LGCY / Legacy Education Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Legacy Education Inc.
US ˙ NYSEAM ˙ US52473R1095

Mga Batayang Estadistika
LEI 549300SZ0GOWNZGNYY47
CIK 1358831
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Legacy Education Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
October 15, 2018 CORRESP

LGCY / Legacy Reserves LP CORRESP

CORRESP 1 filename1.htm LEGACY RESERVES INC. 303 W. Wall Street, Suite 1800 Midland, Texas 79701 October 15, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE, Mail Stop 3561 Washington, D.C. 20549 Attention: Ms. Lisa Krestynick Re: Registration Statement on Form S-3 (No. 333-227700) of Legacy Reserves Inc. Dear Ms. Krestynick: On beha

October 11, 2018 S-3/A

LGCY / Legacy Reserves LP S-3/A

S-3/A 1 d612391ds3a.htm S-3/A Table of Contents As filed with the Securities and Exchange Commission on October 11, 2018 Registration No. 333-227700 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Legacy Reserves Inc.* (Exact name of Registrant as specified in its charter) Delaware 82-491955

October 4, 2018 EX-12.1

Ratio of Earnings to Fixed Charges.

EX-12.1 Exhibit 12.1 Legacy Reserves Inc. Computation of Ratios of Earnings to Fixed Charges (In thousands, except ratios) Six Months Ended June 30, 2018 Years Ended December 31, 2017 2016 2015 2014 2013 Income (loss) before income taxes $ 14,290 $ (52,499 ) $ (54,591 ) $ (703,039 ) $ (284,504 ) $ (34,623 ) Equity in (income) loss of equity method investee (20 ) (17 ) — (126 ) (428 ) (559 ) Distri

October 4, 2018 EX-4.6

Form of Subordinated Indenture of Legacy Reserves LP.

EX-4.6 Exhibit 4.6 LEGACY RESERVES LP AND LEGACY RESERVES FINANCE CORPORATION, as Issuers, AND [ ], as Trustee INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES LEGACY RESERVES LP RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF , 20 TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) No

October 4, 2018 EX-25.4

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 respecting the Subordinated Indenture of Legacy Reserves LP.

EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

October 4, 2018 EX-25.2

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 respecting the Subordinated Indenture of Legacy Reserves Inc.

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

October 4, 2018 EX-25.1

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 respecting the Senior Indenture of Legacy Reserves Inc.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

October 4, 2018 EX-4.4

Form of Subordinated Indenture of Legacy Reserves Inc.

EX-4.4 Exhibit 4.4 LEGACY RESERVES INC. as Issuer, AND [ ], as Trustee INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES LEGACY RESERVES LP RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF , 20 TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 6.9 (b) 6.8 Section

October 4, 2018 EX-4.3

Form of Senior Indenture of Legacy Reserves Inc.

EX-4.3 Exhibit 4.3 LEGACY RESERVES INC. as Issuer, AND [ ], as Trustee INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES LEGACY RESERVES INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF , 20 TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 6.9 (b) 6.8 Section 311

October 4, 2018 S-3

LGCY / Legacy Reserves LP S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on October 4, 2018 Registration No.

October 4, 2018 EX-4.5

Form of Senior Indenture of Legacy Reserves LP.

EX-4.5 Exhibit 4.5 LEGACY RESERVES LP AND LEGACY RESERVES FINANCE CORPORATION, as Issuers, AND [ ], as Trustee INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES LEGACY RESERVES LP RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF , 20 TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) Not Appl

October 4, 2018 EX-25.3

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 respecting the Senior Indenture of Legacy Reserves LP.

EX-25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

October 1, 2018 15-12B

LGCY / Legacy Reserves LP 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33249 LEGACY RESERVES LP (Exact name of registrant as specified i

October 1, 2018 S-8 POS

LGCY / Legacy Reserves LP S-8 POS

S-8 POS 1 d626848ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204917 FORM S-8 REGISTRATION STATEMENT NO. 333-144586 FORM S-8 REGISTRATION STATEMENT NO. 333-141824 UNDER THE SECURITIES ACT OF 1933 LEGACY RESER

October 1, 2018 S-8 POS

LGCY / Legacy Reserves LP S-8 POS

S-8 POS 1 d626848ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204917 FORM S-8 REGISTRATION STATEMENT NO. 333-144586 FORM S-8 REGISTRATION STATEMENT NO. 333-141824 UNDER THE SECURITIES ACT OF 1933 LEGACY RESER

October 1, 2018 S-8 POS

LGCY / Legacy Reserves LP S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 1, 2018 POS AM

LGCY / Legacy Reserves LP POS AM

POS AM As filed with the Securities and Exchange Commission on October 1, 2018 Registration No.

September 21, 2018 EX-4.1

Indenture dated September 20, 2018, between Legacy Reserves LP, Legacy Reserves Finance Corporation, the guarantors party thereto and Wilmington Trust, National Association.

EX-4.1 Exhibit 4.1 Execution Version LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION and THE GUARANTORS PARTY HERETO 8% CONVERTIBLE SENIOR NOTES DUE 2023 INDENTURE Dated as of September 20, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION, As Trustee and Conversion Agent CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3 N/A (a)(4) N/A (a)(5) 7

September 21, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 September 20, 2018 Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incorporation) (Commissio

September 21, 2018 EX-10.1

Eleventh Amendment dated September 20, 2018 to the Third Amended and Restated Credit Agreement, dated as of April 1, 2014 among Legacy Reserves Inc., the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent and the lenders signatory thereto.

EX-10.1 Exhibit 10.1 Execution Version ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF SEPTEMBER 20, 2018 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documenta

September 21, 2018 EX-10.2

Sixth Amendment dated September 20, 2018 to the Term Loan Credit Agreement, dated as of October 30, 2017, among Legacy Reserves Inc., the guarantors named therein, Cortland Capital Market Services LLC, as administrative agent, and the lenders party thereto.

EX-10.2 Exhibit 10.2 Execution Version SIXTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT This SIXTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Sixth Amendment”) dated as of September 20, 2018, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the

September 20, 2018 EX-3.1

Fourth Amendment to Amended and Restated Limited Liability Company Agreement of Legacy Reserves GP, LLC.

EX-3.1 Exhibit 3.1 Execution Version FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES GP, LLC THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES GP, LLC (this “Amendment”) is entered into by Legacy Reserves Inc., a Delaware corporation (the “Member”), effective as of September 20, 2018 (the “Effective

September 20, 2018 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 1 d604609d8k.htm 8-K 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 September 19, 2018 Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of inco

September 18, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 September 18, 2018 (September 18, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incorpor

September 18, 2018 EX-10.1

Form of Amendment to Grant of Phantom Units Agreement.

EX-10.1 Exhibit 10.1 AMENDMENT TO GRANT OF PHANTOM UNITS AGREEMENT This AMENDMENT TO GRANT OF PHANTOM UNITS AGREEMENT (this “Amendment”), dated as of [ ], 2018 by and between Legacy Reserves LP (the “Partnership”), Legacy Reserves Inc. (the “Corporation”) and [ ] (the “Grantee” and, collectively, the “Parties”). RECITALS WHEREAS, the Partnership and the Grantee are parties to certain grants of Pha

September 18, 2018 425

LGCY / Legacy Reserves LP 8-K (Prospectus)

8-K 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 September 18, 2018 (September 18, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of inco

September 18, 2018 EX-10.1

Form of Amendment to Grant of Phantom Units Agreement.

EX-10.1 Exhibit 10.1 AMENDMENT TO GRANT OF PHANTOM UNITS AGREEMENT This AMENDMENT TO GRANT OF PHANTOM UNITS AGREEMENT (this “Amendment”), dated as of [ ], 2018 by and between Legacy Reserves LP (the “Partnership”), Legacy Reserves Inc. (the “Corporation”) and [ ] (the “Grantee” and, collectively, the “Parties”). RECITALS WHEREAS, the Partnership and the Grantee are parties to certain grants of Pha

September 18, 2018 EX-10.1

Form of Amendment to Grant of Phantom Units Agreement.

EX-10.1 Exhibit 10.1 AMENDMENT TO GRANT OF PHANTOM UNITS AGREEMENT This AMENDMENT TO GRANT OF PHANTOM UNITS AGREEMENT (this “Amendment”), dated as of [ ], 2018 by and between Legacy Reserves LP (the “Partnership”), Legacy Reserves Inc. (the “Corporation”) and [ ] (the “Grantee” and, collectively, the “Parties”). RECITALS WHEREAS, the Partnership and the Grantee are parties to certain grants of Pha

September 18, 2018 425

LGCY / Legacy Reserves LP 8-K (Prospectus)

8-K 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 September 18, 2018 (September 18, 2018) Date of Report (Date of earliest event reported) Legacy Reserves Inc. (Exact name of registrant as specified in its charter) Delaware 333-224182 82-4919553 (State or other jurisdiction of i

September 14, 2018 425

LGCY / Legacy Reserves LP 8-K (Prospectus)

8-K 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): September 14, 2018 Legacy Reserves Inc. (Exact name of registrant as specified in its charter) Delaware 333-224182 82-4919553 (State or other jurisdiction of incorporation) (Commi

September 14, 2018 EX-99.1

Legacy Reserves LP Announces Exchange of $130 Million of Senior Notes for New Convertible Senior Notes

EX-99.1 Exhibit 99.1 Legacy Reserves LP Announces Exchange of $130 Million of Senior Notes for New Convertible Senior Notes MIDLAND, Texas, September 14, 2018 / PRNewswire / — Legacy Reserves LP (“Legacy”) (NASDAQ:LGCY) today announces that Legacy, Legacy Reserves Finance Corporation (together with Legacy, the “Issuers”) and Legacy Reserves Inc. (“New Legacy”) entered into privately negotiated exc

