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 5, 2012

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 Number)	(I.R.S. Employer Identification No.)

303 W. Wall, Suite 1400
Midland, Texas	79701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   (432) 689-5200

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into a Material Definitive Agreement.

Legacy Reserves Operating LP, a wholly owned subsidiary of Legacy Reserves LP (the “Partnership”), entered into a purchase and sale agreement dated as of November 5, 2012 with COG Operating LLC and Concho Oil & Gas LLC, each a wholly owned subsidiary of Concho Resources Inc., to acquire certain oil and natural gas properties in the Permian Basin for a contract price of $520 million, subject to customary purchase price adjustments (the “Acquisition”).  The properties have an estimated 25.6 MMBoe of proved reserves, 71% of which are proved developed producing, 14% of which are proved developed non-producing and 62% of which are oil. The properties are expected to produce 5,238 Boe/d in the three months ending March 31, 2013 (the Partnership’s expected first full quarter of ownership), from 1,584 producing wells yielding a total reserve-to-production ratio of approximately 13.4 years. The Partnership expects to operate approximately 90.5% of the properties based on proved reserves.

All of the reserves are located in counties in which the Partnership currently has operations or are adjacent thereto, and over 99.8% of the reserves are throughout the Permian Basin, including the Lower Abo play and the Deep Rock, Shafter Lake, Fullerton and Ackerly fields.  Given the significant geographic overlap with the Partnership’s existing properties, the Partnership expects to benefit from its operational expertise and existing field-level infrastructure. The Partnership believes the acreage associated with the properties supports substantial long-term development potential, including 236 currently identified development locations. The Partnership anticipates that the Acquisition will close in December 2012 with an effective date of October 1, 2012.  The Partnership expects to finance a portion of the Acquisition with equity financing and the remaining portion with borrowings under its existing revolving credit facility or, subject to market conditions, proceeds from the issuance of private or public debt securities. The Acquisition is subject to customary conditions to closing and there can be no assurance that all of the conditions to closing will be satisfied. The purchase and sale agreement also contains customary environmental indemnification provisions.

The information presented above is based on the Partnership’s internal evaluation and interpretation of reserve and other information regarding the properties provided to the Partnership in the course of its due diligence with respect to the Acquisition and has not been independently verified.

The Partnership anticipates that the Acquisition will add approximately $80 million of cash flow from operations in 2013 assuming (i) average NYMEX oil and natural gas prices of $88.77/Bbl and $4.03/Mcf respectively, (ii) regional price differentials, and (iii) operating costs of approximately $18.69/Boe, including production and ad valorem taxes and general and administrative expenses.

While the Partnership believes the anticipated reserve, production and cash flow estimates and its underlying assumptions are reasonable based upon its evaluation of information provided in connection with the Acquisition, actual reserves and cash flow from operations realized in 2013 from the Acquisition will be dependent on actual oil and gas prices, operating costs, well performance and the success of the Partnership’s anticipated developmental drilling program. Any such estimates are inherently uncertain and are subject to significant business, economic, regulatory, environmental and competitive risks and uncertainties that could cause actual results to differ materially from those the Partnership anticipates, as set forth in the paragraph below.

This Item 1.01 of Form 8-K contains forward-looking statements that are based on the Partnership’s current expectations, estimates and projections about its operations and the Acquisition. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimated,” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond the Partnership’s control and are difficult to predict. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: realized oil and natural gas prices; production volumes, lease operating expenses, general and administrative costs and finding and development costs; future operating results and the factors set forth under the heading “Risk Factors” in the Partnership’s annual and quarterly reports filed with the Securities and Exchange Commission. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. Unless legally required, the Partnership undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

2

Item 8.01      Other Events.

Also attached as Exhibit 99.1 is a presentation related to the Acquisition which is posted on the Partnership’s website. The presentation is incorporated herein by reference.

Item 9.01              Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
Exhibit 99.1	Presentation dated November 7, 2012

3

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.

