Obligation Heritage Reserves 6.625% ( US52471TAD90 ) en USD

Heritage Reserves

100 % ⇌

Etas-Unis

US52471TAD90 ( en USD )

6.625% par an ( paiement semestriel )

30/11/2021 - Obligation échue

Prospectus brochure de l'obligation Legacy Reserves US52471TAD90 en USD 6.625%, échue

2 000 USD

550 000 000 USD

52471TAD9

N/A

Legacy Reserves LP est une société américaine d'exploration et de production de pétrole et de gaz naturel, axée principalement sur les gisements matures aux États-Unis.

L'Obligation émise par Heritage Reserves ( Etas-Unis ) , en USD, avec le code ISIN US52471TAD90, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2021

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
424B3 1 a2218272z424b3.htm 424(B)(3)
Use these links to rapidly review the document
Table of Contents
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-192962
PROSPECTUS
Offer to Exchange
Up to $250,000,000 of
6.625% Senior Notes due 2021
That Have Not Been Registered Under
the Securities Act of 1933
("old notes")
For
Up to $250,000,000 of
6.625% Senior Notes due 2021
That Have Been Registered Under
the Securities Act of 1933
("new notes")
Terms of the New Notes:
·
The terms of the new notes are identical to the terms of the old notes that were issued in May 2013, except that the new notes
will be registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights or
provisions for additional interest.
Terms of the Exchange Offer:
·
We are offering to exchange up to $250,000,000 of our old notes for new notes with materially identical terms that have
been registered under the Securities Act of 1933 and are freely tradable.
·
Interest on the new notes will accrue from December 1, 2013 at the rate of 6.625% per annum, and will be payable on
June 1 and December 1 of each year, beginning on June 1, 2014.
·
We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an
equal principal amount of new notes.
·
The exchange offer expires at 5:00 p.m., New York City time, on March 17, 2014, unless extended.
·
Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.
·
The exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes. Please read
"Certain U.S. Federal Income Tax Consequences."
1 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
You should carefully consider the risks set forth under "Risk Factors" beginning on page 9 of this
prospectus for a discussion of factors you should consider before participating in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 14, 2014.
2 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment
decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter
of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you
must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where
an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom
it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus, or in the documents
incorporated by reference herein, is accurate as of any date other than the date on the front cover of this prospectus or the date of such
incorporated documents, as the case may be.
Table of Contents