September 14, 2018 EX-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

EX-10.1 Exhibit 10.1 Execution Version TENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF SEPTEMBER 14, 2018 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentatio

September 14, 2018 EX-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

EX-10.2 Exhibit 10.2 Execution Version FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT This FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Fifth Amendment”) dated as of September 14, 2018, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the

September 14, 2018 EX-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

EX-10.1 Exhibit 10.1 Execution Version TENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF SEPTEMBER 14, 2018 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentatio

September 14, 2018 EX-99.1

Legacy Reserves LP Announces Exchange of $130 Million of Senior Notes for New Convertible Senior Notes

EX-99.1 Exhibit 99.1 Legacy Reserves LP Announces Exchange of $130 Million of Senior Notes for New Convertible Senior Notes MIDLAND, Texas, September 14, 2018 / PRNewswire / — Legacy Reserves LP (“Legacy”) (NASDAQ:LGCY) today announces that Legacy, Legacy Reserves Finance Corporation (together with Legacy, the “Issuers”) and Legacy Reserves Inc. (“New Legacy”) entered into privately negotiated exc

September 14, 2018 EX-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

EX-10.2 Exhibit 10.2 Execution Version FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT This FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Fifth Amendment”) dated as of September 14, 2018, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the

September 14, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 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): September 14, 2018 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission

September 14, 2018 EX-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

EX-10.2 Exhibit 10.2 Execution Version FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT This FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Fifth Amendment”) dated as of September 14, 2018, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the

September 14, 2018 425

LGCY / Legacy Reserves LP 8-K (Prospectus)

8-K 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): September 14, 2018 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission

September 14, 2018 EX-99.1

Legacy Reserves LP Announces Exchange of $130 Million of Senior Notes for New Convertible Senior Notes

EX-99.1 Exhibit 99.1 Legacy Reserves LP Announces Exchange of $130 Million of Senior Notes for New Convertible Senior Notes MIDLAND, Texas, September 14, 2018 / PRNewswire / — Legacy Reserves LP (“Legacy”) (NASDAQ:LGCY) today announces that Legacy, Legacy Reserves Finance Corporation (together with Legacy, the “Issuers”) and Legacy Reserves Inc. (“New Legacy”) entered into privately negotiated exc

September 14, 2018 EX-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

EX-10.1 Exhibit 10.1 Execution Version TENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF SEPTEMBER 14, 2018 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentatio

September 12, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Announces Final Court Approval of Delaware Merger Litigation Settlement MIDLAND, Texas, September 12, 2018 (PRNewswir

August 22, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) EnerCom Oil & Gas Conference Presentation Dan Westcott – Presenter Tuesday, August 21, 2018 Thank you Josh. I appreciate the introductio

August 21, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 August 2018 Enercom oil & gas conference Filed by Legacy Reserves LP (Commission File No.

August 16, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Announces Participation at the EnerCom Oil & Gas Conference MIDLAND, Texas, Aug. 16, 2018 / PRNewswire / — Legacy Res

August 7, 2018 10-Q

LGCY / Legacy Reserves LP QUARTERLY REPORT ON FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-33249 Legacy Reserves LP (Exac

August 3, 2018 DEFM14A

LGCY / Legacy Reserves LP DEFM14A

DEFM14A Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 2, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) AUGUST 2018 Q2 2018 EARNINGS Certain Disclosures Forward-Looking Information This presentation relates to the proposed corporate reorgan

August 2, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Investor Conference Call Script August 2, 2018 Introduction by call moderator: “Good morning and welcome to the second quarter 2018 Lega

August 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2018 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Nu

August 1, 2018 EX-99.1

Legacy Reserves LP Announces Second Quarter 2018 Results

Legacy Reserves LP Announces Second Quarter 2018 Results MIDLAND, Texas, Aug. 1, 2018 /PRNewswire/ - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced second quarter results for 2018 including the following highlights: Generated record quarterly oil production of 17,901 Bbls/d, a 4% increase relative to Q1'18; Commenced Wolfcamp drilling in Martin County and began preparing surface locat

August 1, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Announces Second Quarter 2018 Results MIDLAND, Texas, August 1, 2018- (PRNewswire) — Legacy Reserves LP (“Legacy”) (N

July 18, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Schedules Conference Call to Report 2nd Quarter 2018 Results MIDLAND, Texas, July 18, 2018 (PR Newswire) — Legacy Res

July 12, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Provides Corporate Reorganization Update MIDLAND, Texas, July 12, 2018 (PR Newswire) — Legacy Reserves LP (“Legacy”)

July 12, 2018 8-K

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d378719d8k.htm 8-K 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 July 12, 2018 (July 6, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdicti

July 12, 2018 EX-2.1

Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2018, by and among Legacy Reserves Inc., Legacy Reserves Merger Sub LLC, Legacy Reserves LP and Legacy Reserves GP, LLC.

EX-2.1 Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 9, 2018 BY AND AMONG LEGACY RESERVES INC., LEGACY RESERVES MERGER SUB LLC, LEGACY RESERVES LP AND LEGACY RESERVES GP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE MERGER 7 Section 2.01 The Merger and Surviving Entity 7 Section 2.02 Closing 8 Section 2.03 Effective T

July 12, 2018 EX-10.1

Stipulation and Agreement of Settlement, dated July 6, 2018, by and among Legacy Reserves Inc., Legacy Reserves LP, Legacy Reserves GP, LLC, the other released parties thereto, plaintiff Jeffrey Doppelt, the members of the Settlement Class (as defined therein), and the other releasing parties thereto.

EX-10.1 Exhibit 10.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE LEGACY RESERVES LP PREFERRED UNITHOLDER LITIGATION Consolidated C.A. No. 2018-0225-JTL JEFFREY L. DOPPELT, Plaintiff, C.A. No. 2017-0802-JTL v. LEGACY RESERVES LP AND LEGACY RESERVES GP, LLC, Defendants. STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement dated July 6, 2018 (the “Stipulati

July 12, 2018 EX-10.1

Stipulation and Agreement of Settlement, dated July 6, 2018, by and among Legacy Reserves Inc., Legacy Reserves LP, Legacy Reserves GP, LLC, the other released parties thereto, plaintiff Jeffrey Doppelt, the members of the Settlement Class (as defined therein), and the other releasing parties thereto.

EX-10.1 Exhibit 10.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE LEGACY RESERVES LP PREFERRED UNITHOLDER LITIGATION Consolidated C.A. No. 2018-0225-JTL JEFFREY L. DOPPELT, Plaintiff, C.A. No. 2017-0802-JTL v. LEGACY RESERVES LP AND LEGACY RESERVES GP, LLC, Defendants. STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement dated July 6, 2018 (the “Stipulati

July 12, 2018 425

LGCY / Legacy Reserves LP 8-K (Prospectus)

8-K 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 July 12, 2018 (July 6, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incorporation)

July 12, 2018 EX-2.1

Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2018, by and among Legacy Reserves Inc., Legacy Reserves Merger Sub LLC, Legacy Reserves LP and Legacy Reserves GP, LLC.

EX-2.1 Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 9, 2018 BY AND AMONG LEGACY RESERVES INC., LEGACY RESERVES MERGER SUB LLC, LEGACY RESERVES LP AND LEGACY RESERVES GP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE MERGER 7 Section 2.01 The Merger and Surviving Entity 7 Section 2.02 Closing 8 Section 2.03 Effective T

June 25, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Signs Memorandum of Understanding Regarding Settlement of Delaware Merger Litigation MIDLAND, Texas, June 25, 2018 (P

June 20, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) JUNE 2018 J.P. MORGAN ENERGY CONFERENCE PRESENTATION Legacy reserves 2 Certain Disclosures Forward-Looking Information This presentation

May 18, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a2018annualmeeting8-k.htm CURRENT REPORT ON FORM 8-K 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): May 15, 2018 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or

May 3, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Operator Good morning and welcome to the first quarter 2018 Legacy Reserves, LP Conference Call. All participants will be in listen-only

May 2, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Announces First Quarter 2018 Results and Updated 2018 Guidance MIDLAND, Texas, May 2, 2018- (PRNewswire) — Legacy Res

May 2, 2018 EX-99.1

Legacy Reserves LP Announces First Quarter 2018 Results and Updated 2018 Guidance

Legacy Reserves LP Announces First Quarter 2018 Results and Updated 2018 Guidance MIDLAND, Texas, May 2, 2018 /PRNewswire/ - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced first quarter results for 2018 including the following highlights: Announced transaction to transition from MLP to C-Corp; Divested non-core Mid-Con assets with $15.

