief Financial Officer

Filing Compare · LEGACY RESERVES LP