Legacy Reserves’ $1.5 Billion Exit Credit Facility

Simpson Thacher and Orrick Herrington & Sutcliffe LLP represented Wells Fargo Bank, National Association as joint lead arranger, administrative agent and collateral agent, in the $1.5 billion reserve-based exit credit facility in connection with Legacy Reserves Inc.’s (“Legacy” and “Borrower”) financial restructuring and emergence from bankruptcy.

The new reserve-based credit facility has an initial borrowing base of $460 million and was effectuated through a plan of reorganization confirmed by the United States Bankruptcy Court for the Southern District of Texas on November 15, 2019 and was consummated with Legacy’s emergence from chapter 11 on December 11, 2019, successfully completing its financial restructuring and implementing the company’s confirmed plan of reorganization.

Legacy Reserves Inc. is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions.

The Simpson Thacher team included Erland Modesto (Picture), Andrew Lanius, Devin Ralston and Oscar Hwang (Credit); Sandy Qusba and Daniel Biller (Bankruptcy); Michael Isby (Environmental); Robert Holo and Eli Shalam (Tax); and Andrew Blau and Caitlin Grimes (Executive Compensation and Employee Benefits).

The Orrick team was led by Raniero D’Aversa and Laura Metzger and included Jonathan Ayre, Nikiforos Mathews, Joseph Choi, Joe Lawlor, Darrell Thomas, Kelsi Cronkhite, Ryan Wooten, Monica Perrigino, Caroline Wyatt and Nick Sabatino and others.

Involved fees earner: Joseph Choi – Orrick; Kelsi Cronkhite – Orrick; Raniero D’Aversa – Orrick; Joe Lawlor – Orrick; Nikiforos Mathews – Orrick; Laura Metzger – Orrick; Monica Perrigino – Orrick; Darrell Thomas – Orrick; Ryan Wooten – Orrick; Andrew Blau – Simpson Thacher & Bartlett; Caitlin Grimes – Simpson Thacher & Bartlett; Robert Holo – Simpson Thacher & Bartlett; Oscar Hwang – Simpson Thacher & Bartlett; Michael Isby – Simpson Thacher & Bartlett; Andrew Lanius – Simpson Thacher & Bartlett; Erland Modesto – Simpson Thacher & Bartlett; Sandeep Qusba – Simpson Thacher & Bartlett; Devin Ralston – Simpson Thacher & Bartlett; Eli Shalam – Simpson Thacher & Bartlett; Daniel Biller – Sullivan & Cromwell;

Law Firms: Orrick; Simpson Thacher & Bartlett; Sullivan & Cromwell;

Clients: Wells Fargo Bank;

Author: Ambrogio Visconti