Obligation Heritage Reserves 8% ( US52471TAB35 ) en USD

Heritage Reserves

100 % ⇌

Etas-Unis

US52471TAB35 ( en USD )

8% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

30/11/2020 - Obligation échue

Prospectus brochure de l'obligation Legacy Reserves US52471TAB35 en USD 8%, échue

2 000 USD

300 000 000 USD

52471TAB3

N/A

Legacy Reserves LP est une société américaine d'exploration et de production de pétrole et de gaz naturel, axée principalement sur les gisements matures aux États-Unis.

L'Obligation émise par Heritage Reserves ( Etas-Unis ) , en USD, avec le code ISIN US52471TAB35, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2020

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424B3 1 a13-21937_1424b3.htm 424B3
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Filed pursuant to Rule 424 (b)(3)
Registration Statement No. 333-191703

PROSPECTUS

Legacy Reserves LP
Legacy Reserves Finance Corporation

Offer to Exchange
Up to $300,000,000 of
8% Senior Notes due 2020
That Have Not Been Registered Under
the Securities Act of 1933
("old notes")
For
Up to $300,000,000 of
8% Senior Notes due 2020
That Have Been Registered Under
the Securities Act of 1933
("new notes")

Terms of the New Notes:

·
The terms of the new notes are identical to the terms of the old notes that were issued in December 2012, except that the

new notes will be registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights
or provisions for additional interest.

Terms of the Exchange Offer:

·
We are offering to exchange up to $300,000,000 of our old notes for new notes with materially identical terms that have

been registered under the Securities Act of 1933 and are freely tradable.

·
Interest on the new notes will accrue from December 1, 2013 at the rate of 8% per annum, and will be payable on June 1

and December 1 of each year, beginning on June 1, 2014.

·
We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an

equal principal amount of new notes.

·
The exchange offer expires at 5:00 p.m., New York City time, on January 7, 2014, unless extended.

·
Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

·
The exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes. Please read

"Certain U.S. Federal Income Tax Consequences."

You should carefully consider the risks set forth under "Risk Factors" beginning on page 9 of this
prospectus for a discussion of factors you should consider before participating in the exchange offer.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 6, 2013.

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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your
investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the
accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any
unauthorized information, you must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these
securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is
not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information
contained in this prospectus, or in the documents incorporated by reference herein, is accurate as of any date other than the date on the
front cover of this prospectus or the date of such incorporated documents, as the case may be.

Table of Contents

Page
WHERE YOU CAN FIND MORE INFORMATION
ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
iii
PROSPECTUS SUMMARY
1
RISK FACTORS
9
EXCHANGE OFFER
17
RATIO OF EARNINGS TO FIXED CHARGES
24
USE OF PROCEEDS
25
DESCRIPTION OF NOTES
26
PLAN OF DISTRIBUTION
78
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
80
LEGAL MATTERS
81
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
81
INDEPENDENT RESERVE ENGINEER
81
LETTER OF TRANSMITTAL
A-1

This prospectus incorporates important business and financial information about Legacy Reserves LP that is not included or
delivered with this prospectus. Such information is available without charge to holders of old notes upon written or oral request made
to Legacy Reserves LP, 303 W. Wall Street, Suite 1800, Midland, Texas 79701, Tel: (432) 659-5200; Attn: James Daniel Westcott.

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WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly, and current reports and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any documents filed by us at the SEC's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The
SEC maintains an internet site that contains reports, proxy and information statements and other information regarding us. The SEC's
web site is http://www.sec.gov.

We also make available free of charge on our internet website at http://www.legacylp.com all of the documents that we file
with or furnish to the SEC as soon as reasonably practicable after we electronically file such material with the SEC. Information
contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on
our website as part of this prospectus unless specifically so designated and filed with the SEC.

We "incorporate by reference" information into this prospectus, which means that we disclose important information to you
by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part
of this prospectus, except for any information superseded by information contained expressly in this prospectus, and the information
we file later with the SEC will automatically supersede this information. You should not assume that the information in this
prospectus is current as of any date other than the date on the front page of this prospectus.

We incorporate by reference in this prospectus the documents listed below that we have previously filed with the SEC:

·
Our Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 27, 2013;

·
Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013 filed on May 8, 2013, for the quarter ended

June 30, 2013 filed on August 7, 2013 and for the quarter ended September 30, 2013 filed on November 6, 2013;

·
Our Current Reports on Form 8-K/A filed on February 27, 2013 and Form 8-K filed on March 13, 2013, May 15, 2013,

May 17, 2013, May 24, 2013 and May 31, 2013; and

·
Our proxy statement on Schedule 14A filed on April 5, 2013.

