Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Legacy Reserves Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

524706108

(CUSIP Number)

BAINES CREEK CAPITAL, LLC

11940 Jollyville Road

Suite 210-S

Austin, Texas 78759

 

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 4, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				Baines Creek Partners, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							14,273,250
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							14,273,250
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				14,273,250
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				13.0%
	14		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				Baines Creek Special Purpose Partners, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							9,904,802
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							9,904,802
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				9,904,802
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.0%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				Baines Creek GP, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							14,273,250
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							14,273,250
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				14,273,250
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				13.0%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				Baines Creek SP GP, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							9,904,802
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							9,904,802
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				9,904,802
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.0%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				Baines Creek Capital, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							24,178,052
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							24,178,052
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				24,178,052
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				22.1%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Kevin Tracy
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF, WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							6,510
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							24,178,052
PERSON WITH				9		SOLE DISPOSITIVE POWER
							6,510
				10		SHARED DISPOSITIVE POWER
							24,178,052
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				24,184,562
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				22.1%
	14		TYPE OF REPORTING PERSON
				IN

  

 

1

NAME OF REPORTING PERSON

Jeremy Carter

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

147,317

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

147,317

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

147,317

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

  

 

1

NAME OF REPORTING PERSON

James Schumacher

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

8,686

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

8,686

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,686

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

  

 

	1		NAME OF REPORTING PERSON
				Brian Williams
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF, WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							798,972
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							24,178,052
PERSON WITH				9		SOLE DISPOSITIVE POWER
							798,972
				10		SHARED DISPOSITIVE POWER
							24,178,052
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				24,977,024
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				22.8%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated as follows:

The Shares purchased by BCP and BCSPP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate cost of the 14,273,250 Shares directly owned by BCP is approximately $44,897,471, including brokerage commissions. The aggregate cost of the 9,904,802 Shares directly owned by BCSPP is approximately $30,296,528, including brokerage commissions. The 6,510 Shares directly owned by Mr. Tracy were purchased with personal funds and cost approximately $13,378, including brokerage commissions. The 147,317 Shares directly owned by Mr. Carter were purchased with personal funds and cost approximately $262,001, including brokerage commissions. The 8,686 Shares directly owned by Mr. Schumacher were purchased with personal funds and cost approximately $18,675, including brokerage commissions. The 798,972 Shares directly owned by Mr. Williams were purchased with personal funds and cost approximately $1,381,684, including brokerage commissions. 

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Reporting Persons have been engaged, and continue to engage, in constructive discussions with the Issuer’s board of directors (the “Board”) and management team regarding opportunities to unlock value at the Issuer.  During recent discussions, the Reporting Persons have expressed their intention to seek Board representation, as they believe a reconstitution of the Board at this time is in the best interests of the Issuer’s shareholders.  While the Reporting Persons expect to continue to engage collaboratively with the Issuer, and are hopeful that an amicable resolution can be reached, the Reporting Persons intend to nominate a slate of highly-qualified director nominees for election to the Board at the Issuer’s 2019 annual meeting of stockholders prior to the nomination deadline if an agreement for Board reconstitution has not been reached by such time.  

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 109,624,888 Shares outstanding, which is the sum of: (i) 106,442,278 Shares reported outstanding as of October 29, 2018 in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2018, (ii) 2,000,000 Shares reported issued on the Issuer’s Current Report on Form 8-K filed with the SEC on December 10, 2018, (iii) 1,000,000 Shares reported issued on the Issuer’s Current Report on Form 8-K filed with the SEC on January 25, 2019, and (iv) 182,610 Shares also reported issued on the Issuer’s Current Report on Form 8-K filed with the SEC on January 25, 2019.

A.

BCP

(a)

As of the close of business on February 4, 2019, BCP beneficially owned 14,273,250 Shares.

Percentage: Approximately 13.0%

(b)

1. Sole power to vote or direct vote: 14,273,250

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 14,273,250

4. Shared power to dispose or direct the disposition: 0

 

(c)

The transaction in the Shares by BCP since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference.

B.

BCSPP

(a)

As of the close of business on February 4, 2019, BCSPP beneficially owned 9,904,802 Shares.

Percentage: Approximately 9.0%

(b)

1. Sole power to vote or direct vote: 9,904,802

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,904,802

4. Shared power to dispose or direct the disposition: 0

(c)

BCSPP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.