May 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 2, 2018 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Numbe

May 2, 2018 10-Q

LGCY / Legacy Reserves LP QUARTERLY REPORT ON FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-33249 Legacy Reserves LP (Exa

April 19, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) Legacy Reserves LP Schedules Conference Call to Report 1st Quarter 2018 Results MIDLAND, Texas, April 19, 2018 (PR Newswire) — Legacy Re

April 10, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) 2018 IPAA OGIS Presentation Dan: Thanks, Al. Appreciate the introduction and thank you for your sponsorship here at IPAA OGIS. As Al men

April 9, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves Inc. (Registration No. 333-224182) APRIL 2018 IPAA OGIS NEW YORK Certain Disclosures Forward Looking Information This presentation relates to the proposed corporate reorga

April 6, 2018 DEF 14A

LGCY / Legacy Reserves LP DEFINITIVE PROXY STATEMENT

DEF 14A 1 legacyre3348581-def14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: ☐ Preliminary Proxy Statement ☐ C

April 2, 2018 EX-4.1

Second Supplemental Indenture, dated as of April 2, 2018, by and among Legacy Reserves LP, Legacy Reserves Inc., Legacy Reserves GP, LLC, Legacy Reserves Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (related to 8% Senior Notes due 2020) (Incorporated by reference to Legacy Reserves LP’s Current Report on Form 8-K filed April 2, 2018, Exhibit 4.1)

EX-4.1 Exhibit 4.1 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 8% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE DATED AS OF APRIL 2, 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of April 2, 2018, is among Legacy Re

April 2, 2018 EX-4.2

Second Supplemental Indenture, dated as of April 2, 2018, by and among Legacy Reserves LP, Legacy Reserves Inc., Legacy Reserves GP, LLC, Legacy Reserves Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (related to 6.625% Senior Notes due 2021) (Incorporated by reference to Legacy Reserves LP’s Current Report on Form 8-K filed April 2, 2018, Exhibit 4.2)

EX-4.2 Exhibit 4.2 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF APRIL 2, 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of April 2, 2018, is among Legac

April 2, 2018 EX-99.1

Page 1

EX-99.1 Exhibit 99.1 Legacy Reserves LP Announces Results of Consent Solicitation Related to Amendment of Senior Notes Indentures MIDLAND, Texas, April 2, 2018 - (GLOBENEWSWIRE) – Legacy Reserves LP (“Legacy”) (NASDAQ: LGCY) announced today the results of the previously announced consent solicitations (the “Consent Solicitations”) through which Legacy and Legacy Reserves Finance Corporation (toget

April 2, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 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 April 2, 2018 (April 2, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incorporation)

April 2, 2018 EX-99.1

Page 1

EX-99.1 Exhibit 99.1 Legacy Reserves LP Announces Results of Consent Solicitation Related to Amendment of Senior Notes Indentures MIDLAND, Texas, April 2, 2018 - (GLOBENEWSWIRE) – Legacy Reserves LP (“Legacy”) (NASDAQ: LGCY) announced today the results of the previously announced consent solicitations (the “Consent Solicitations”) through which Legacy and Legacy Reserves Finance Corporation (toget

April 2, 2018 425

LGCY / Legacy Reserves LP 8-K (Prospectus)

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 April 2, 2018 (April 2, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incorporation) (Co

April 2, 2018 EX-4.2

Second Supplemental Indenture, dated as of April 2, 2018, by and among Legacy Reserves LP, Legacy Reserves Inc., Legacy Reserves GP, LLC, Legacy Reserves Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (related to 6.625% Senior Notes due 2021).

EX-4.2 Exhibit 4.2 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF APRIL 2, 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of April 2, 2018, is among Legac

April 2, 2018 EX-4.1

Second Supplemental Indenture, dated as of April 2, 2018, by and among Legacy Reserves LP, Legacy Reserves Inc., Legacy Reserves GP, LLC, Legacy Reserves Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (related to 8% Senior Notes due 2020).

EX-4.1 Exhibit 4.1 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 8% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE DATED AS OF APRIL 2, 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of April 2, 2018, is among Legacy Re

April 2, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves LP (Commission File No. 1-33249) Legacy Reserves begins process of transitioning to corporation By Mella McEwen [email protected], Midland Reporter-Telegram Updated 11:50 pm

March 29, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves LP (Commission File No. 1-33249) Operator Good afternoon, everyone and welcome to the Legacy Reserves LP Conference Call. All participants will be in a listen-only mode. [Oper

March 26, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

425 Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves LP (Commission File No. 1-33249) MARCH 2018 CORPORATE TRANSITION Certain Disclosures Forward-Looking Information This presentation relates to the proposed corporate reorga

March 26, 2018 425

LGCY / Legacy Reserves LP 425 (Prospectus)

Filed by Legacy Reserves LP (Commission File No. 1-33249) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Legacy Reserves LP (Commission File No. 1-33249) Legacy Employees, As you may have seen in the press release filed this morning, we have announced our corporate transition from Legacy Reserve

March 26, 2018 EX-99.2

LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., THE GUARANTORS PARTY HERETO 8% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION,

EX-99.2 Exhibit 99.2 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 8% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of [ ], 2018, is among Legacy Reserves

March 26, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 23, 2018, by and among Legacy Reserves Inc., Legacy Reserves Merger Sub LLC, Legacy Reserves LP and Legacy Reserves GP, LLC.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 23, 2018 BY AND AMONG LEGACY RESERVES INC., LEGACY RESERVES MERGER SUB LLC, LEGACY RESERVES LP AND LEGACY RESERVES GP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE MERGER 8 Section 2.01 The Merger and Surviving Entity 8 Section 2.02 Closing 8 Section 2.03 Effective Time 9 Section 2.04

March 26, 2018 EX-10.3

Amended and Restated Director Nomination Agreement, dated as of March 23, 2018, by and among Legacy Reserves GP, LLC, Legacy Reserves Inc. and GSO Capital Partners LP.

EX-10.3 Exhibit 10.3 AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT THIS AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of March 23, 2018 (the “Effective Date”) by and among Legacy Reserves GP, LLC, a Delaware limited liability company and the general partner of the Partnership (as defined below) (the “Company”), Legacy Reserves Inc., a Delawa

March 26, 2018 EX-3.1

Third Amendment to Amended and Restated Limited Liability Company Agreement of Legacy Reserves GP, LLC. (Incorporated by reference to Legacy Reserves LP’s Current Report on Form 8-K filed March 26, 2018, Exhibit 3.1)

EX-3.1 Exhibit 3.1 THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES GP, LLC THIS THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES GP, LLC (this “Amendment”) (i) is entered into effective as of March 23, 2018 (the “Effective Date”) by and among Brothers Production Properties, Ltd. (“Brothers Properties”), Br

March 26, 2018 EX-99.1

Page 1

EX-99.1 Exhibit 99.1 Legacy Reserves LP Announces Corporate Transition and Conference Call to Discuss Transaction MIDLAND, Texas, March 26, 2018 - (GLOBENEWSWIRE) — Legacy Reserves LP (“Legacy”) (NASDAQ:LGCY) today announced the execution of definitive documentation to effectuate its corporate transition to Legacy Reserves Inc. (“New Legacy”), a newly-created Delaware corporation (the “Transaction

March 26, 2018 EX-10.2

Fourth Amendment to Term Loan Credit Agreement, dated as of March 23, 2018, by and among Legacy Reserves LP, Cortland Capital Market Services LLC and the lenders party thereto.

EX-10.2 Exhibit 10.2 FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT This FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Fourth Amendment”) dated as of March 23, 2018, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”), CORTL

March 26, 2018 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 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 March 26, 2018 (March 23, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incorporatio

March 26, 2018 EX-99.3

LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATI

EX-99.3 Exhibit 99.3 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of [ ], 2018, is among Legacy Rese

March 26, 2018 EX-10.1

Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of March 23, 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.

EX-10.1 Exhibit 10.1 NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF MARCH 23, 2018 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentation Agents UBS Securitie

March 26, 2018 EX-2.2

GP Purchase Agreement, dated as of March 23, 2018, by and among Legacy Reserves Inc., Legacy Reserves LP, Legacy Reserves GP, LLC, Lion GP Interests, LLC, Moriah Properties Limited, Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., DAB Resources, Ltd. and H2K Holdings, Ltd.

EX-2.2 Exhibit 2.2 GP PURCHASE AGREEMENT by and among LEGACY RESERVES INC., and LION GP INTERESTS, LLC and Solely for Purposes of Section 6.01, Section 8.12, Section 8.16 and Section 8.17, LEGACY RESERVES GP, LLC and LEGACY RESERVES LP and Solely for Purposes of Section 5.02, Section 6.01, Section 8.12, Section 8.16 and Section 8.18, MORIAH PROPERTIES, LTD., and Solely for Purposes of Section 5.02

March 26, 2018 EX-99.2

LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., THE GUARANTORS PARTY HERETO 8% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION,

EX-99.2 Exhibit 99.2 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 8% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of [ ], 2018, is among Legacy Reserves

March 26, 2018 EX-2.2

GP Purchase Agreement, dated as of March 23, 2018, by and among Legacy Reserves Inc., Legacy Reserves LP, Legacy Reserves GP, LLC, Lion GP Interests, LLC, Moriah Properties Limited, Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., DAB Resources, Ltd. and H2K Holdings, Ltd.

EX-2.2 Exhibit 2.2 GP PURCHASE AGREEMENT by and among LEGACY RESERVES INC., and LION GP INTERESTS, LLC and Solely for Purposes of Section 6.01, Section 8.12, Section 8.16 and Section 8.17, LEGACY RESERVES GP, LLC and LEGACY RESERVES LP and Solely for Purposes of Section 5.02, Section 6.01, Section 8.12, Section 8.16 and Section 8.18, MORIAH PROPERTIES, LTD., and Solely for Purposes of Section 5.02

March 26, 2018 EX-10.3

Amended and Restated Director Nomination Agreement, dated as of March 23, 2018, by and among Legacy Reserves GP, LLC, Legacy Reserves Inc. and GSO Capital Partners LP.

EX-10.3 Exhibit 10.3 AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT THIS AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of March 23, 2018 (the “Effective Date”) by and among Legacy Reserves GP, LLC, a Delaware limited liability company and the general partner of the Partnership (as defined below) (the “Company”), Legacy Reserves Inc., a Delawa

March 26, 2018 EX-10.1

Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of March 23, 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.

EX-10.1 Exhibit 10.1 NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF MARCH 23, 2018 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentation Agents UBS Securitie

March 26, 2018 EX-3.1

Third Amendment to Amended and Restated Limited Liability Company Agreement of Legacy Reserves GP, LLC.

