phantom units under the Partnership LTIP granted to certain of the General Partner’s executive officers, including each of the named executive officers, provide that such phantom units be settled in cash (the “Cash Settled Awards”). Pursuant to the Amendments to Grant of Phantom Units Agreement approved by each of the Compensation Committee of the GP Board, the GP Board and the board of directors of the Company (the “Board of Directors”) and entered into by certain of the General Partner’s executive officers that have Cash Settled Awards, including each of the named executive officers (the “Amendments”), each of such executive officers have the option to elect to reinvest any portion of the cash received pursuant to the Cash Settled Awards in Common Stock (a “Stock Purchase Election”). Additionally, pursuant to the Amendments, each of the General Partner’s executive officers that are to receive Cash Settled Awards have agreed to make a Stock Purchase Election as necessary such that the aggregate amount of cash paid in settlement of any incentive equity-based awards being settled in connection with the Corporate Reorganization will not exceed $30 million. Lastly, all amounts previously credited to the named executive officers as distribution equivalent rights under awards granted pursuant to the Partnership LTIP shall continue to remain so credited and payable on the same payment date set forth in the respective award agreements, subject to the same time-based vesting schedule previously included in the award, but without application of any performance factor.
Immediately following the consummation of the Corporate Reorganization, the outstanding Common Stock was owned approximately 73.92% by former holders of units representing limited partner interests in the Partnership (the “Units”), including Units held by members of the General Partner and their affiliates, the Partnership’s founding investors and members of the General Partner’s board of directors and management, approximately 6.34% by former holders of 8% Series AFixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units in the Partnership (the “Series A Preferred Units”), and approximately 19.74% by former holders of 8% Series BFixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit in the Partnership (the “Series B Preferred Units”).
The issuance of the Common Stock in the Corporate Reorganization was registered under the Securities Act, pursuant to the proxy statement/prospectus dated August 3, 2018 and filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2018 (the “Proxy Statement/Prospectus”) that forms a part of the Registration Statement on FormS-4 (RegistrationNo. 333-224182) of the Company, as declared effective on August 3, 2018 (the “Registration Statement”). The Proxy Statement/Prospectus contains additional information about the Corporate Reorganization and the other transactions contemplated by the Merger Agreement and the GP Purchase Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company, the General Partner and the Partnership in the Corporate Reorganization.
The Common Stock will begin trading on the NASDAQ Global Select Market under the symbol “LGCY” on September 21, 2018.
Each of the Units, Series A Preferred Units and Series B Preferred Units was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and was listed on the NASDAQ Global Select Market, and each has been delisted from the NASDAQ Global Select Market in connection with the consummation of the Corporate Reorganization. The Partnership expects to file a Form 15 with the SEC to terminate the registration under Sections 12(g) and 15(d) of the Exchange Act of the Units, the Series A Preferred Units and the Series B Preferred Units, respectively.
In connection with the Corporate Reorganization and by operation of Rule12g-3(a) promulgated under the Exchange Act, the Company is the successor issuer to the Partnership and has succeeded to the attributes of the Partnership as the registrant. The Common Stock is deemed to be registered under Section 12(b) of the Exchange Act, and the Company is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby reports this succession in accordance with Rule12g-3(f) promulgated under the Exchange Act.
The description of the Company’s common stock provided in Exhibit 99.1, which is incorporated by reference herein, modifies and supersedes any prior description of the Company’s capital stock in any registration statement or report filed with the SEC and will be available for incorporation by reference into certain of the Company’s filings with the SEC pursuant to the Securities Act, the Exchange Act, and the rules and forms promulgated thereunder.
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