Issuer:

Legacy Reserves LP

Securities Offered:

Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $25.00 per unit (the “units”)

Number of Units:

7,000,000 units

Number of Option Units:

1,050,000 units

Public Offering Price:

$25.00 per unit; $175,000,000 total (assuming no exercise of the underwriters’ option to purchase additional units)

Underwriting Discounts:

$0.7875 per unit; $5,512,500 total (assuming no exercise of the underwriters’ option to purchase additional units)

Maturity Date:

Perpetual (unless redeemed by the issuer on or after June 15, 2019 or in connection with a Change of Control)

Ratings:

The units will not be rated

Trade Date:

June 10, 2014

Settlement Date:

June 17, 2014 (T+5)

Liquidation Preference:

$25.00, plus accumulated and unpaid distributions

Distribution Rate:

The initial distribution rate for the units from, and including the date of original issuance to, but not including, June 15, 2024, will be 8.00% per annum of the $25.00 liquidation preference per unit (equal to $2.00 per unit per annum). On and after June 15, 2024, distributions on the units will accrue at an annual rate equal to the sum of (a) Three-Month LIBOR (as defined below) as calculated on each applicable date of determination and (b) 5.256%, based on the $25.00 liquidation preference per unit.

The term “Three-Month LIBOR” means, on the second business day in London immediately preceding the first date of each relevant distribution period for the units, the rate (expressed as a percentage per year) for deposits in U.S. dollars for a three-month period as appears on Bloomberg, L.P. page US0003M, as set by the British Bankers

Association at 11:00 a.m. (London time) on such date of determination.

All distributions accrue daily during the relevant distribution period. For distribution periods beginning on and after June 15, 2024, Three-Month LIBOR will be determined on each distribution payment date, or, if applicable, the redemption date, which determination will apply to each day during the distribution period.

Distribution Payment Dates:

Monthly on the 15th day of each month of each year, commencing on July 15, 2014

Optional Redemption:

In the event of a Change of Control or at any time on or after June 15, 2019, the issuer may, at its option, redeem the units, in whole or in part,  at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared.

Change of Control Conversion Right Unit Cap:

1.72236

CUSIP/ISIN:

524707 502 / US5247075022

Joint Book-Running Managers:

UBS Securities LLC

Morgan Stanley & Co. LLC

Stifel, Nicolaus & Company, Incorporated

MLV & Co. LLC

Senior Co-Manager:

Janney Montgomery Scott LLC

Co-Managers:

Barclays Capital Inc.

J.P. Morgan Securities LLC

Ladenburg Thalmann & Co. Inc.

Oppenheimer & Co. Inc.

Listing:

The issuer intends to file an application to list the units on the NASDAQ Global Select Market under the symbol “LGCYO.” If the application is approved, trading of the units on the NASDAQ Global Select Market is expected to commence within 30 days after their original issue date.