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LINN Energy and LinnCo to Acquire Berry Petroleum Company for $4.3 Billion



LINN Energy and LinnCo to Acquire Berry Petroleum Company for $4.3 Billion

First Ever Acquisition of a Public C-Corp by an Upstream LLC or MLP

HOUSTON and DENVER, Feb. 21, 2013 (GLOBE NEWSWIRE) -- LINN Energy, LLC
(Nasdaq:LINE), LinnCo, LLC (Nasdaq:LNCO) and Berry Petroleum Company
(NYSE:BRY) today announced the signing of a definitive merger agreement
pursuant to which LINN and LinnCo will acquire all of Berry's outstanding
shares for total consideration of $4.3 billion, including the assumption of
debt. The transaction, which is structured as a stock-for-stock merger of
Berry with LinnCo followed by the acquisition of the Berry assets by LINN, is
expected to be tax-free to Berry shareholders. This transaction represents the
first ever acquisition of a public C-Corp by an upstream LLC or MLP.

Operational Highlights

  * Berry's long-life, low-decline, mature assets are an excellent fit for an
    MLP/LLC; 
  * Meaningful growth to LINN's portfolio with increased geographic presence
    in California, the Permian Basin, East Texas, and the Rockies, as well as
    the addition of an attractive new core area in the Uinta Basin;
  * Production of approximately 240 MMcfe/d, increasing LINN's current
    production by 30 percent;
  * Berry's reserves are approximately 75 percent oil, which results in a
    meaningful increase in liquids exposure to 54 percent from 46 percent of
    proved reserves, pro forma as of December 31, 2012;
  * Proved reserves of approximately 1.65 Tcfe, increasing LINN's estimated
    proved reserves by 34 percent;
  * LINN has identified additional probable and possible reserves at Berry of
    approximately 3.8 Tcfe;
  * Approximately 3,200 producing wells and more than 200,000 net acres; and
  * Potential for production optimization and cost savings.

Financial Highlights

  * The transaction is expected to be highly accretive to distributable cash
    flow per unit. In the first full year following closing, accretion is
    expected to be in excess of $0.40 per unit.
  * LINN plans to recommend to its board of directors an increase in the
    current quarterly distribution of 6.2 percent. LINN's current quarterly
    distribution of $0.725 per unit, or $2.90 per year, would increase to
    $0.77 per unit, or $3.08 per year. The recommended increase is anticipated
    to take effect in the quarter immediately following the closing of the
    transaction, which is estimated to occur on or before June 30, 2013.
  * LinnCo's current estimated annual dividend of $2.84 per share includes a
    reduction of $0.06 per share for taxes, which LinnCo now estimates to be
    zero for 2013. Therefore, management estimates that the LinnCo dividend
    per share for the quarter ended March 31, 2013 will increase 2 percent
    from $0.71 to $0.725 per quarter, or $2.90 per share on an annual basis. 
  * LinnCo's management intends to recommend to its board an increase in
    LinnCo's dividend by 8.5 percent following the closing of the transaction
    to $3.08 per share on an annualized basis, which includes the $0.18 per
    share increase in LINN distributions.
  * Due to the significant accretion expected from this transaction, LINN's
    coverage ratio for the second half of 2013, assuming the transaction
    closes on or before June 30, 2013, is expected to be approximately 1.20x
    including the anticipated distribution and dividend increases.
  * All stock consideration and greatly increased size are expected to result
    in significantly improved debt metrics.
  * As part of the transaction, Berry will be converted into a limited
    liability company and then it will be contributed to LINN in exchange for
    LINN units. This arrangement allows LINN to own Berry's assets in a
    pass-through entity without any immediate payment of tax.

"This transaction creates tremendous value for LINN Energy, LinnCo and Berry
equityholders. We are pleased to have been able to achieve such a mutually
beneficial outcome," said Mark E. Ellis, Chairman, President and Chief
Executive Officer, LINN Energy. "Berry's assets are an excellent fit for LINN,
and we believe this transaction generates significant accretion to our
distributable cash flow per unit." 

"We have great respect for what the Berry management team has accomplished and
consider the Berry employees to be an important part of this transaction,"
added Ellis. "We welcome them to LINN and believe that together, we will be
positioned for great success in the future."

Robert Heinemann, President and Chief Executive Officer, Berry Petroleum
Company, said, "Today's merger announcement with LINN Energy marks the
beginning of a new, important chapter in our company's history. Berry and LINN
have demonstrated the ability to prudently grow their businesses while
delivering value and returns to their respective shareholders and
unitholders. Berry's portfolio fits well with LINN's structure and asset base,
and the combination of the two companies will create one of the largest
independent E&P companies in North America. This transaction consideration
delivers substantial value to Berry shareholders with the opportunity to
participate in the upside potential of the combined, growing company."