Page

WHERE YOU CAN FIND MORE INFORMATION

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

iii

PROSPECTUS SUMMARY

1

RISK FACTORS

9

EXCHANGE OFFER

17

RATIO OF EARNINGS TO FIXED CHARGES

25

USE OF PROCEEDS

26

DESCRIPTION OF NOTES

27

PLAN OF DISTRIBUTION

80

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

82

LEGAL MATTERS

83

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

83

INDEPENDENT RESERVE ENGINEER

83

LETTER OF TRANSMITTAL
A-1
This prospectus incorporates important business and financial information about Legacy Reserves LP that is not included or delivered
with this prospectus. Such information is available without charge to holders of old notes upon written or oral request made to Legacy
Reserves LP, 303 W. Wall Street, Suite 1800, Midland, Texas 79701, Tel: (432) 659-5200; Attn: James Daniel Westcott.
i
3 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly, and current reports and other information with the Securities and Exchange Commission (the
"SEC"). You may read and copy any documents filed by us at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an internet site
that contains reports, proxy and information statements and other information regarding us. The SEC's web site is http://www.sec.gov.
We also make available free of charge on our internet website at http://www.legacylp.com all of the documents that we file with or
furnish to the SEC as soon as reasonably practicable after we electronically file such material with the SEC. Information contained on our
website is not incorporated by reference into this prospectus, and you should not consider information contained on our website as part of
this prospectus unless specifically so designated and filed with the SEC.
We "incorporate by reference" information into this prospectus, which means that we disclose important information to you by
referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this
prospectus, except for any information superseded by information contained expressly in this prospectus, and the information we file later
with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is current as of
any date other than the date on the front page of this prospectus.
We incorporate by reference in this prospectus the documents listed below that we have previously filed with the SEC:
·
Our Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 27, 2013;
·
Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013 filed on May 8, 2013, for the quarter ended
June 30, 2013 filed on August 7, 2013 and for the quarter ended September 30, 2013 filed on November 6, 2013;
·
Our Current Reports on Form 8-K/A filed on February 27, 2013 and Form 8-K filed on March 13, 2013, May 15, 2013,
May 17, 2013, May 24, 2013 and May 31, 2013; and
·
Our proxy statement on Schedule 14A filed on April 5, 2013.
In addition, we incorporate by reference in this prospectus any future filings made by Legacy Reserves LP with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding any information
furnished and not filed with the SEC), after the date on which the registration statement that includes this prospectus was initially filed with
the SEC and prior to the termination of the offering of the securities offered by this prospectus.
You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by
reference in those documents, and we will provide such document to you at no cost, by writing or telephoning us at the following address or
phone number:
Legacy Reserves LP
303 W. Wall Street, Suite 1800
Midland, Texas 79701
Attn: James Daniel Westcott
Executive Vice President and Chief Financial Officer
Tel: (432) 659-5200
ii
4 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond
our control, which may include statements about:
·
our business strategy;
·
the amount of oil and natural gas we produce;
·
the price at which we are able to sell our oil and natural gas production;
·
our ability to acquire additional oil and natural gas properties at economically attractive prices;
·
our drilling locations and our ability to continue our development activities at economically attractive costs;
·
the level of our lease operating expenses, general and administrative costs and finding and development costs, including
payments to our general partner;
·
the level of our capital expenditures;
·
the level of cash distributions to our unitholders;
·
our future operating results; and
·
our plans, objectives, expectations and intentions.
All of these types of statements, other than statements of historical fact included in this prospectus, are forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as "may," "could," "should," "expect," "plan," "project,"
"intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," "continue," the negative of such terms or other
comparable terminology.
The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect estimates and
assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market
conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and
involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may
prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus are not guarantees of
future performance, and our expectations may not be realized or the forward-looking events and circumstances may not occur. Actual
results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in our Annual
Report on Form 10-K for the year ended December 31, 2012 as well as the risk factors described under "Risk Factors" in this prospectus.
The forward-looking statements in this prospectus speak only as of the date of this prospectus; we disclaim any obligation to update these
statements unless required by securities law, and we caution you not to rely on them unduly.
iii
5 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents

PROSPECTUS SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. It does not contain all of the
information that may be important to you. You should read carefully the entire prospectus, including the risk factors beginning on
page 9.
Except as used in the "Description of Notes" or unless otherwise indicated or the context otherwise requires, references to
"Legacy Reserves," "Legacy," "we," "our," "us," or like terms refer to Legacy Reserves LP and its subsidiaries, including Legacy
Reserves Finance Corporation, collectively.
In this prospectus, we refer to the notes to be issued in the exchange offer as the "new notes" and the notes issued in May 2013 as
"old notes." We refer to the new notes and the old notes collectively as the "notes."
Legacy Reserves LP
Overview
We are a master limited partnership headquartered in Midland, Texas, focused on the acquisition and development of oil and natural
gas properties primarily located in the Permian Basin, Mid-Continent and Rocky Mountain regions of the United States.
Our primary business objective is to generate stable cash flows allowing us to make cash distributions to our unitholders and to
support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and
development of our existing oil and natural gas properties.
Our oil and natural gas production and reserve data as of December 31, 2012 are as follows:
·
We had proved reserves of approximately 83.2 million barrels of crude oil equivalent (MMBoe), of which 68% were oil
and natural gas liquids (NGLs) and 88% were classified as proved developed producing (PDP), 2% were proved
developed non-producing, and 10% were proved undeveloped;
·
Our proved reserves had a standardized measure of $1.4 billion; and
·
Our proved reserves to production ratio was approximately 11.4 years based on the annualized production volumes for the
three months ended December 31, 2012, with the exception of the volumes associated with Legacy's purchase of certain oil
and natural gas properties located primarily in the Permian Basin from COG Operating LLC and Concho Oil and Gas, LLC
wholly-owned subsidiaries of Concho Resources Inc., for a net cash purchase price of $502.6 million on December 20,
2012, for which the twelve days of production from the date of acquisition to December 31, 2012 was annualized.
We have grown primarily through two activities: the acquisition of producing oil and natural gas properties and the development of
properties in established producing trends. From 2007 through 2012, we completed 113 acquisitions of oil and natural gas properties for a
total of approximately $1.5 billion, excluding $96.3 million of non-cash asset retirement obligations. These acquisitions of primarily
long-lived, oil-weighted assets, along with our ongoing development activities and operational improvements, have allowed us to achieve
significant operational and financial growth during this time period.

