CORRESP 1 filename1.htm

 

GRAPHIC

600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

 

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.

 

 

Very truly yours,

 

 

 

/s/ George J. Vlahakos

 

 

 

George J. Vlahakos

 

 

: Enclosure

 

 


 

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.

 

 

Sincerely,

 

 

 

Legacy Reserves LP

 

 

 

By: Legacy Reserves GP, LLC,

 

its general partner

 

 

 

By:

/s/ James Daniel Westcott

 

Name:

James Daniel Westcott

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

Legacy Reserves Finance Corporation

 

 

 

 

 

By:

/s/ James Daniel Westcott

 

Name:

James Daniel Westcott

 

Title:

Executive Vice President and Chief Financial Officer