Transaction Terms & Structure

Under the terms of the agreement, which was unanimously approved by the boards
of directors of LINN Energy, LinnCo and Berry, LinnCo has agreed to issue 1.25
common shares for each common share of Berry outstanding prior to the
merger. The consideration to be received by Berry shareholders is valued at
$46.2375 per Berry share based on LinnCo's closing price as of February 20,
2013.  This represents a premium of 19.8 percent to the Berry closing price on
February 20, 2013, and a premium of 23.1 percent to its one month average
price at that date.

The acquisition, which is expected to be tax-free to Berry's shareholders, is
structured as a stock-for-stock merger. In connection with the merger Berry
will be converted into an LLC. Upon completion of the merger, LinnCo will
contribute the Berry assets to LINN in exchange for LINN units.   

In connection with approval of the contribution from LinnCo to LINN Energy,
the boards of directors of each company formed a conflicts committee to
evaluate any potential conflicts that may arise between LINN and LinnCo. To
ensure the independence of each of the conflicts committees, two directors
resigned from the LinnCo board of directors to serve on the LINN conflicts
committee and two directors resigned from the LINN board of directors to serve
on LinnCo's conflicts committee. In addition, in connection with the
transaction, one representative of the board of directors of Berry will be
appointed to the board of either LINN or LinnCo.

The transaction is subject to the approval of the shareholders of Berry and
LinnCo and the unitholders of LINN Energy, as well as customary closing
conditions, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The transaction is expected to close by
June 30, 2013. The combined company will be headquartered in Houston, Texas.

2013 Estimated Cash Distributions (Subject to Board Approval)

LINN ENERGY
           First Quarter Second Quarter Third Quarter Fourth Quarter
Quarterly  $0.725        $0.725         $0.77         $0.77
Annualized $2.90         $2.90          $3.08         $3.08

LINNCO
           First Quarter Second Quarter Third Quarter Fourth Quarter
Quarterly  $0.725        $0.725         $0.77         $0.77
Annualized $2.90         $2.90          $3.08         $3.08

LinnCo Estimated Taxes

In order to avoid immediate tax on LINN's acquisition of the Berry assets,
LinnCo incurred a deferred tax liability. Because of the incremental costs for
LinnCo resulting from this deferred tax liability, LINN has agreed to pay
LinnCo $6 million per year for three years (2013, 2014 and 2015) or roughly
$0.06 per LinnCo share. Due to the significant estimated shield provided by
LINN to LinnCo, LinnCo's cash tax liability is estimated to be zero for the
last two quarters of 2013. In future periods, assuming current estimates for
taxable income and capital spending, management estimates that LinnCo's tax
liability will be in the range of 2 percent – 5 percent of dividends paid,
which is the same as the estimates provided in the prospectus for the LinnCo
IPO. Therefore, this transaction is not estimated to give rise to any
additional tax liability for LinnCo over and above the guidance that was
previously provided. LINN's management and board have also agreed to evaluate
the need for any additional payments from LINN Energy to LinnCo should taxes
be higher than expected.

Senior Notes

LINN expects that the completion of this transaction will trigger change of
control provisions in the indentures governing Berry's existing senior
notes. These change of control provisions entitle holders of the notes to
receive 101 percent of par for the notes plus accrued and unpaid interest from
a change of control offer related to each series of notes. LINN expects any of
Berry's notes not tendered pursuant to the change of control offers to remain
outstanding following the transaction, subject to any opportunistic
refinancing of such notes it may pursue in the future based on market
conditions.

Advisors

Citigroup Global Market Inc. acted as exclusive financial advisor to LinnCo,
and provided a fairness opinion to the LinnCo board of directors; Latham &
Watkins LLP acted as legal advisor to LINN Energy and LinnCo. Greenhill & Co.,
LLC provided a fairness opinion to the conflicts committee of the LINN Energy
board of directors; Akin Gump Strauss Hauer & Feld LLP acted as legal advisor
to the conflicts committee of the LINN Energy board of directors. Evercore
Partners provided a fairness opinion to the conflicts committee of the LinnCo
board of directors; Locke Lord LLP acted as legal advisor to the conflicts
committee of the LinnCo board of directors. Credit Suisse Securities (USA) LLC
acted as exclusive financial advisor to Berry Petroleum Company and provided a
fairness opinion to the Berry Petroleum Company board of directors. Wachtell,
Lipton, Rosen & Katz acted as legal advisor to Berry Petroleum Company. 

Conference Call and Webcast

LINN will host a conference call on Thursday, February 21, 2013, at 10 a.m.
Central (11 a.m. Eastern) to discuss LINN Energy's fourth quarter and
full-year 2012 results, outlook for 2013, and the transaction. Prepared
remarks by Chairman, President and Chief Executive Officer Mark E. Ellis and
Executive Vice President and Chief Financial Officer Kolja Rockov, will be
followed by a question and answer session.

Investors and analysts are invited to participate in the call by dialing (877)
224-9081, or (720) 545-0032 for international calls using Conference ID:
39327971. Interested parties may also listen over the Internet at
www.linnenergy.com.