1
6 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents
Our Ownership and Organizational Structure
The chart below depicts our simplified organization and ownership structure as of September 30, 2013.
Ownership of Legacy Reserves LP
Public Unitholders
82.21%
Founding Investors(a), Directors and Management
17.76%
General Partner Interest

0.03%

Total
100.00%

(a)
Includes entities controlled by Cary Brown, our Chairman, President and Chief Executive Officer; Dale Brown, a Director; Paul T.
Horne, our Executive Vice President and Chief Operating Officer; and Kyle McGraw, a Director and our Executive Vice President
and Chief Development Officer, as well as certain members of Mr. McGraw's family.

2
7 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents

The Exchange Offer
On May 28, 2013, we completed a private offering of the old notes. We entered into a registration rights agreement with the initia
purchasers in the private offering pursuant to which we agreed to deliver to you this prospectus and to use commercially reasonable
efforts to complete the exchange offer on or before July 2, 2014.
Old Notes
On May 28, 2013, we completed a private placement of $250 million aggregate principal
amount of 6.625% Senior Notes due 2021.

New Notes
6.625% Senior Notes due 2021. The terms of the new notes are identical to the terms of the old
notes, except that the new notes are registered under the Securities Act of 1993, as amended
(the "Securities Act"), and will not have restrictions on transfer, registration rights or
provisions for additional interest.

Exchange Offer
We are offering to exchange new notes for old notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on March 17, 2014, unless
we decide to extend it.

Conditions to the Exchange Offer
The registration rights agreement does not require us to accept old notes for exchange if the
exchange offer, or the making of any exchange by a holder of the old notes, would violate any
applicable law or interpretation of the staff of the SEC. The exchange offer is not conditioned
on a minimum aggregate principal amount of old notes being tendered. Please read "Exchange
Offer--Conditions to the Exchange Offer" for more information about the conditions to the
exchange offer.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established by The
Depository Trust Company, or DTC, for tendering notes held in book-entry form. These
procedures for using DTC's Automated Tender Offer Program, or ATOP, require that (i) the
exchange agent receive, prior to the expiration date of the exchange offer, a computer generated
message known as an "agent's message" that is transmitted through DTC's automated tender
offer program, and (ii) DTC confirms that:

· DTC has received your instructions to exchange your notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more information on tendering your old notes, please refer to the section in this prospectus
entitled "Exchange Offer--Terms of the Exchange Offer," "--Procedures for Tendering" and
"Description of Notes--Book-Entry, Delivery and Form."

Guaranteed Delivery Procedures
None.

3
8 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents
Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration date of the
exchange offer. To withdraw, you must submit a notice of withdrawal to the exchange agent
using ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the
exchange offer. Please refer to the section in this prospectus entitled "Exchange Offer--
Withdrawal of Tenders."

