All holders of Series A Preferred Units and Series B Preferred Units of Legacy Reserves LP beginning on January 21, 2016, through the date of the consummation of the Reorganization Transaction.
Summary of the Action
Lead Plaintiff in the Consolidated Action alleged that in pursuing the proposed transaction announced on March 26, 2018, by which New Legacy would acquire all of the interest in the Partnership and the Partnership GP (the “Reorganization Transaction”), Legacy breached the Partnership Agreement and the implied covenant of good faith and fair dealing by, among other things, (i) proposing to convert all Series A Preferred Units and Series B Preferred Units into the right to receive 1.9620 and 1.72236 shares of New Legacy, respectively, and (ii) failing to allow holders of Series A Preferred Units and Series B Preferred Units to vote to amend the Partnership Agreement in order to authorize the Reorganization Transaction.
Defendants denied the allegations of wrongdoing in the Amended Complaint. As consideration for the Settlement, upon the closing of the Reorganization Transaction, each Series A Preferred Unit and Series B Preferred Unit shall be converted into the right to receive a number of shares of common stock in New Legacy as follows: with respect to the Series A Preferred Units, each Series A Preferred Unit will be converted into 2.92033118 shares of common stock in New Legacy (for a total of 6,716,762 shares of common stock of New Legacy for the 2,300,000 Series A Preferred Units outstanding), and with respect to the Series B Preferred Units, each Series B Preferred Unit will be converted into 2.90650421 shares of common stock in New Legacy (for a total of 20,926,830 shares of common stock of New Legacy for the 7,200,000 shares of Series B Preferred Units outstanding). The specific terms of the Settlement consideration are set forth in ¶ 12 of the Notice.
PLEASE NOTE: THERE IS NO PROOF OF CLAIM FORM FOR CLASS MEMBERS TO SUBMIT IN CONNECTION WITH THIS SETTLEMENT, AND CLASS MEMBERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THE NOTICE.
DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THE NOTICE.