UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2018
Legacy Reserves Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38668 | 82-4919553 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 303 W. Wall Street, Suite 1800 Midland, Texas |
79701 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (432) 689-5200
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 3.02 | Unregistered Sales of Equity Securities. |
On November 21, 2018, Legacy Reserves Inc. (the “Company”) issued 1,000,000 shares of its common stock, par value $0.01 per share (“Common Stock”), in exchange for $3.1 million aggregate principal amount of Legacy Reserves LP and Legacy Reserves Finance Corporation’s (the “Issuers”) 8% Senior Notes due 2020 (the “2020 Senior Notes”) pursuant to the Notes Exchange Agreement dated November 19, 2018 between the Company and existing holders of the 2020 Senior Notes.
On December 5, 2018, the Company issued 1,000,000 shares of Common Stock in exchange for $2.7 million aggregate principal amount of the Issuers’ 6.625% Senior Notes due 2021 (the “2021 Senior Notes”) pursuant to the Notes Exchange Agreement dated December 3, 2018 between the Company and existing holders of the 2021 Senior Notes.
The issuance of Common Stock in exchange for the 2020 Senior Notes and the 2021 Senior Notes was made in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that the exchange constitutes an exchange with existing securityholders of the Company and no commission or other renumeration was paid or given for soliciting the exchanges.
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 Inc. | ||||||
| Dated: December 10, 2018 | By: | /s/ James Daniel Westcott | ||||
| Name: Title: |
James Daniel Westcott President and Chief Financial Officer | |||||