EX-3.1 Exhibit 3.1 THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES GP, LLC THIS THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES GP, LLC (this “Amendment”) (i) is entered into effective as of March 23, 2018 (the “Effective Date”) by and among Brothers Production Properties, Ltd. (“Brothers Properties”), Br

March 26, 2018 425

LGCY / Legacy Reserves LP 8-K (Prospectus)

8-K 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 March 26, 2018 (March 23, 2018) Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incorporatio

March 26, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 23, 2018, by and among Legacy Reserves Inc., Legacy Reserves Merger Sub LLC, Legacy Reserves LP and Legacy Reserves GP, LLC.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 23, 2018 BY AND AMONG LEGACY RESERVES INC., LEGACY RESERVES MERGER SUB LLC, LEGACY RESERVES LP AND LEGACY RESERVES GP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE MERGER 8 Section 2.01 The Merger and Surviving Entity 8 Section 2.02 Closing 8 Section 2.03 Effective Time 9 Section 2.04

March 26, 2018 EX-10.2

Fourth Amendment to Term Loan Credit Agreement, dated as of March 23, 2018, by and among Legacy Reserves LP, Cortland Capital Market Services LLC and the lenders party thereto.

EX-10.2 Exhibit 10.2 FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT This FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Fourth Amendment”) dated as of March 23, 2018, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”), CORTL

March 26, 2018 EX-99.1

Page 1

EX-99.1 Exhibit 99.1 Legacy Reserves LP Announces Corporate Transition and Conference Call to Discuss Transaction MIDLAND, Texas, March 26, 2018 - (GLOBENEWSWIRE) — Legacy Reserves LP (“Legacy”) (NASDAQ:LGCY) today announced the execution of definitive documentation to effectuate its corporate transition to Legacy Reserves Inc. (“New Legacy”), a newly-created Delaware corporation (the “Transaction

March 26, 2018 EX-99.3

LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATI

EX-99.3 Exhibit 99.3 LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF [ ], 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of [ ], 2018, is among Legacy Rese

February 23, 2018 EX-99.1

Summary Reserve Report from LaRoche Petroleum Consultants, Ltd.

EX-99.1 9 lgcy12312017ex991.htm SUMMARY RESERVE REPORT FROM LAROCHE PETROLEUM CONSULTANTS, LTD. EXHIBIT 99.1 January 18, 2018 Mr. James D. Westcott Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, TX 79701 Dear Mr. Westcott: At your request, LaRoche Petroleum Consultants, Ltd. (LPC) has estimated the proved reserves and future cash flow, as of December 31, 2017, to the Legacy Reserves LP

February 23, 2018 EX-21.1

List of subsidiaries of Legacy Reserves LP

EXHIBIT 21.1 Legacy Reserves LP Subsidiaries Entity Jurisdiction of Formation Binger Operations, LLC (50% non-controlling interest) Oklahoma Legacy Reserves Operating GP LLC Delaware Legacy Reserves Operating LP Delaware Legacy Reserves Services Inc. Texas Legacy Reserves Finance Corporation Delaware Dew Gathering LLC Texas Pinnacle Gas Treating LLC Texas Legacy Reserves Energy Services LLC Texas

February 23, 2018 EX-10.15

Standstill and Voting Agreement, among Legacy Reserves GP, Legacy Reserves LP, Fir Tree Capital Management LP, Fir Tree Value Master Fund, L.P., Fir Tree Capital Opportunity Master Fund, L.P., Fir Tree Capital Opportunity Master Fund III, L.P., FT SOF IV Holdings, LLC, FT SOF V Holdings, LLC, FT SOF VII Holdings, LLC and Fir Tree E&P Holdings XI, LLC, dated as of December 31, 2017

STANDSTILL AND VOTING AGREEMENT This STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2017 (the “Effective Date”), by and among Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), Legacy Reserves LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Legacy Entities”), and Fir Tree Capital Management LP, a Delaware limited partnership (f/k/a Fir Tree Inc.

February 23, 2018 10-K

LGCY / Legacy Reserves LP ANNUAL REPORT ON FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-33249 Legacy Reserves LP (Exact name

February 21, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q417earningsandwestcottpro.htm 8-K 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): February 16, 2018 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisd

February 21, 2018 EX-99.1

Operating Regions Oil (MBbls) Natural Gas (MMcf) NGLs(MBbls) Total (MBoe) % Liquids % PDP % Total Standardized Measure ($ thousands) Permian Basin 43,023 125,810 1,433 65,424 68 % 87 % 36 % $ 750,730 East Texas 79 343,720 216 57,582 1 % 98 % 32 % 197

Exhibit Legacy Reserves LP Announces Fourth Quarter and Annual 2017 Results, Updated 2018 Guidance, Dan Westcott's Promotion to President and Availability of Schedule K-1s MIDLAND, Texas, February 21, 2018 - (GLOBENEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ: LGCY ) today announced fourth quarter and annual results for 2017 , which included the following highlights: ? Generated record quarterly production of 49,185 Boe/d, a 7% increase relative to Q3'17, and record annual production of 44,967 Boe/d.

January 5, 2018 EX-10.2

Note Purchase Agreement, among Legacy Reserves LP, Fir Tree Value Master Fund, L.P., Fir Tree Capital Opportunity Master Fund, L.P., Fir Tree Capital Opportunity Master Fund III, L.P., FT SOF IV Holdings, LLC, FT SOF V Holdings, LLC and FT SOF VII Holdings, LLC, dated as of December 31, 2017 (Incorporated by reference to Legacy Reserves LP's current report on Form 8-K (File No. 001-33249) filed on January 5, 2018, Exhibit 10.2)

EX-10.2 Exhibit 10.2 Execution Version NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this ?Agreement?) is entered into this 31st day of December, 2017, by and among Legacy Reserves LP, a Delaware limited partnership (the ?Company?), and Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership, Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted

January 5, 2018 EX-10.1

Third Amendment to Term Loan Credit Agreement, among Legacy Reserves LP, as Borrower, Cortland Capital Market Services LLC, as Administrative Agent, and the lenders party thereto, dated as of December 31, 2017 (Incorporated by reference to Legacy Reserves LP's current report on Form 8-K (File No. 001-33249) filed on January 5, 2018, Exhibit 10.1)

EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT This THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this ?Third Amendment?) dated as of December 31, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the ?Borrower?), each of the undersigned guarantors (the ?Guarantors?, and together with the Borrower, the ?Obligors?), CORTL

January 5, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d509439d8k.htm 8-K 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 December 31, 2017 Date of Report (Date of earliest event reported) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 001-33249 16-1751069 (State or other jurisdiction of incor

November 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k110117.htm FORM 8-K 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): November 1, 2017 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorpo

November 1, 2017 EX-99.1

Legacy Reserves LP Announces Third Quarter 2017 Results, Extension of Second Lien Availability and Updated Financial Guidance

EdgarFiling EXHIBIT 99.1 Legacy Reserves LP Announces Third Quarter 2017 Results, Extension of Second Lien Availability and Updated Financial Guidance MIDLAND, Texas, Nov. 01, 2017 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced third quarter results for 2017 including the following highlights: Completed $3.3 million of acreage acquisitions expanding our future devel

November 1, 2017 EX-10.1

Second Amendment to Term Loan Credit Agreement, among Legacy Reserves LP, as Borrower, Cortland Capital Market Services LLC, as Administrative Agent and the lenders party thereto, dated as of October 30, 2017

SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this ?Second Amendment?) dated as of October 30, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the ?Borrower?); each of the undersigned guarantors (the ?Guarantors?, and together with the Borrower, the ?Obligors?); CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the ?Administrative Agent?); and the Lenders signatory hereto.

November 1, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 o TRANSITION REPORT PURSUANT

10-Q 1 lgcy930201710q.htm QUARTERLY REPORT ON FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

October 13, 2017 EX-99.1

Report of Independent Auditor

EX-99.1 3 exhibit991jdaaccelerationp.htm STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES Exhibit 99.1 Report of Independent Auditor Board of Directors and Unitholders Legacy Reserves LP Midland, Texas We have audited the accompanying statement of revenues and direct operating expenses of the oil and natural gas properties (the “Jupiter Acceleration Payment Interests”), as defined in Note 1, a

October 13, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 jdaaccelerationpayment8-k.htm CURRENT REPORT ON FORM 8-K 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): October 13, 2017 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (

October 13, 2017 EX-99.2

LEGACY RESERVES LP UNAUDITED PRO FORMA BALANCE SHEET AS OF JUNE 30, 2017

Exhibit Exhibit 99.2 LEGACY RESERVES LP UNAUDITED PRO FORMA BALANCE SHEET AS OF JUNE 30, 2017 Legacy Pro Forma Adjustments Pro Forma (In thousands) ASSETS Current assets: Cash $ 1,214 $ (141,405 ) (a) $ 1,909 142,100 (b) Accounts receivable, net: Oil and natural gas 42,189 ? 42,189 Joint interest owners 26,673 ? 26,673 Other 401 ? 401 Fair value of derivatives 24,343 ? 24,343 Prepaid expenses and

August 4, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-33249 Legacy Reserves LP (Exac

August 4, 2017 EX-10.1

First Amendment and Waiver to Term Loan Credit Agreement, among Legacy Reserves LP, as Borrower, Cortland Capital Market Services LLC, as Administrative Agent and the lenders party thereto, dated as of July 31, 2017. (Incorporated by reference to Legacy Reserves LP’s Quarterly Report on Form 10-Q (File No. 001-33249) filed August 4, 2017, Exhibit 10.1)

FIRST AMENDMENT AND WAIVER TO TERM LOAN CREDIT AGREEMENT This FIRST AMENDMENT AND WAIVER TO TERM LOAN CREDIT AGREEMENT (this ?First Amendment?) dated as of July 31, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the ?Borrower?); each of the undersigned guarantors (the ?Guarantors?, and together with the Borrower, the ?Obligors?); CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the ?Administrative Agent?); and the Lenders signatory hereto.

