Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
LINE > SEC Filings for LINE > Form 8-K on 18-Dec-2013All Recent SEC Filings

Show all filings for LINN ENERGY, LLC

Form 8-K for LINN ENERGY, LLC


18-Dec-2013

Completion of Acquisition or Disposition of Assets, Change in Directors or Princ


Item 2.01 Completion of Acquisition or Disposition of Assets.

Agreement and Plan of Merger

On December 16, 2013, Linn Energy, LLC, a Delaware limited liability company ("LINN"), and LinnCo, LLC, a Delaware limited liability company ("LinnCo"), completed the previously-announced transactions contemplated by the Agreement and Plan of Merger, dated as of February 20, 2013, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of November 3, 2013, and Amendment No. 2 to Agreement and Plan of Merger, dated as of November 13, 2013 (as so amended, the "Merger Agreement"), by and among Berry Petroleum Company, a Delaware corporation ("Berry"), Bacchus HoldCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Berry ("HoldCo"), Bacchus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo ("Bacchus Merger Sub"), LinnCo, Linn Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of LinnCo ("LinnCo Merger Sub"), and LINN. Pursuant to the terms of the Merger Agreement, (i) Bacchus Merger Sub was merged with and into Berry (the "HoldCo Merger"), with Berry continuing as the surviving corporation and as a direct wholly owned subsidiary of HoldCo;
(ii) following the HoldCo Merger, Berry was converted from a Delaware corporation into a Delaware limited liability company (the "Conversion");
(iii) following the Conversion, HoldCo was merged with and into LinnCo Merger Sub (the "LinnCo Merger"), with LinnCo Merger Sub continuing as the surviving company; and (iv) following the LinnCo Merger, LinnCo contributed all of the outstanding equity interests in LinnCo Merger Sub to LINN (the "Contribution") in exchange for the issuance to LinnCo (the "Issuance") of newly issued units representing limited liability company interests in LINN ("LINN Units").

The HoldCo Merger, the Conversion, the LinnCo Merger, the Contribution and the Issuance are collectively referred to herein as the "Transactions."

Under the terms of the Merger Agreement, each outstanding share of Berry common stock was converted into one newly issued share of HoldCo common stock in the HoldCo Merger, and HoldCo stockholders have the right to receive, for each share of HoldCo common stock they owned, 1.68 newly issued LinnCo common shares in the LinnCo Merger.

Pursuant to the Merger Agreement, LinnCo will issue approximately 93 million LinnCo common shares to holders of Berry common stock.

LinnCo common shares will continue to trade on the Nasdaq Stock Market under the symbol "LNCO." Following completion of the Transactions, Berry common stock will cease trading on the New York Stock Exchange.

The summary of the Merger Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by LINN and LinnCo with the U.S. Securities and Exchange Commission (the "SEC") on February 21, 2013, and to the full text of Amendment No. 1 to Agreement and Plan of Merger, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by LINN and LinnCo with the SEC on November 4, 2013, both of which are incorporated herein by reference.

Contribution Agreement

On December 16, 2013, LINN and LinnCo completed the previously announced transactions contemplated by the Contribution Agreement, dated as of February 20, 2013, as amended by Amendment No. 1 to Contribution Agreement, dated as of November 3, 2013 (as amended, the "Contribution Agreement"). Pursuant to the terms of the Contribution Agreement, LINN issued approximately 93 million LINN Units in exchange for all of the outstanding equity interests in LinnCo Merger Sub. As a result of the transactions contemplated by the Contribution Agreement, LinnCo owns approximately 39% of the outstanding LINN Units.

The summary of the Contribution Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Contribution Agreement, which was filed as Exhibit 2.2 to the Current Report on Form 8-K filed by LINN and LinnCo with the SEC on February 21, 2013, and to the full text of Amendment No. 1 to Contribution Agreement, which was filed as Exhibit 2.2 to the Current Report on Form 8-K filed by LINN and LinnCo with the SEC on November 4, 2013, both of which are incorporated herein by reference.




Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective December 16, 2013, in connection with the acquisition of Berry, the Board of Directors of LINN (the "Board of Directors") increased its size from six members to seven members. Pursuant to the terms of the Merger Agreement, the Board of Directors elected Stephen J. Hadden to the Board of Directors.

Mr. Hadden has over 30 years of experience in the oil and gas industry, having served in various management roles for Texaco and Chevron-Texaco. More recently, Mr. Hadden was Executive Vice President of Worldwide Exploration and Production for Devon Energy Corporation. Mr. Hadden brings to the Board several decades of experience in the oil and gas industry, with particular expertise in the exploration and production side of the industry, which provides him with accumulated expertise in operational management, strategy and finance issues that are valuable to the Board of Directors. His experience as a senior executive enables him to contribute significant independent insights into LINN's business and operations, and the economic environment and long-term strategic issues LINN faces.

In accordance with LINN's Third Amended and Restated Limited Liability Company Agreement, he will serve as a director of LINN until his successor has been duly elected and qualified following the next annual meeting of Unitholders or until his earlier resignation or removal.



Item 5.07 Submission of Matters to a Vote of Security Holders.

LINN held its annual meeting of unitholders on December 16, 2013. At that meeting, LINN unitholders voted on the matters set forth below:

1. Proposal to approve the election of each of the six nominees for the LINN board of directors.

          Name of Director      Votes For    Votes Withheld   Broker Non-Votes
        George A. Alcorn       98,899,640      5,776,048         93,277,541
        David D. Dunlap        98,792,823      5,882,865         93,277,541
        Mark E. Ellis          102,604,378     2,071,310         93,277,541
        Michael C. Linn        102,169,871     2,505,817         93,277,541
        Joseph P. McCoy        98,890,889      5,784,799         93,277,541
        Jeffrey C. Swoveland   98,906,530      5,769,518         93,277,541

2. Proposal to approve the ratification of the selection of KPMG LLP as independent public accountant for LINN for 2013.

Votes For Votes Against Abstentions 206,792,288 1,523,501 1,862,147

3. Proposal to approve the issuance of LINN units to LinnCo in exchange for the contribution of Berry to LINN pursuant to the transactions contemplated by the Merger Agreement and the Contribution Agreement.

Votes For Votes Against Abstentions Broker Non-Votes 101,802,782 1,249,984 1,622,922 93,277,541

4. Proposal to approve an amendment and restatement of the Linn Energy, LLC Amended and Restated Long-Term Incentive Plan (the "LTIP"), which increases the total number of LINN units authorized to be issued under the LTIP from 12,200,000 units to 21,000,000 units.

Votes For Votes Against Abstentions Broker Non-Votes 94,491,688 7,869,606 2,314,394 93,277,541

5. Proposal to approve any adjournment of the LINN annual meeting, if necessary or appropriate, to solicit additional proxies in favor of all of the proposals voted on by the LINN unitholders at the LINN annual meeting.

Votes For Votes Against Abstentions Broker Non-Votes 200,318,902 6,152,541 3,706,493 0



Item 7.01 Regulation FD Disclosure.

On December 16, 2013, Berry, LinnCo and LINN issued a joint press release announcing the completion of the Transactions. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.


The information in Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

LINN intends to file the financial statements required by Item 9.01(a) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information

LINN intends to file the financial statements required by Item 9.01(b) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(d) Exhibits

              Exhibit
              Number    Description

              99.1      Joint press release, dated December 16, 2013


  Add LINE to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for LINE - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.