In addition, we incorporate by reference in this prospectus any future filings made by Legacy Reserves LP with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding any
information furnished and not filed with the SEC), after the date on which the registration statement that includes this prospectus was
initially filed with the SEC and prior to the termination of the offering of the securities offered by this prospectus.

You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically
incorporated by reference in those documents, and we will provide such document to you at no cost, by writing or telephoning us at
the following address or phone number:

Legacy Reserves LP
303 W. Wall Street, Suite 1800
Midland, Texas 79701
Attn: James Daniel Westcott
Executive Vice President and Chief Financial Officer
Tel: (432) 659-5200

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CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which
are beyond our control, which may include statements about:

· our business strategy;

· the amount of oil and natural gas we produce;

· the price at which we are able to sell our oil and natural gas production;

· our ability to acquire additional oil and natural gas properties at economically attractive prices;

· our drilling locations and our ability to continue our development activities at economically attractive costs;

· the level of our lease operating expenses, general and administrative costs and finding and development costs, including payments to
our general partner;

· the level of our capital expenditures;

· the level of cash distributions to our unitholders;

· our future operating results; and

· our plans, objectives, expectations and intentions.

All of these types of statements, other than statements of historical fact included in this prospectus, are forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as "may," "could," "should," "expect,"
"plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," "continue," the negative of
such terms or other comparable terminology.

The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect estimates
and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known
market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently
uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about
future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus
are not guarantees of future performance, and our expectations may not be realized or the forward-looking events and circumstances
may not occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors
described in our Annual Report on Form 10-K for the year ended December 31, 2012 as well as the risk factors described under
"Risk Factors" in this prospectus. The forward-looking statements in this prospectus speak only as of the date of this prospectus; we
disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly.

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PROSPECTUS SUMMARY

This summary highlights information included or incorporated by reference in this prospectus. It does not contain all of
the information that may be important to you. You should read carefully the entire prospectus, including the risk factors
beginning on page 9.

Except as used in the "Description of Notes" or unless otherwise indicated or the context otherwise requires, references
to "Legacy Reserves," "Legacy," "we," "our," "us," or like terms refer to Legacy Reserves LP and its subsidiaries, including
Legacy Reserves Finance Corporation, collectively.

In this prospectus, we refer to the notes to be issued in the exchange offer as the "new notes" and the notes issued in
December 2012 as "old notes." We refer to the new notes and the old notes collectively as the "notes."

Legacy Reserves LP

Overview

We are a master limited partnership headquartered in Midland, Texas, focused on the acquisition and development of oil and
natural gas properties primarily located in the Permian Basin, Mid-Continent and Rocky Mountain regions of the United States.

Our primary business objective is to generate stable cash flows allowing us to make cash distributions to our unitholders and
to support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and
development of our existing oil and natural gas properties.

Our oil and natural gas production and reserve data as of December 31, 2012 are as follows:

·
We had proved reserves of approximately 83.2 million barrels of crude oil equivalent (MMBoe), of which 68% were oil

and natural gas liquids (NGLs) and 88% were classified as proved developed producing (PDP), 2% were proved
developed non-producing, and 10% were proved undeveloped;

·
Our proved reserves had a standardized measure of $1.4 billion; and

·
Our proved reserves to production ratio was approximately 11.4 years based on the annualized production volumes for the

three months ended December 31, 2012, with the exception of the volumes associated with Legacy's purchase of certain oil
and natural gas properties located primarily in the Permian Basin from COG Operating LLC and Concho Oil and Gas, LLC,
wholly-owned subsidiaries of Concho Resources Inc., for a net cash purchase price of $502.6 million on December 20,
2012, for which the twelve days of production from the date of acquisition to December 31, 2012 was annualized.

We have grown primarily through two activities: the acquisition of producing oil and natural gas properties and the
development of properties in established producing trends. From 2007 through 2012, we completed 113 acquisitions of oil and
natural gas properties for a total of approximately $1.5 billion, excluding $96.3 million of non-cash asset retirement obligations.
These acquisitions of primarily long-lived, oil-weighted assets, along with our ongoing development activities and operational
improvements, have allowed us to achieve significant operational and financial growth during this time period.

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Our Ownership and Organizational Structure

The chart below depicts our simplified organization and ownership structure as of September 30, 2013.

