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600 Travis, Suite 4200 |
Houston, Texas 77002 | |
713.220.4200 Phone | |
713.220.4285 Fax | |
andrewskurth.com | |
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George J. Vlahakos | |
(713) 220-4351 Direct | |
(713) 238-7121 Fax | |
georgevlahakos@andrewskurth.com |
October 11, 2013
BY EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: Legacy Reserves LP and Legacy Reserves Finance Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
On behalf of Legacy Reserves LP and Legacy Reserves Finance Corporation (the Companies), we transmit herewith for filing in accordance with the Securities Act of 1933, as amended, the Companies Registration Statement on Form S-4 (the Registration Statement).
The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the Companies. Attached is a letter from the Companies indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated (publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).
Please address any comments or questions regarding this filing to George J. Vlahakos (713-220-4351) at Andrews Kurth LLP.
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Very truly yours, |
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/s/ George J. Vlahakos |
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George J. Vlahakos |
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: Enclosure |
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Legacy Reserves LP
Legacy Reserves Finance Corporation
303 W. Wall, Suite 1400
Midland, Texas 79701
October 11, 2013
BY EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: Legacy Reserves LP and Legacy Reserves Finance Corporation Exchange Offer
Ladies and Gentlemen:
In connection with the exchange offer (the Exchange Offer) being made by Legacy Reserves LP and Legacy Reserves Finance Corporation (the Companies) pursuant to the prospectus contained in the Companies Registration Statement on Form S-4 filed today with the Securities and Exchange Commission (the Commission) and the related letter of transmittal, this letter will confirm the following:
(1) The Companies are registering the Exchange Offer in reliance upon the position of the Staff of the Commission set forth in the no-action letters issued to: (i) Exxon Capital Holdings Corporation (available May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991) and (iii) Shearman & Sterling (available July 2, 1993) (collectively, the No-Action Letters).
(2) The Companies have not entered into any arrangement or understanding with any person to distribute the registered 8% Senior Notes due 2020 to be received in the Exchange Offer (the New Notes) in exchange for the Companies outstanding 8% Senior Notes due 2020 (the Old Notes) and, to the best of the Companies information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of its business, is not participating in, and has no arrangement or understanding with any person to participate in, the distribution of the New Notes to be received in the Exchange Offer, is not an affiliate of the Companies within the meaning of Rule 405 under the Securities Act of 1933, as amended (the Securities Act), and did not purchase any Old Notes to be exchanged for New Notes directly from the Companies to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act. In addition, to the best of the Companies information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of the New Notes. In this regard, the Companies will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of the New Notes, such person (i) could not rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. The
Securities and Exchange Commission
October 11, 2013
Page 2
Companies acknowledge that such a secondary resale for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.
(3) A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Companies or an affiliate of the Companies to distribute the New Notes, and the Companies (i) will make each person participating in the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of such New Notes, and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision providing that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes. However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.
The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer includes a representation to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.
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Sincerely, | |
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Legacy Reserves LP | |
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By: Legacy Reserves GP, LLC, | |
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its general partner | |
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By: |
/s/ James Daniel Westcott |
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Name: |
James Daniel Westcott |
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Title: |
Executive Vice President and Chief Financial Officer |
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Legacy Reserves Finance Corporation | |
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By: |
/s/ James Daniel Westcott |
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Name: |
James Daniel Westcott |
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Title: |
Executive Vice President and Chief Financial Officer |