August 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k080317.htm FORM 8-K 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): August 2, 2017 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorpora

August 3, 2017 EX-99.1

Legacy Reserves LP Announces Second Quarter 2017 Results, Acceleration Payment to TSSP, Amended and Restated Joint Development Agreement, Updated Financial Guidance and Increased Capital Budget

EdgarFiling

May 18, 2017 8-K

Legacy Reserves CURRENT REPORT ON FORM 8-K (Current Report/Significant Event)

Document 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): May 16, 2017 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission

May 3, 2017 EX-99.1

Legacy Reserves LP Announces First Quarter 2017 Results and Provides Operational and Financial Update

EX-99.1 2 exh991.htm PRESS RELEASE Exhibit 99.1 Legacy Reserves LP Announces First Quarter 2017 Results and Provides Operational and Financial Update MIDLAND, Texas, May 03, 2017 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced first quarter results for 2017 including the following Q1 highlights: Deployed $23.7 million of development capital as follows: - $16.7 millio

May 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k050317.htm FORM 8-K 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): May 3, 2017 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorporatio

May 3, 2017 10-Q

Legacy Reserves LP QUARTERLY REPORT ON FORM 10-Q (Quarterly Report)

10-Q 1 lgcy331201710q.htm QUARTERLY REPORT ON FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

April 10, 2017 DEF 14A

Legacy Reserves LP DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by

April 10, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 partnershipagreementamendm.htm CURRENT REPORT ON FORM 8-K 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): April 10, 2017 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (S

April 10, 2017 EX-3.1

Fifth Amended and Restated Agreement of Limited Partnership of Legacy Reserves LP (Incorporated by reference to Legacy Reserves LP’s Current Report on Form 8-K filed April 10, 2017, Exhibit 3.1)

Exhibit Exhibit 3.1 FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 30 Article II ORGANIZATION Section 2.1 Continuation 30 Section 2.2 Name 31 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 31 Section 2.4 Purpose and Business 31 Section 2.5

February 23, 2017 EX-99.1

Legacy Reserves LP Announces Fourth Quarter and Annual 2016 Results and 2017 Guidance

EX-99.1 2 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 Legacy Reserves LP Announces Fourth Quarter and Annual 2016 Results and 2017 Guidance MIDLAND, Texas, Feb. 22, 2017 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced fourth quarter and annual results for 2016. 2016 included the following highlights: Generated record annual production of 43,803 Boe/d up 14% from 38,523 Boe/

February 23, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k022217.htm FORM 8-K 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): February 22, 2017 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorp

February 22, 2017 EX-10.3

Form of Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units Under Objective Component of Long-Term Equity Incentive Compensation (Incorporated by reference to Legacy Reserves LP's current report on Form 8-K (File No. 001-33249) filed on February 22, 2017, Exhibit 10.3)

EX-10.3 4 ex103phantomunitgrantobjec.htm EXHIBIT 10.3 Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units Under Objective Component of Long-Term Equity Incentive Compensation Grantee: Grant Date: 1. Grant of Phantom Units. Legacy Reserves LP (the “Partnership”) hereby grants to you Phantom Units under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan (the “Plan”)

February 22, 2017 EX-10.2

Form of Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units (Cash) Under Subjective Component of Long-Term Equity Incentive Compensation (Incorporated by reference to Legacy Reserves LP's current report on Form 8-K (File No. 001-33249) filed on February 22, 2017, Exhibit 10.2)

Exhibit Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units (Cash) Under Subjective Component of Long-Term Equity Incentive Compensation Grantee: Grant Date: 1.

February 22, 2017 EX-10.1

Form of Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units (Units) Under Subjective Component of Long-Term Equity Incentive Compensation (Incorporated by reference to Legacy Reserves LP's current report on Form 8-K (File No. 001-33249) filed on February 22, 2017, Exhibit 10.1)

Exhibit Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units (Units) Under Subjective Component of Long-Term Equity Incentive Compensation Grantee: Grant Date: 1.

February 22, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 21, 2017 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File

February 22, 2017 EX-10.4

Form of Retention Bonus Agreement (Incorporated by reference to Legacy Reserves LP's current report on Form 8-K (File No. 001-33249) filed on February 22, 2017, Exhibit 10.4)

Exhibit LEGACY RESERVES SERVICES, INC. RETENTION BONUS AGREEMENT This Retention Bonus Agreement (“ Agreement ”) is made and entered into effective as of [ ], 2017 (the “ Effective Date ”) by and between Legacy Reserves Services, Inc. (the “ Company ”) and [NAME] (“ Employee ”). WHEREAS, Employee is currently an employee of the Company; and WHEREAS, the Company desires to promote the interests of t

February 22, 2017 10-K

Legacy Reserves LP ANNUAL REPORT ON FORM 10-K (Annual Report)

10-K 1 lgcy1231201610k.htm ANNUAL REPORT ON FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

February 22, 2017 EX-99.1

January 18, 2017

EX-99.1 8 lgcy12312016ex991.htm SUMMARY RESERVE REPORT FROM LAROCHE PETROLEUM CONSULTANTS, LTD. EXHIBIT 99.1 January 18, 2017 Mr. James D. Westcott Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, TX 79701 Dear Mr. Westcott: At your request, LaRoche Petroleum Consultants, Ltd. (LPC) has estimated the proved reserves and future cash flow, as of December 31, 2016, to the Legacy Reserves LP

February 22, 2017 EX-21.1

Legacy Reserves LP Entity Jurisdiction of Formation Binger Operations, LLC (50% non-controlling interest) Oklahoma Legacy Reserves Operating GP LLC Delaware Legacy Reserves Operating LP Delaware Legacy Reserves Services Inc. Texas Legacy Reserves Fin

EX-21.1 2 lgcy12312016ex211.htm LIST OF SUBSIDIARIES OF LEGACY RESERVES LP EXHIBIT 21.1 Legacy Reserves LP Subsidiaries Entity Jurisdiction of Formation Binger Operations, LLC (50% non-controlling interest) Oklahoma Legacy Reserves Operating GP LLC Delaware Legacy Reserves Operating LP Delaware Legacy Reserves Services Inc. Texas Legacy Reserves Finance Corporation Delaware Dew Gathering LLC Texas

January 30, 2017 CORRESP

Legacy Reserves LP ESP

CORRESP 1 filename1.htm Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, Texas 79701 January 30, 2017 VIA EDGAR Mr. H. Roger Schwall Assistant Director Office of Natural Resources Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: Legacy Reserves LP Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 26, 2016 Dear Mr. Sc

December 7, 2016 CORRESP

Legacy Reserves LP ESP

Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, Texas 79701 December 7, 2016 VIA EDGAR Mr. H. Roger Schwall Assistant Director Office of Natural Resources Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: Legacy Reserves LP Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 26, 2016 Form 8-K filed February 24, 2016 Fi

November 18, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 director8-k.htm CURRENT REPORT ON FORM 8-K 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): November 15, 2016 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or othe

November 18, 2016 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Donald Dwight Scott, hereby constitute and appoint Dan G.

November 2, 2016 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): November 2, 2016 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 2, 2016 EX-99.1

Legacy Reserves LP Announces Third Quarter 2016 Results and Provides Operational and Financial Update

EdgarFiling EXHIBIT 99.1 Legacy Reserves LP Announces Third Quarter 2016 Results and Provides Operational and Financial Update MIDLAND, Texas, Nov. 02, 2016 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced third quarter results for 2016 including the following Q3 highlights: Reduced lease operating expenses, excluding ad valorem taxes, to $40.1 million representing a

November 2, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 2, 2016 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 2, 2016 EX-99.1

Legacy Reserves LP Announces Second Quarter 2016 Results and Provides Operational and Financial Update

EdgarFiling

November 2, 2016 10-Q

Legacy Reserves LP QUARTERLY REPORT ON FORM 10-Q (Quarterly Report)

10-Q 1 lgcy930201610q.htm QUARTERLY REPORT ON FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

October 28, 2016 EX-10.2

Eighth Amendment to Third Amended and Restated Credit Agreement, dated October 25, 2016, among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed October 28, 2016, Exhibit 10.2)

EX-10.2 3 exhibit102creditagreementa.htm EXHIBIT 10.2 EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF OCTOBER 25, 2016 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank C

October 28, 2016 EX-10.1

Term Loan Credit Agreement, among Legacy Reserves LP, as Borrower, Cortland Capital Market Services LLC, as Administrative Agent and the lenders party thereto, dated as of October 25, 2016 (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed October 28, 2016, Exhibit 10.1)

Exhibit TERM LOAN CREDIT AGREEMENT Dated as of October 25, 2016 among LEGACY RESERVES LP, as Borrower, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent, and THE LENDERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS 1 Section 1.

October 28, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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): October 25, 2016 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commiss

August 3, 2016 EX-99.1

Legacy Reserves LP Announces Second Quarter 2016 Results and Provides Operational and Financial Update

EdgarFiling

August 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2016 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 3, 2016 10-Q

Legacy Reserves LP QUARTERLY REPORT ON FORM 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-33249 Legacy Reserves

August 3, 2016 EX-3.2

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP LEGACY RESERVES LP as amended by Amendment No. 1 thereto, dated May 10, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP as amended by Amendment No.