	Legacy Reserves LP
	By:	Legacy Reserves GP, LLC,
		its General Partner
Date: November 7, 2012	By:	/s/ Dan G. LeRoy
	Name:	Dan G. LeRoy
	Title:	Vice President, General Counsel and Secretary

4

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Presentation November 7, 2012

5

EX-99.1

Exhibit 99.1

LEGACY RESERVES, LP PERMIAN BASIN ACQUISITION OVERVIEW NOVEMBER 7, 2012

Statements made by representatives of Legacy Reserves LP (the “Partnership”) during the course of this presentation that are not historical facts are forward-looking statements. These statements are based on certain assumptions made by the Partnership based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, availability of sufficient cash flow to pay distributions and execute our business plan, prices and demand for oil and natural gas, our ability to replace reserves and efficiently exploit our current reserves, our ability to make acquisitions on economically acceptable terms, and other important factors that could cause actual results to differ materially from those anticipated or implied in the forwardlooking statements. Please see the factors described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011 in Item 1A under “Risk Factors”, our Quarterly Reports on Forms 10-Q and subsequent filings with the Securities and Exchange Commission. The Partnership undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events. Pending acquisition information is based on internal evaluation of reserve and other information provided by seller and has not been independently verified or estimated. 2

Pending Acquisition 3 On November 7, 2012 Legacy Reserves, LP (“Legacy”) announced an agreement to purchase Permian Basin oil and natural gas properties from Concho Resources Inc. for $520 million Landmark acquisition adds significant size and scale to Legacy’s existing Permian footprint 25.6 MMBoe of proved reserves (71% PDP, 14% PDNP, and 62% oil) (1) 5,238 Boe/d from 1,584 producing wells (2) 13.4 year R/P 99.8% Permian 90.5% operated (3) 2013E cash flow from operations of approximately $80 million Overlapping properties leverage operational know-how and existing corporate and field-level infrastructure Acreage supports substantial long-term opportunities including 236 currently identified development locations Internally estimated as of 9/30/12. Based on SEC pricing as of 9/30/12. Based on internal reserve report PDP production for Q1 2013. Operated percentage based on reserves. Target Asset Map (1) (2) (3)

Legacy Asset Base 4 Proved Reserves by Operating Region as of December 31, 2011 Oil Natural Gas NGLs Total Operating Region (MBbls) (MMcf) (MBbls) (MBoe) % Liquids % PDP Permian Basin 28,186 101,176 1 802 45,851 63.2% 82.0% Mid-Continent 3,513 18,334 4,000 10,569 71.1% 98.4% Rocky Mountains 6,411 2,452 10 6,830 94.0% 85.1% Other 68 642 22 197 45.7% 100.0% Total 38,178 122,604 4,834 63,447 67.8% 85.2% 2012 Acquisitions—Estimated Proved Reserves 2 Oil Natural Gas NGLs Total Operating Region (MBbls) (MMcf) (MBbls) (MBoe) % Liquids % PDP Permian Basin (March 2012) 46 7 - 47 97.6% 100.0% Permian Basin (April 2012) 84 707 - 202 41.7% 81.6% Permian Basin (May 2012) 69 0 - 69 100.0% 100.0% Permian Basin (June 2012) 91 2,247 350 816 54.1% 97.5% Permian Basin (July 2012) 25 42 - 32 78.4% 100.0% Permian Basin (August 2012) 76 129 - 98 78.0% 100.0% Permian Basin (September 2012) 21 732 140 284 57.0% 100.0% Permian Basin (October 2012) 571 839 7 718 80.5% 77.4% Pending Permian Basin Acquisition 15,957 58,091 - 25,639 62.2% 70.9% Rocky Mountain (April 2012) 702 76 - 715 98.2% 100.0% Rocky Mountain (May 2012) 271 67 - 282 96.0% 77.8% Rocky Mountain (May 2012) 3,117 538 76 3,283 97.3% 100.0% Rocky Mountain (May 2012) 246 - - 246 100.0% 95.2% Rocky Mountain (August 2012) 166 - - 166 100.0% 100.0% 1 Legacy primarily reports and accounts for its Permian Basin natural gas volumes inclusive of the NGL content in those natural gas volumes. Given the price disparity between an equivalent amount of NGLs compared to natural gas, Legacy's realized natural gas prices in the Permian Basin are substantially higher than NYMEX Henry Hub natural gas prices due to NGL content 2 Reserves were calculated using oil and natural gas prices that represent the unweighted average of the first-day-of-the-month prices for each of the most recent twelve-month period prior to the closing date of each of the acquisitions listed above. For the Pending Permian Basin Acquisition, proved reserves were calculated using a price of $95.33/Bbl for oil, and $2.88/MMBtu for natural gas, which represent the unweighted average of the first-day-of-the-month prices for each of the twelve months ending September 30, 2012, the most recent twelve-month period prior to the anticipated effective date of the Pending Permian Basin Acquisition. The table above excludes two immaterial acquisitions completed in 2012 for appoximately $2.8 million