form_8-k.htm
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 16,
2007
Legacy
Reserves LP
(Exact
name of registrant as specified in its charter)
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Delaware
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1-33249
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16-1751069
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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303
W. Wall Street, Suite 1600
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Midland,
Texas
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79701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (432)
682-2516
NOT
APPLICABLE
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.01
Completion of Acquisition or Disposition of Assets.
East
Binger Unit Acquisition Agreement.
On
April 16, 2007, Legacy Reserves
Operating LP, a wholly owned subsidiary of Legacy Reserves LP (“Legacy”) closed
its previously announced acquisition (the “East Binger Acquisition” ) of certain
oil and natural gas producing properties located in the East Binger (Marchand)
Unit in Caddo County, Oklahoma from Nielson & Associates, Inc. for an
aggregate purchase price of approximately $45 million, subject to customary
purchase price adjustments, paid $30 million in cash with the remainder paid
with the issuance of 611,247 units representing limited partner interests in
Legacy.
Concurrently
with the closing of the
East Binger Acquisition, Legacy granted Nielson & Associates, Inc. and their
permitted transferees certain rights to have the units they acquired at the
close of this acquisition included in registration statements that may be filed
in the future or at their request.
Item 3.02
Unregistered Sales of Equity Securities.
The
information set forth under
Item 2.01 above is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
statements of businesses acquired.
The
financial statements required in
connection with the East Binger Acquisition are not included in this Current
Report on Form 8-K. Legacy will file the required financial statements within
71
calendar days after the date this Current Report on Form 8-K was required to
be
filed with the Securities and Exchange Commission.
(b) Pro
forma financial information.
The
financial statements required in
connection with the East Binger Acquisition are not included in this Current
Report on Form 8-K. Legacy will file the required financial statements within
71
calendar days after the date this Current Report on Form 8-K was required to
be
filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LEGACY
RESERVES LP
By: Legacy Reserves GP, LLC, its general
partner
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Date:
April 19,
2007
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By:
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/s/ William
M.
Morris |
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William
M. Morris |
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Vice
President, Controller and
Chief Accounting Officer |
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