June 17, 2016 EX-10.4

Form of Retention Bonus Agreement (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on June 17, 2016, Exhibit 10.4)

EX-10.4 5 a16-135491ex10d4.htm EX-10.4 Exhibit 10.4 LEGACY RESERVES SERVICES, INC. RETENTION BONUS AGREEMENT This Retention Bonus Agreement (“Agreement”) is made and entered into effective as of [ ], 2016 (the “Effective Date”) by and between Legacy Reserves Services, Inc. (the “Company”) and [NAME] (“Employee”). WHEREAS, Employee is currently an employee of the Company; and WHEREAS, the Company d

June 17, 2016 EX-10.3

Form of Grant of Phantom Units (Units) Under Subjective Component of Long-Term Equity Incentive Compensation (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on June 17, 2016, Exhibit 10.3)

Exhibit 10.3 Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units (Units) Under Subjective Component of Long-Term Equity Incentive Compensation Grantee: Grant Date: 1. Grant of Phantom Units. Legacy Reserves LP (the “Partnership”) hereby grants to you Phantom Units under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan (the “Plan”) on the terms and conditions set

June 17, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 13, 2016 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Num

June 17, 2016 EX-10.1

Form of Grant of Phantom Units Under Objective Component of Long-Term Equity Incentive Compensation (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on June 17, 2016, Exhibit 10.1)

Exhibit 10.1 Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units Under Objective Component of Long-Term Equity Incentive Compensation Grantee: Grant Date: 1. Grant of Phantom Units. Legacy Reserves LP (the “Partnership”) hereby grants to you Phantom Units under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth und

June 17, 2016 EX-10.2

Form of Grant of Phantom Units (Cash) Under Subjective Component of Long-Term Equity Incentive Compensation (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on June 17, 2016, Exhibit 10.2)

Exhibit 10.2 Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units (Cash) Under Subjective Component of Long-Term Equity Incentive Compensation Grantee: Grant Date: 1. Grant of Phantom Units. Legacy Reserves LP (the “Partnership”) hereby grants to you Phantom Units under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan (the “Plan”) on the terms and conditions set f

May 25, 2016 8-K

Unregistered Sales of Equity Securities

Document 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): May 24, 2016 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission

May 12, 2016 EX-99.1

Legacy Reserves Announces Chairman Transition and Names Lead Independent Director

SEC Exhibit Legacy Reserves Announces Chairman Transition and Names Lead Independent Director MIDLAND, Texas, May 12, 2016 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced that the board of directors of the general partner of Legacy (the “Board”) has appointed Paul T.

May 12, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

SEC Document 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): May 10, 2016 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commiss

May 4, 2016 EX-99.1

Legacy Reserves LP Announces First Quarter 2016 Results and Provides Operational and Financial Update

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Legacy Reserves LP Announces First Quarter 2016 Results and Provides Operational and Financial Update MIDLAND, Texas, May 04, 2016 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced first quarter results for 2016 including the following Q1 highlights: Increased production to 45,527 Boe/d Reduced lease operating expenses, e

May 4, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 4, 2016 Legacy Reserves LP (Exact Name of Registrant as Specified in Charter) Delaware 1-33249 16-1751069 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 4, 2016 DEFA14A

Legacy Reserves LP ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS AND RULE 14(A)(12) MATERIAL

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant □ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

May 4, 2016 10-Q

Legacy Reserves LP QUARTERLY REPORT ON FORM 10-Q (Quarterly Report)

10-Q 1 lgcy331201610q.htm QUARTERLY REPORT ON FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

May 3, 2016 DEFA14A

Legacy Reserves LP ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS AND RULE 14(A)(12) MATERIAL

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant □ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

April 22, 2016 DEFA14A

Legacy Reserves LP ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS AND RULE 14(A)(12) MATERIAL

DEFA14A 1 legacy-additionalsolicitin.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS AND RULE 14(A)(12) MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant □ Check the appropriate box: □

March 30, 2016 DEF 14A

Legacy Reserves LP DEFINITIVE PROXY STATEMENT

DEF 14A 1 legacydef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, f

March 18, 2016 PRE 14A

Legacy Reserves LP PRELIMINARY PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission only (as permitted by Rule 14

February 26, 2016 10-K

Legacy Reserves LP ANNUAL REPORT ON FORM 10-K (Annual Report)

10-K 1 lgcy1231201510k.htm ANNUAL REPORT ON FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

February 26, 2016 EX-21.1

Legacy Reserves LP Entity Jurisdiction of Formation Binger Operations, LLC (50% non-controlling interest) Oklahoma Legacy Reserves Operating GP LLC Delaware Legacy Reserves Operating LP Delaware Legacy Reserves Services Inc. Texas Legacy Reserves Fin

EXHIBIT 21.1 Legacy Reserves LP Subsidiaries Entity Jurisdiction of Formation Binger Operations, LLC (50% non-controlling interest) Oklahoma Legacy Reserves Operating GP LLC Delaware Legacy Reserves Operating LP Delaware Legacy Reserves Services Inc. Texas Legacy Reserves Finance Corporation Delaware Dew Gathering LLC Texas Pinnacle Gas Treating LLC Texas Legacy Reserves Energy Services LLC Texas

February 26, 2016 EX-10.14

Sixth Amendment to Third Amended and Restated Credit Agreement, dated November 13, 2015, among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (Incorporated by reference to Legacy Reserves LP's annual report on Form 10-K (File No. 001-33249) filed on February 26, 2016, Exhibit 10.14)

Exhibit 10.14 Sixth Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of November 13, 2015 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentation Agents UBS Securities LL

February 26, 2016 EX-99.1

January 18, 2016

EXHIBIT 99.1 January 18, 2016 Mr. James D. Westcott Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, TX 79701 Dear Mr. Westcott: At your request, LaRoche Petroleum Consultants, Ltd. (LPC) has estimated the proved reserves and future cash flow, as of December 31, 2015, to the Legacy Reserves LP (Legacy) interest in certain properties located in the United States. The work for this report

February 24, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

8-K 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): February 19, 2016 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission

February 24, 2016 EX-10.1

Seventh Amendment to Third Amended and Restated Credit Agreement, dated February 19, 2016, among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on February 24, 2016, Exhibit 10.1)

Exhibit Exhibit 10.1 Seventh Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors , Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of February 19, 2016 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentation Agents UBS Sec

February 24, 2016 EX-99.1

Three Months Ended Twelve Months Ended December 31, December 31, 2015 2014 2015 2014 (dollars in millions) Production (Boe/d) 45,435 32,783 38,523 26,962 Revenue $ 79.9 $ 119.6 $ 338.8 $ 532.3 Net Loss (a) $ (344.1 ) $ (331.5 ) $ (701.5 ) $ (283.6 )

Exhibit Legacy Reserves LP Announces Fourth Quarter and Annual 2015 Results MIDLAND, Texas, February 24, 2016- (GLOBENEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ: LGCY ) today announced fourth quarter and annual results for 2015 .

November 6, 2015 EX-10.2

First Supplemental Indenture, dated as of August 25, 2015, among Legacy Reserves LP, Legacy Reserves Finance Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (related to 8% Senior Notes due 2020) (Incorporated by reference to Legacy Reserves LP’s quarterly report on Form 10-Q (File No. 001-33249) filed November 6, 2015, Exhibit 10.2)

LEGACY RESERVES LP LEGACY RESERVES FINANCE CORPORATION and THE GUARANTORS PARTY HERETO 8% SENIOR NOTES DUE 2020 FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 25, 2015, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee This FIRST SUPPLEMENTAL INDENTURE (the ?Supplemental Indenture?), dated as of August 25, 2015, is among Legacy Reserves LP, a Delaware limited partnership (the ?Company?), Legacy Reserves Finance Corporation, a Delaware corporation (?Finance Corp.

November 6, 2015 EX-10.3

First Supplemental Indenture, dated as of August 25, 2015, among Legacy Reserves LP, Legacy Reserves Finance Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (related to 6.625% Senior Notes due 2021) (Incorporated by reference to Legacy Reserves LP’s quarterly report on Form 10-Q (File No. 001-33249) filed November 6, 2015, Exhibit 10.3)

EX-10.3 3 lgcy9302015ex103.htm 2021 NOTES FIRST SUPPLEMENTAL INDENTURE LEGACY RESERVES LP LEGACY RESERVES FINANCE CORPORATION and THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 25, 2015, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee This FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of August 25, 2015, is among

November 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 £ TRANSITION REPORT PURSUANT

10-Q 1 lgcy930201510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

November 4, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File

November 4, 2015 EX-99

Legacy Reserves LP Announces Third Quarter 2015 Results

Legacy Reserves LP Announces Third Quarter 2015 Results EXHIBIT 99.1 Legacy Reserves LP Announces Third Quarter 2015 Results MIDLAND, Texas, Nov. 4, 2015 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced third quarter results for 2015. Q3 highlights include: Record production of 41,152 Boe/d Lease operating expense (excluding ad valorem taxes) of $46.0 million, a $0.5

October 14, 2015 EX-99.2

LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2015

EX-99.2 4 exhibit992apcwgracquisition.htm UNAUDITED PRO FORMA COMBINED BALANCE SHEET AND STATEMENTS OF OPERATIONS Exhibit 99.2 LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2015 Legacy Pro Forma Adjustments Pro Forma (In thousands) ASSETS Current assets: Cash $ 3,661 $ (424,815 ) (a) $ 3,846 425,000 (b) Accounts receivable, net: Oil and natural gas 41,235 — 41,235 Jo

October 14, 2015 EX-99.1

Report of Independent Auditor

Exhibit Exhibit 99.1 Report of Independent Auditor Board of Directors and Unitholders Legacy Reserves LP Midland, Texas We have audited the accompanying combined statement of revenues and direct operating expenses of the oil and natural gas properties and related natural gas gathering and processing assets (together the ?Anadarko Acquisitions?), as defined in Note 1, acquired on July 31, 2015 by L

October 14, 2015 8-K/A

Legacy Reserves 8-K/A (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2015 (July 31, 2015) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporat

September 29, 2015 CORRESP

Legacy Reserves ESP

Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, Texas 79701 September 29, 2015 VIA EDGAR Ethan Horowitz Branch Chief Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Legacy Reserves LP Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 27, 2015 Response Dated July 8, 2015 File No. 1-3324

