Legacy Oil + Gas Inc. Announces Strategic Partnership with CPPIB Credit Investments Inc. and Maintenance of Syndicated Bank

Legacy Oil + Gas Inc. Announces Strategic Partnership with CPPIB Credit 
Investments Inc. and Maintenance of Syndicated Bank Facilities 
/NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION OVER UNITED STATES 
WIRE SERVICES/ 
CALGARY, Nov. 1, 2012 /CNW/ - Legacy Oil + Gas Inc. ("Legacy" or the 
"Company") (TSX: LEG) is pleased to announce that it has entered into a 
subscription agreement with CPPIB Credit Investments Inc., ("CII"), a 
wholly-owned subsidiary of the CPP Investment Board ("CPPIB") for an 
investment by CII in Legacy, subject to final documentation. The initial 
investment will be in the form of US$200 million of unsecured, five year term 
notes with a 7.5% coupon (the "Notes"), to be issued pursuant to a trust 
indenture with a Canadian trust company (the "Indenture"), with an additional 
US$100 million of notes available at a future date, subject to the approval of 
both CII and Legacy on terms to be confirmed at the time of issuance. 
In addition, the Company is pleased to announce that its syndicate of lenders, 
led by BMO Capital Markets as Administration Agent, and The Bank of Nova 
Scotia and National Bank of Canada as Co-Syndication Agents and including BMO 
Capital Markets, The Bank of Nova Scotia, Alberta Treasury Branches, National 
Bank of Canada, Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank 
and JP Morgan Chase Bank NA as lenders, has maintained the borrowing base at 
C$525 million after taking into account the issue of the Notes, subject to 
final documentation. The next annual borrowing base review is scheduled for 
on or before April 30, 2013. 
The key terms of the Notes are as follows: 
Principal:          US$200 million initial investment, with a further 
                US$100 million issuable with the approval of both 
                parties 
Coupon:             7.5% for the initial US$200 million of Notes 
Pricing:            Issued at par 
Ranking:            Senior unsecured indebtedness 
Term:               Five years 
Prepayment:         Make whole and change of control provisions as 


                    described in the Indenture

Covenants:          Certain customary covenants with respect to
                    additional debt incurrence, dividends, asset sales
                    and other customary covenants to be set forth in
                    the Indenture

Legacy will use the net proceeds of the Notes to reduce borrowings under its 
syndicated credit facility. The Company has no intent to increase overall 
leverage, but has pursued the investment by CII for the purposes of increasing 
liquidity, improving financial flexibility and diversifying its sources of 
capital. The introduction of the Notes improves the long term sustainability 
of Legacy's business model. Although no specific agreements have been 
reached, CPPIB and the Company may consider equity investments at some time in 
the future, subject to terms negotiated at that time.

Closing of the investment is anticipated to occur on or about November 15, 
2012. Closing is subject to the satisfaction of all of the conditions to 
closing set out in the subscription agreement and to the finalization and 
execution of all required documentation. The Indenture will be available 
for review following closing under the Corporation's profile on SEDAR at 
www.sedar.com.

With respect to the Notes transaction, GMP Securities acted as Sole Lead 
Book-Running Manager;BMO Capital Markets and Scotiabank acted as Co-Managers.

About CPPIB Credit Investments Inc.:

CPPIB Credit Investments Inc. is a multi-faceted global credit investment 
program wholly owned by the CPP Investment Board. Since its inception, the 
group has invested approximately C$9.0 billion of capital. With investments in 
the Americas, Europe and Asia, the team is focused on providing debt financing 
across the entire capital structure including term loans, high-yield bonds, 
mezzanine lending and other solutions for corporations.

The CPPIB is a professional investment management organization that invests 
the funds not needed by the Canada Pension Plan ("CPP") to pay current 
benefits on behalf of 18 million Canadian contributors and beneficiaries. In 
order to build a diversified portfolio of CPP assets, the CPPIB invests in 
public equities, private equities, real estate, inflation-linked bonds, 
infrastructure and fixed income instruments. Headquartered in Toronto, with 
offices in London and Hong Kong, the CPPIB is governed and managed 
independently of the Canada Pension Plan and at arm's length from governments. 
At June 30, 2012, the CPP Fund totaled $165.8 billion. For more information 
about the CPPIB, please visit www.cppib.ca

Legacy is a uniquely positioned, technically driven intermediate oil and 
natural gas company with a proven management team committed to aggressive, 
cost-effective growth of light oil reserves and production in large 
hydrocarbon in-place assets and resource plays. Legacy's common shares trade 
on the TSX under the symbol LEG.

This news release and the information contained herein does not constitute an 
offer of the Notes for sale in the United States and the Notes may not be 
offered or sold in the United States, absent registration or an applicable 
exemption from the registration requirements of the U.S. Securities Act of 
1933, as amended (the "Securities Act") and applicable state securities laws. 
The Notes have not been and will not be registered under the Securities Act.

This news release shall not constitute an offer to sell or the solicitation of 
an offer to buy the Notes, nor shall there be any offer or sale of the Notes 
in any jurisdiction in which such offer, solicitation or sale would be 
unlawful.

FORWARD LOOKING STATEMENTS: This press release contains forward-looking 
statements. More particularly, this press release contains statements 
concerning the anticipated closing of the investment by CII.

The forward-looking statements contained herein are based on certain key 
expectations and assumptions made by Legacy, including assumptions with 
respect to the satisfaction of all of the conditions to closing set out in the 
subscription agreement and the due finalization and execution of all required 
documentation.

Although Legacy believes that the expectations and assumptions on which the 
forward-looking statements are based are reasonable, undue reliance should not 
be placed on the forward-looking statements because Legacy can give no 
assurance that they will prove to be correct. Since forward-looking 
statements address future events and conditions, by their very nature they 
involve inherent risks and uncertainties. The investment by CII may not 
close at the anticipated time or at all due to a number of factors and risks. 
These include, but are not limited to, the failure to satisfy all of the 
conditions to closing set out in the subscription agreement or the failure of 
the parties to agree to acceptable final documentation.

The forward-looking statements contained in this press release are made as of 
the date hereof and Legacy undertakes no obligation to update publicly or 
revise any forward-looking statements or information, whether as a result of 
new information, future events or otherwise, unless so required by applicable 
securities laws.



Trent J. Yanko, P.Eng. President + CEO

Legacy Oil + Gas Inc. 4400, 525 - 8th Avenue S.W. Calgary, AB T2P 1G1

Telephone: 403.441.2300 Fax: 403.441.2017 

Matt Janisch, P.Eng. Vice-President, Finance + CFO 

Legacy Oil + Gas Inc. 4400, 525 - 8th Avenue S.W. Calgary, AB T2P 1G1

Telephone: 403.441.2300 Fax: 403.441.2017 

SOURCE: Legacy Oil + Gas Inc.

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CO: Legacy Oil + Gas Inc.
ST: Alberta
NI: OIL FIN ORDER 

-0- Nov/01/2012 21:34 GMT


 
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