A replay of the call will be available on the company's website or by phone
until 4:00 p.m. Central (5 p.m. Eastern), February 28, 2013. The number for
the replay is (855) 859-2056, or (404) 537-3406 for international calls using
Conference ID: 39327971.

ABOUT LINN ENERGY

LINN Energy's mission is to acquire, develop and maximize cash flow from a
growing portfolio of long-life oil and natural gas assets. LINN Energy is a
top-15 U.S. independent oil and natural gas development company, with
approximately 4.8 Tcfe of proved reserves in producing U.S. basins as of
December 31, 2012. More information about LINN Energy is available at
www.linnenergy.com.

The LINN Energy logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6573

ABOUT LINNCO

LinnCo was created to enhance LINN Energy's ability to raise additional equity
capital to execute on its acquisition and growth strategy. LinnCo is a
Delaware limited liability company that has elected to be taxed as a
corporation for United States federal income tax purposes, and accordingly its
shareholders will receive a Form 1099 in respect of any dividends paid by
LinnCo. More information about LinnCo is available at www.linnco.com.

ABOUT BERRY PETROLEUM COMPANY

Berry Petroleum Company is a publicly traded independent oil and natural gas
production and exploitation company with operations in California, Texas,
Utah, and Colorado. The company uses its website as a channel of distribution
of material company information. Financial and other material information
regarding the company is routinely posted on and accessible at
http://www.bry.com.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transactions, LinnCo intends to file with the
SEC a registration statement on Form S-4 that will include a joint proxy
statement of LinnCo, LINN and Berry that also constitutes a prospectus of
LinnCo.  Each of Berry, LINN and LinnCo also plan to file other relevant
documents with the SEC regarding the proposed transactions. INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint
proxy statement/prospectus (if and when it becomes available) and other
relevant documents filed by Berry, LINN and LinnCo with the SEC at the SEC's
website at www.sec.gov. You may also obtain these documents by contacting
LINN's and LinnCo's Investor Relations department at (281) 840-4193 or via
e-mail at ir@linnenergy.com or by contracting Berry's Investor Relations
department at (866) 472-8279 or via email at ir@bry.com.

PARTICIPANTS IN THE SOLICITATION

Berry, LINN and LinnCo and their respective directors and executive officers
and other members of management and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed transactions.
Information about LINN's directors and executive officers is available in
LINN's proxy statement dated March 12, 2012, for its 2012 Annual Meeting of
Unitholders. Information about LinnCo's directors and executive officers is
available in LinnCo's Registration Statement on Form S-1 dated June 25, 2012,
as amended, with respect to its initial public offering of common shares.
Information about Berry's directors and executive officers is available in
Berry's proxy statement dated April 6, 2012, for its 2012 Annual Meeting of
Stockholders. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint statement,
LinnCo proxy statement/prospectus and other relevant materials to be filed
with the SEC regarding the proposed transactions when they become available.
Investors should read the joint proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions. You may
obtain free copies of these documents from Berry, LINN or LinnCo using the
sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act
of 1933, as amended.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements concerning the proposed
transactions, its financial and business impact, management's beliefs and
objectives with respect thereto, and management's current expectations for
future operating and financial performance, based on assumptions currently
believed to be valid. Forward-looking statements are all statements other than
statements of historical facts. The words "anticipates," "may," "can,"
"plans," "believes," "estimates," "expects," "projects," "intends," "likely,"
"will," "should," "to be," and any similar expressions or other words of
similar meaning are intended to identify those assertions as forward-looking
statements. It is uncertain whether the events anticipated will transpire, or
if they do occur what impact they will have on the results of operations and
financial condition of LINN, LinnCo, Berry or of the combined company. These
forward-looking statements involve significant risks and uncertainties that
could cause actual results to differ materially from those anticipated,
including but not limited to the ability of the parties to satisfy the
conditions precedent and consummate the proposed transactions, the timing of
consummation of the proposed transactions, the ability of the parties to
secure regulatory approvals in a timely manner or on the terms desired or
anticipated, the ability of LINN to integrate the acquired operations, the
ability to implement the anticipated business plans following closing and
achieve anticipated benefits and savings, and the ability to realize
opportunities for growth. Other important economic, political, regulatory,
legal, technological, competitive and other uncertainties are identified in
the documents filed with the Securities and Exchange Commission (the "SEC") by
Berry, LINN and LinnCo from time to time, including their respective Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K. The forward-looking statements including in this press release are
made only as of the date hereof. None of Berry, LINN nor LinnCo undertakes any
obligation to update the forward-looking statements included in this press
release to reflect subsequent events or circumstances.

CONTACT: LINN Energy, LLC and LinnCo, LLC
        
         Investors & Media:
         Clay Jeansonne, Vice President, Investor and Public Relations
         281-840-4193
        
         Brook Wootton, Director, Investor and Public Relations
         281-840-4099
        
         Berry Petroleum Company
        
         Investors & Media:
         Zach Dailey, Manager, Investor Relations
         303-999-4071

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