September 15, 2015 CORRESP

Legacy Reserves ESP

Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, Texas 79701 September 15, 2015 VIA EDGAR Ethan Horowitz Branch Chief Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Legacy Reserves LP Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 27, 2015 Response Dated July 8, 2015 File No. 1-3324

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 £ TRANSITION REPORT PURSUANT TO S

10-Q 1 lgcy630201510q.htm QUARTERLY REPORT ON FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

August 7, 2015 EX-10.2

Fifth Amendment to Third Amended and Restated Credit Agreement, dated August 5, 2015, among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (Incorporated by reference to Legacy Reserves LP’s quarterly report on Form 10-Q (File No. 001-33249) filed August 7, 2015, Exhibit 10.2)

EX-10.2 2 lgcy6302015ex102.htm FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.2 Fifth Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of August 5, 2015 Sole Lead Arranger and Sole Book Runner Wells Farg

August 6, 2015 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): July 31, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Num

August 5, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Nu

August 5, 2015 EX-99

Legacy Reserves LP Announces Second Quarter 2015 Results

Legacy Reserves LP Announces Second Quarter 2015 Results EXHIBIT 99.1 Legacy Reserves LP Announces Second Quarter 2015 Results MIDLAND, Texas, Aug. 5, 2015 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced second quarter results for 2015. Q2 highlights include: Production of 33,571 Boe/d Lease operating expense (excluding ad valorem taxes) of $42.8 million, a $3.1 mill

July 9, 2015 EX-2.1

Membership Interest Purchase and Sale Agreement, dated July 3, 2015, by and between Legacy Reserves Operating LP and WGR Operating LP (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on July 9, 2015, Exhibit 2.1)

Exhibit 2.1 Execution Version MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BETWEEN WGR OPERATING LP AS SELLER AND LEGACY RESERVES OPERATING LP AS PURCHASER Executed on July 3, 2015 TABLE OF CONTENTS Page DEFINITIONS v MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT 1 RECITALS 1 ARTICLE 1 PURCHASE AND SALE 1 Section 1.1 Purchase and Sale 1 Section 1.2 Dew Pipeline Assets 1 Section 1.3 Pinnacle P

July 9, 2015 8-K

Legacy Reserves 8-K (Current Report/Significant Event)

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): July 3, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Numb

July 9, 2015 EX-2.2

Purchase and Sale Agreement, dated July 3, 2015, by and between Legacy Reserves Operating LP and Anadarko E&P Onshore LLC (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on July 9, 2015, Exhibit 2.2)

Exhibit 2.2 Execution Version PURCHASE AND SALE AGREEMENT BETWEEN ANADARKO E&P ONSHORE LLC AS SELLER AND LEGACY RESERVES OPERATING LP AS PURCHASER Executed on July 3, 2015 Effective as of 7:00 A.M. Central Time, April 1, 2015 TABLE OF CONTENTS Page DEFINITIONS v PURCHASE AND SALE AGREEMENT 1 RECITALS 1 ARTICLE 1 PURCHASE AND SALE 1 Section 1.1 Purchase and Sale 1 Section 1.2 Assets 1 Section 1.3 E

July 9, 2015 8-K

Other Events

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): July 2, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Numb

July 8, 2015 CORRESP

Legacy Reserves ESP

CORRESP 1 filename1.htm Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, Texas 79701 July 8, 2015 VIA EDGAR Mr. Ethan Horowitz Branch Chief Division of Corporation Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: Legacy Reserves LP Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 27, 2015 File No. 1-33249 Dear Mr. Horowitz: Set forth bel

June 12, 2015 EX-10.1

Amendment No. 1 to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, dated as of June 12, 2015. (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on June 12, 2015, Exhibit 10.1)

Exhibit 10.1 FIRST AMENDMENT OF AMENDED AND RESTATED LEGACY RESERVES LP LONG-TERM INCENTIVE PLAN THIS FIRST AMENDMENT is made as of the date set forth below by Legacy Reserves GP LLC (the ?Company?). W I T N E S S E T H : WHEREAS, the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan (the ?Plan?) is maintained for the benefit of certain eligible persons as set forth in the Plan; and

June 12, 2015 S-8

Legacy Reserves S-8

As filed with the Securities and Exchange Commission on June 12, 2015 Registration No.

June 12, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 12, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Num

May 14, 2015 DEFA14A

Legacy Reserves DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 13, 2015 DEFA14A

Legacy Reserves DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

legacydefa14a.pdf - Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy

May 8, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 £ TRANSITION REPORT PURSUANT TO

10-Q 1 lgcy331201510q.htm QUARTERLY REPORT ON FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

May 6, 2015 EX-99

Legacy Reserves LP Announces First Quarter 2015 Results and Updated Financial Guidance

Legacy Reserves LP Announces First Quarter 2015 Results and Updated Financial Guidance EXHIBIT 99.

May 6, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File Numbe

May 6, 2015 DEFA14A

Legacy Reserves DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 4, 2015 DEFA14A

Legacy Reserves DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 20, 2015 DEF 14A

Legacy Reserves DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission only (as permitted by Rule 14

February 27, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 24, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File

February 27, 2015 EX-10.12

Fourth Amendment to Third Amended and Restated Credit Agreement, dated February 23, 2015, among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (Incorporated by reference to Legacy Reserves LP's annual report on Form 10-K (File No. 001-33249) filed on February 27, 2015, Exhibit 10.12)

EX-10.12 3 lgcy12312014ex1012.htm FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.12 Fourth Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of February 23, 2015 Sole Lead Arranger and Sole Book Runner W

February 27, 2015 EX-21.1

Legacy Reserves LP Entity Jurisdiction of Formation Binger Operations, LLC (50% non-controlling interest) Oklahoma Legacy Reserves Operating GP LLC Delaware Legacy Reserves Operating LP Delaware Legacy Reserves Services Inc. Texas Legacy Reserves Fin

EXHIBIT 21.1 Legacy Reserves LP Subsidiaries Entity Jurisdiction of Formation Binger Operations, LLC (50% non-controlling interest) Oklahoma Legacy Reserves Operating GP LLC Delaware Legacy Reserves Operating LP Delaware Legacy Reserves Services Inc. Texas Legacy Reserves Finance Corporation Delaware

February 27, 2015 EX-10.11

Third Amendment to Third Amended and Restated Credit Agreement, dated December 29, 2014, among Legacy Reserves LP, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (Incorporated by reference to Legacy Reserves LP's annual report on Form 10-K (File No. 001-33249) filed on February 27, 2015, Exhibit 10.11)

EX-10.11 2 lgcy12312014ex1011.htm THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.11 Third Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of December 29, 2014 Sole Lead Arranger and Sole Book Runner Wel

February 27, 2015 EX-10.1

Employment Agreement effective as of March 1, 2015, between Kyle M. Hammond and Legacy Reserves Services, Inc. (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on February 27, 2015, Exhibit 10.1)

Exhibit 10.1 EMPLOYMENT AGREEMENT The parties to this Employment Agreement (this “Agreement”) are Legacy Reserves Services, Inc., a Texas corporation (the “Employer”), Kyle M. Hammond (the “Employee”). The parties desire to provide for the employment of the Employee as Executive Vice President and Chief Operating Officer of Legacy Reserves GP, LLC, a Delaware limited liability company (the “Compan

February 27, 2015 EX-99.1

January 26, 2015

EXHIBIT 99.1 January 26, 2015 Mr. James D. Westcott Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, TX 79701 Dear Mr. Westcott: At your request, LaRoche Petroleum Consultants, Ltd. (LPC) has estimated the proved reserves and future cash flow, as of December 31, 2014, to the Legacy Reserves LP (Legacy) interest in certain properties located in the United States. The work for this report

February 27, 2015 EX-10.3

Second Amendment to Employment Agreement effective as of March 1, 2015, between Legacy Reserves Services, Inc., Kyle A. McGraw and Legacy Reserves GP, LLC. (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on February 27, 2015, Exhibit 10.3)

EX-10.3 4 exhibit103mcgrawemployment.htm SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, Legacy Reserves Services, Inc. (the “Employer”), Kyle A. McGraw (the “Employee”) and Legacy Reserves GP, LLC (the “Company”) entered into that certain Employment Agreement, effective as of March 15, 2006, as amended (the “Agreement”); and WHEREAS, the par

February 27, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 lgcy1231201410k.htm ANNUAL REPORT ON FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

February 27, 2015 EX-10.2

Second Amendment to Employment Agreement effective as of March 1, 2015, between Legacy Reserves Services, Inc., Paul T. Horne and Legacy Reserves GP, LLC. (Incorporated by reference to Legacy Reserves LP’s current report on Form 8-K (File No. 001-33249) filed on February 27, 2015, Exhibit 10.2)

EX-10.2 3 exhibit102horneemploymenta.htm SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, Legacy Reserves Services, Inc. (the “Employer”), Paul T. Horne (the “Employee”) and Legacy Reserves GP, LLC (the “Company”) entered into that certain Employment Agreement, effective as of March 15, 2006, as amended (the “Agreement”); and WHEREAS, the part

February 26, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 document.htm FORM 8-K FILING DOCUMENT 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): February 25, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jur

February 26, 2015 EX-99

Legacy Reserves LP Announces Fourth Quarter and Annual 2014 Results, 2015 Guidance and New Chief Operating Officer

EXHIBIT 99.1 Legacy Reserves LP Announces Fourth Quarter and Annual 2014 Results, 2015 Guidance and New Chief Operating Officer MIDLAND, Texas, Feb. 25, 2015 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (Nasdaq:LGCY) today announced fourth quarter and annual results for 2014 as well as financial guidance for 2015. Financial results contained herein are preliminary and subject to the audited fi

