LINN Energy and LinnCo Voluntarily Disclose Informal SEC Inquiry
HOUSTON, July 1, 2013 (GLOBE NEWSWIRE) -- LINN Energy, LLC (Nasdaq:LINE)
("LINN") and LinnCo, LLC (Nasdaq:LNCO) ("LinnCo") announced that they have
been notified by the staff of the Securities and Exchange Commission ("SEC")
that its Fort Worth Regional Office has commenced a private, non-public
inquiry regarding LINN and LinnCo. The SEC has requested the preservation of
documents and communications that are potentially relevant to, among other
things, LinnCo's proposed merger with Berry Petroleum Company, and LINN and
LinnCo's use of non-GAAP financial measures and hedging strategy. The SEC has
stated that the fact of the inquiry should not be construed as an indication
that the SEC or its staff has a negative view of any entity, individual or
security. LINN and LinnCo are cooperating fully with the SEC in this matter.
Although the impact of the inquiry on the timing of LinnCo's proposed merger
with Berry Petroleum Company is difficult to predict, LinnCo and LINN remain
committed to the completion of the transaction.
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
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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, which are all
statements other than statements of historical facts. These forward-looking
statements involve significant risks and uncertainties that could cause actual
results to differ materially from those anticipated. Important economic,
political, regulatory, legal, technological, competitive and other
uncertainties are identified in the documents filed with the SEC by 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. Neither LINN nor LinnCo undertakes any obligation to update
the forward-looking statements included in this press release to reflect
subsequent events or circumstances.
Additional Information about the Proposed Transactions and Where to Find It
In connection with the proposed Berry transaction, LINN and LinnCo have filed
with the SEC a registration statement on Form S-4 (Registration No.
333-187484) that includes a joint proxy statement of LinnCo, LINN and Berry
that also constitutes a prospectus of LINN and 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 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 firstname.lastname@example.org or by contracting Berry's Investor Relations
department at (866) 472-8279 or via email at email@example.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 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
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.
CONTACT: LINN Energy, LLC and LinnCo, LLC
Investors & Media:
Clay Jeansonne, Vice President, Investor and Public Relations
LINN Energy, LLC Logo
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