Acceptance of Old Notes and Delivery
If you fulfill all conditions required for proper acceptance of old notes, we will accept any and
of New Notes
all old notes that you properly tender in the exchange offer on or before 5:00 p.m., New York
City time, on the expiration date of the exchange offer. We will return any old notes that we do
not accept for exchange to you without expense promptly after the expiration date of the
exchange offer and acceptance of the old notes for exchange. Please refer to the section in this
prospectus entitled "Exchange Offer--Terms of the Exchange Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this
prospectus entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds. We are making this
exchange offer solely to satisfy our obligations under our registration rights agreement.

Consequences of Failure to Exchange
If you do not exchange your old notes in this exchange offer, you will no longer be able to
Old Notes
require us to register the old notes under the Securities Act except in limited circumstances
provided under the registration rights agreement. In addition, you will not be able to resell,
offer to resell or otherwise transfer the old notes unless we have registered the old notes under
the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an
exemption from the registration requirements of, or in a transaction not subject to, the Securitie
Act.

U.S. Federal Income Tax Considerations
The exchange of old notes for new notes in the exchange offer will not be a taxable event for
U.S. federal income tax purposes. Please read "Certain U.S. Federal Income Tax
Consequences."

Exchange Agent
We have appointed Wells Fargo Bank, National Association as exchange agent for the exchang
offer. You should direct questions and requests for assistance, as well as requests for additiona
copies of this prospectus or the letter of transmittal, to the exchange agent addressed as follow
Wells Fargo Bank, N.A., MAC N9303-121, P.O. Box 1517, Minneapolis, Minnesota 55480.
Eligible institutions may make requests by facsimile at 1-612-667-6282, Attn: Corporate Trust
Operations and may confirm facsimile delivery by calling 1-800-344-5128.

4
9 of 95
2/14/2014 3:08 PM

http://www.sec.gov/Archives/edgar/data/1358831/000104746914000919...
Table of Contents
Terms of the New Notes
The new notes will be identical to the old notes, except that the new notes are registered under the Securities Act and will not hav
restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old
notes, and the same indenture will govern the new notes and the old notes.
The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all
the information that is important to you. For a more complete understanding of the new notes, please refer to the section of this
prospectus entitled "Description of Notes."
Issuers

Legacy Reserves LP and Legacy Reserves Finance Corporation.

Legacy Reserves Finance Corporation, a Delaware corporation, is a 100% owned
subsidiary of Legacy Reserves LP that has been organized for the sole purpose of being
co-issuer of certain of our indebtedness, including the notes. Legacy Reserves Finance
Corporation has no operations and no revenue other than as may be incidental to its
activities as co-issuer of our indebtedness.

Notes Offered
$250 million aggregate principal amount of 6.625% Senior Notes due 2021.

Maturity Date
December 1, 2021.

Interest
Interest on the new notes accrues from December 1, 2013 at a rate of 6.625% per annum
(calculated using a 360-day year).

Interest on the new notes is payable on June 1 and December 1 of each year, beginning o
June 1, 2014.

Original Issue Discount
The old notes were treated as being issued with "original issue discount" for United
States federal income tax purposes and the new notes will continue to be treated as bein
issued with original issue discount for United States federal income tax purposes. See th
discussion below under the caption "Risk Factors--Risks Related to Investing in the
New Notes" for more information regarding the United States federal income tax
consequences of the original issue discount rules.

Ranking
Like the old notes, the new notes will be our senior unsecured obligations. Accordingly,
they will:

· rank equal in right of payment with all of our existing and future senior indebtedness,
including $300 million in aggregate principal amount of our 8% senior unsecured
notes maturing on December 1, 2020 (the "2020 Senior Notes");

· be effectively subordinated to all of our secured indebtedness, including indebtedness
under our revolving credit facility, to the extent of the value of the collateral securing
such indebtedness;

5
10 of 95
2/14/2014 3:08 PM