February 6, 2015 EX-10.1

NON-EXECUTIVE CHAIRMAN AGREEMENT

Exhibit 10.1 NON-EXECUTIVE CHAIRMAN AGREEMENT This NON-EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”), is entered into as of February 3, 2015, by and among Legacy Reserves GP, LLC (the “Company”), a Delaware limited liability company and the general partner of Legacy Reserves LP, a Delaware limited partnership (“Legacy”), Legacy Reserves Services, Inc., a Texas corporation (“Legacy Services”), an

February 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 3, 2015 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File

January 9, 2015 424B3

Legacy Reserves LP Legacy Reserves Finance Corporation Offer to Exchange Up to $300,000,000 of 6.625% Senior Notes due 2021 That Have Not Been Registered Under the Securities Act of 1933 ("old notes") For Up to $300,000,000 of 6.625% Senior Notes due

424B3 1 a2222657z424b3.htm 424B3 Use these links to rapidly review the document Table of Contents Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-200982 PROSPECTUS Legacy Reserves LP Legacy Reserves Finance Corporation Offer to Exchange Up to $300,000,000 of 6.625% Senior Notes due 2021 That Have Not Been Registered Under the Securities Act of 1933 ("old notes") F

December 16, 2014 EX-12.1

Legacy Reserves LP Computation of Ratios of Earnings to Fixed Charges and Preferred Securities Distributions (in thousands, except ratios)

QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 Legacy Reserves LP Computation of Ratios of Earnings to Fixed Charges and Preferred Securities Distributions (in thousands, except ratios) Nine Months Ended September 30, Years Ended December 31, 2014 2013 2012 2011 2010 2009 Income (loss) before income taxes $ 48,725 $ (34,623 ) $ 69,733 $ 73,091 $ 11,346 $ (92,277 ) E

December 16, 2014 S-4

LGCY / Legacy Reserves LP S-4 - - S-4

S-4 1 a2222393zs-4.htm S-4 Use these links to rapidly review the document Table of Contents Table of Contents As filed with the Securities and Exchange Commission on December 16, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEGACY RESERVES LP* LEGACY RESERVES FINANCE CORPORATION (

December 16, 2014 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT T

QuickLinks - Click here to rapidly navigate through this document Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name

December 12, 2014 EX-99.1

LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2014

EX-99.1 2 exhibit991unauditedproform.htm UNAUDITED COMBINED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.1 LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2014 Legacy Historical WPX Acquisition Properties Historical Pro Forma Adjustments Pro Forma (In thousands, except per unit data) Revenues: Oil sales $ 316,426 $ 1,802 $ — $ 318,228 Natural g

December 12, 2014 8-K/A

Financial Statements and Exhibits, Other Events

8-K/A 1 wpxsupplementalproforma093.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 11, 2014 (June 4, 2014) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (

December 9, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 brownhorne8-kfilingdoc.htm 8-K 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 3, 2014 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdictio

December 9, 2014 EX-99.1

LEGACY RESERVES ANNOUNCES CHANGES IN LEADERSHIP ROLES

EX-99.1 2 exhibit991pressreleasedate.htm PRESS RELEASE DATED DECEMBER 3, 2014 Exhibit 99.1 LEGACY RESERVES ANNOUNCES CHANGES IN LEADERSHIP ROLES MIDLAND, TEXAS, December 3, 2014 - (GLOBENEWSWIRE) - Legacy Reserves LP (“Legacy”) (NASDAQ: LGCY) today announced that Cary D. Brown, Chairman, Chief Executive Officer and President of the general partner of Legacy, intends to resign from his position as

October 31, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 £ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-33249 Legacy Reserves LP

October 31, 2014 EX-10.1

First Amendment to Third Amended and Restated Credit Agreement, dated April 17, 2014, by and between Legacy Reserves LP, Wells Fargo Bank, National Association, as administrative agent and certain other financial institutions party thereto as lenders (Incorporated by reference to Legacy Reserves LP’s quarterly report on Form 10-Q (File No. 001-33249) filed October 31, 2014, Exhibit 10.1)

Exhibit 10.1 First Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of April 17, 2014 Sole Lead Arranger and Sole Book Runner Wells Fargo Securities, LLC Syndication Agent Compass Bank Co-Documentation Agents UBS Securities LLC an

October 29, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 29, 2014 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File

October 29, 2014 EX-99

Legacy Reserves LP Announces Third Quarter 2014 Results

EXHIBIT 99.1 Legacy Reserves LP Announces Third Quarter 2014 Results MIDLAND, Texas, Oct. 29, 2014 (GLOBE NEWSWIRE) - Legacy Reserves LP ("Legacy") (Nasdaq:LGCY) today announced third quarter results for 2014. Financial results contained herein are preliminary and subject to the final, unaudited financial statements included in Legacy's 10-Q to be filed on or about October 31, 2014. Q3 and YTD 201

October 28, 2014 CORRESP

LGCY / Legacy Reserves LP CORRESP - -

CORRESP 1 filename1.htm LEGACY RESERVES LP LEGACY RESERVES FINANCE CORPORATION 303 W. Wall Street, Suite 1800 Midland, Texas 79701 October 28, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: H. Roger Schwall, Assistant Director Re: Registration Statement on Form S-3 (No. 333-197370) of Legacy Reserve

October 17, 2014 S-3/A

LGCY / Legacy Reserves LP S-3/A - - S-3/A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on October 17, 2014 Registration No.

October 17, 2014 EX-12.1

Legacy Reserves LP Computation of Ratios of Earnings to Fixed Charges and Preferred Securities Distributions (in thousands, except ratios)

QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 Legacy Reserves LP Computation of Ratios of Earnings to Fixed Charges and Preferred Securities Distributions (in thousands, except ratios) Six Months Ended June 30, Years Ended December 31, 2014 2013 2012 2011 2010 2009 Income (loss) before income taxes $ (15,368 ) $ (34,623 ) $ 69,733 $ 73,091 $ 11,346 $ (92,277 ) Equi

October 8, 2014 EX-1.1

LEGACY RESERVES LP 10,000,000 Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version LEGACY RESERVES LP 10,000,000 Units Representing Limited Partner Interests UNDERWRITING AGREEMENT October 3, 2014 UBS SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED RBC CAPITAL MARKETS, LLC WELLS FARGO SECURITIES, LLC BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES LLC RAYMOND JAMES & ASSOCIATES, INC. As Representatives of

October 8, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 3, 2014 Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (Commission File N

October 6, 2014 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class to be Registered Amount to Be Registered(1) Offering Price Per Unit Aggregate Offering Price Amount of Registration Fee Units representing limited partner interests 11,500,000 $27.38 $314,870,000 $3

424B5 1 a2221681z424b5.htm 424B5 Use these links to rapidly review the document PROSPECTUS SUPPLEMENT TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class to be Registered Amount to Be Registered(1) Offering Price Per Unit Aggregate Offering Price Amount of Registration Fee Units representing limited partner interests 11,500,000 $27.38 $314,870,000 $36,588(2) (1) Includes 1,500,00

October 2, 2014 8-A12B/A

LGCY / Legacy Reserves LP 8-A12B/A - - 8-A12B/A

8-A12B/A 1 a14-2176918a12ba.htm 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEGACY RESERVES LP (Exact name of registrant as specified in its charter) Delaware 16-1751069 (State of incorporation or organization) (I.R.S. Employer

October 2, 2014 424B3

SUBJECT TO COMPLETION DATED OCTOBER 2, 2014

424B3 1 a2221649z424b3.htm 424B3 Use these links to rapidly review the document PROSPECTUS SUPPLEMENT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-194999 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed. T

September 12, 2014 CORRESP

LGCY / Legacy Reserves LP CORRESP - -

CORRESP 1 filename1.htm Legacy Reserves LP 303 W. Wall Street, Suite 1800 Midland, Texas 79701 September 12, 2014 Via EDGAR H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Legacy Reserves, LP Registration Statement on Form S-3 Filed July 11, 2014 File No. 333-197370 Form 10-K for Fisc

August 25, 2014 8-K/A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2014 (June 4, 2014) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (

August 25, 2014 EX-99.1

LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2014

Exhibit 99.1 LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2014 Legacy Historical WPX Acquisition Properties Historical Pro Forma Adjustments Pro Forma (In thousands, except per unit data) Revenues: Oil sales $ 210,786 $ 1,802 $ — $ 212,588 Natural gas liquids (NGL) sales 9,069 5,223 — 14,292 Natural gas sales 43,163 30,349 — 73,512 Total revenu

August 14, 2014 EX-99.2

LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF MARCH 31, 2014

Exhibit 99.2 LEGACY RESERVES LP UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF MARCH 31, 2014 Legacy Pro Forma Adjustments Pro Forma (In thousands) ASSETS Current assets: Cash $ 2,972 $ (329,177 ) (a) $ (34,467 ) 291,738 (b) Accounts receivable, net: Oil and natural gas 59,614 — 59,614 Joint interest owners 15,957 — 15,957 Other 529 — 529 Fair value of derivatives 2,266 — 2,266 Prepaid expenses

August 14, 2014 EX-99.1

Report of Independent Auditor

Exhibit 99.1 Report of Independent Auditor Board of Directors and Unitholders Legacy Reserves LP Midland, Texas We have audited the accompanying statement of revenues and direct operating expenses of the oil and natural gas properties (the “WPX Acquisition Properties”), as defined in Note 1, acquired on June 4, 2014 by Legacy Reserves LP for the year ended December 31, 2013 and the related notes t

August 14, 2014 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2014 (June 4, 2014) Legacy Reserves LP (Exact name of registrant as specified in its charter) Delaware 1-33249 16-1751069 (State or other jurisdiction of incorporation) (

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