C.

BCP GP

(a)

BCP GP, as the general partner of BCP, may be deemed the beneficial owner of the 14,273,250 Shares owned by BCP.

Percentage: Approximately 13.0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 14,273,250

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,273,250

(c)

BCP GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transaction in the Shares on behalf of BCP since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.

BCSPP GP

(a)

BCSPP GP, as the general partner of BCSPP, may be deemed the beneficial owner of the 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 9.0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 9,904,802

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 9,904,802

(c)

BCSPP GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.

E.

BCC

(a)

As the investment manager of each BCP, BCSPP, BCP GP and BCSPP GP, and the general partner of both BCP GP and BCSPP GP, BCC may be deemed the beneficial owner of the (i) 14,273,250 Shares owned by BCP and (ii) 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 22.1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 24,178,052

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 24,178,052

(c)

BCC has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transaction in the Shares on behalf of BCP since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.

Mr. Tracy

(a)

As of the close of business on February 4, 2019, Mr. Tracy directly owned 6,510 Shares. As a Managing Partner of BCP GP, BCSPP GP and BCC, Mr. Tracy may be deemed the beneficial owner of the (i) 14,273,250 Shares owned by BCP and (ii) 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 22.1%

(b)

1. Sole power to vote or direct vote: 6,510

2. Shared power to vote or direct vote: 24,178,052

3. Sole power to dispose or direct the disposition: 6,510

4. Shared power to dispose or direct the disposition: 24,178,052

(c)

Mr. Tracy has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transaction in the Shares on behalf of BCP since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

G.

Mr. Carter

(a)

As of the close of business on February 4, 2019, Mr. Carter directly owned 147,317 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 147,317

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 147,317

4. Shared power to dispose or direct the disposition: 0

 

(c)

Mr. Carter has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.

H.

Mr. Schumacher

(a)

As of the close of business on February 4, 2019, Mr. Schumacher directly owned 8,686 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 8,686

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 8,686

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Schumacher has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.

I.

Mr. Williams

(a)

As of the close of business on February 4, 2019, Mr. Williams directly owned 798,972 Shares. As a Managing Partner of BCP GP, BCSPP GP and BCC, Mr. Williams may be deemed the beneficial owner of the (i) 14,273,250 Shares owned by BCP and (ii) 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 22.8%

(b)

1. Sole power to vote or direct vote: 798,972

2. Shared power to vote or direct vote: 24,178,052

3. Sole power to dispose or direct the disposition: 798,972

4. Shared power to dispose or direct the disposition: 24,178,052

(c)

The transactions in the Shares by Mr. Williams during the past sixty days are set forth in Schedule A and are incorporated herein by reference. The transaction in the Shares on behalf of BCP since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 5, 2019

 

	Baines Creek Partners, L.P.
	By:	Baines Creek GP, L.P. its General Partner
	By:	/s/ Brian Williams
		Name:	Brian Williams
		Title:	Managing Partner

 

 

	Baines Creek GP, L.P.
	By:	/s/ Brian Williams
		Name:	Brian Williams
		Title:	Managing Partner

 

 

	Baines Creek Special Purpose Partners, L.P.
	By:	Baines Creek SP GP, L.P. its General Partner
	By:	/s/ Brian Williams
		Name:	Brian Williams
		Title:	Managing Partner

 

 

	Baines Creek SP GP, L.P.
	By:	/s/ Brian Williams
		Name:	Brian Williams
		Title:	Managing Partner

 

 

	Baines Creek Capital, LLC
	By:	/s/ Brian Williams
		Name:	Brian Williams
		Title:	Managing Partner

 

	/s/ Brian Williams
	Brian Williams

 

 

	/s/ Kevin Tracy
	Kevin Tracy

 

 

	/s/ Jeremy Carter
	Jeremy Carter

 

 

	/s/ James Schumacher
	James Schumacher

 

SCHEDULE A

 

Transactions in the Shares since the filing of Amendment No. 1

 

Shares of Common Stock Purchased/(Sold)

Price Per Share($)

Date of Purchase/Sale

 

Baines creek partners, l.p.

25,000

1.6500

02/04/2019

 

Brian williams

25,000	1.4500	02/01/2019
25,000	1.6000	02/04/2019