Ownership of Legacy Reserves LP

Public Unitholders
82.21%

Founding Investors(a), Directors and Management
17.76%

General Partner Interest
0.03%

Total
100.00%

(a)
Includes entities controlled by Cary Brown, our Chairman, President and Chief Executive Officer; Dale Brown, a Director;

Paul T. Horne, our Executive Vice President and Chief Operating Officer; and Kyle McGraw, a Director and our Executive Vice
President and Chief Development Officer, as well as certain members of Mr. McGraw's family.

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The Exchange Offer

On December 4, 2012, we completed a private offering of the old notes. We entered into a registration rights agreement
with the initial purchasers in the private offering pursuant to which we agreed to deliver to you this prospectus and to use
commercially reasonable efforts to complete the exchange offer on or before January 8, 2014.

Old Notes
On December 4, 2012, we completed a private placement of
$300 million aggregate principal amount of 8% Senior Notes due
2020.

New Notes
8% Senior Notes due 2020. The terms of the new notes are
identical to the terms of the old notes, except that the new notes
are registered under the Securities Act of 1993, as amended (the
"Securities Act"), and will not have restrictions on transfer,
registration rights or provisions for additional interest.

Exchange Offer
We are offering to exchange new notes for old notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time,
on January 7, 2014, unless we decide to extend it.

Conditions to the Exchange Offer
The registration rights agreement does not require us to accept
old notes for exchange if the exchange offer, or the making of any
exchange by a holder of the old notes, would violate any
applicable law or interpretation of the staff of the SEC. The
exchange offer is not conditioned on a minimum aggregate
principal amount of old notes being tendered. Please read
"Exchange Offer -- Conditions to the Exchange Offer" for more
information about the conditions to the exchange offer.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the
procedures established by The Depository Trust Company, or
DTC, for tendering notes held in book-entry form. These
procedures for using DTC's Automated Tender Offer Program,
or ATOP, require that (i) the exchange agent receive, prior to the
expiration date of the exchange offer, a computer generated
message known as an "agent's message" that is transmitted
through DTC's automated tender offer program, and (ii) DTC
confirms that:

·
DTC has received your instructions to exchange your notes;

and

·
you agree to be bound by the terms of the letter of

transmittal.

For more information on tendering your old notes, please refer to
the section in this prospectus entitled "Exchange Offer -- Terms
of the Exchange Offer," "-- Procedures for Tendering" and
"Description of Notes -- Book-Entry, Delivery and Form."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to
the expiration date of the exchange offer. To

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withdraw, you must submit a notice of withdrawal to the
exchange agent using ATOP procedures before 5:00 p.m., New
York City time, on the expiration date of the exchange offer.
Please refer to the section in this prospectus entitled "Exchange
Offer -- Withdrawal of Tenders."

Acceptance of Old Notes and Delivery of New Notes
If you fulfill all conditions required for proper acceptance of old
notes, we will accept any and all old notes that you properly
tender in the exchange offer on or before 5:00 p.m., New York
City time, on the expiration date of the exchange offer. We will
return any old notes that we do not accept for exchange to you
without expense promptly after the expiration date of the
exchange offer and acceptance of the old notes for exchange.
Please refer to the section in this prospectus entitled "Exchange
Offer -- Terms of the Exchange Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer
to the section in this prospectus entitled "Exchange Offer -- Fees
and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new
proceeds. We are making this exchange offer solely to satisfy our
obligations under our registration rights agreement.

Consequences of Failure to Exchange Old Notes
If you do not exchange your old notes in this exchange offer, you
will no longer be able to require us to register the old notes
under the Securities Act except in limited circumstances
provided under the registration rights agreement. In addition, you
will not be able to resell, offer to resell or otherwise transfer the
old notes unless we have registered the old notes under the
Securities Act, or unless you resell, offer to resell or otherwise
transfer them under an exemption from the registration
requirements of, or in a transaction not subject to, the Securities
Act.

U.S. Federal Income Tax Considerations
The exchange of old notes for new notes in the exchange offer
will not be a taxable event for U.S. federal income tax purposes.
Please read "Certain U.S. Federal Income Tax Consequences."

Exchange Agent
We have appointed Wells Fargo Bank, National Association as
exchange agent for the exchange offer. You should direct
questions and requests for assistance, as well as requests for
additional copies of this prospectus or the letter of transmittal, to
the exchange agent addressed as follows: Wells Fargo Bank,
N.A., MAC N9303-121, P.O. Box 1517, Minneapolis, Minnesota
55480. Eligible institutions may make requests by facsimile at
1-612-667-6282, Attn: Corporate Trust Operations and may
confirm facsimile delivery by calling 1-800-344-5128.

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