LINN ENERGY, INC. (OTCMKTS:LINEQ) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Purchase and Sale Agreement
OnMay23, 2017, Linn Energy Holdings, LLC (LEH), Linn Operating,
LLC (LOL) and Linn Midstream, LLC (Midstream and together with
LEH and LOL, the Sellers), each of which is a wholly owned
subsidiary of Linn Energy, Inc. (the Company), entered into a
purchase and sale agreement (the PSA) with Berry Petroleum
Company, LLC (the Buyer). to the terms of the PSA, the Sellers
agree to sell approximately 500 total net acres located in the
San Joaquin Basin, California to the Buyer for $263.0million in
cash, subject to purchase price adjustments (the Disposition).
Proceeds from the Disposition are expected to be used to reduce
outstanding borrowings under the Companys revolving credit
facility and term loan. The Disposition is expected to close no
later than July31, 2017, with an effective date of March1, 2017.
The PSA contains various representations, warranties, covenants
and indemnification obligations of the Sellers and the Buyer that
are customary in transactions of this type. The closing is
subject to satisfaction or waiver of specified conditions,
including the material accuracy of the representations and
warranties of the Sellers and the Buyer. There can be no
assurance that these closing conditions will be satisfied.
The PSA may be terminated, subject to certain exceptions, (i)by
mutual written consent of the Sellers and the Buyer,
(ii)resulting from certain material breaches of the PSA that
remain uncured and cause the failure of certain closing
conditions, (iii)if the closing has not occurred on or before
August1, 2017, (iv) in the event the conditions related to the
Title Defect Values (as defined in the PSA) and the Aggregate
Environmental Defect Values (as defined in the PSA) are not
satisfied and (v)upon the occurrence of certain other events
specified in the PSA.
On May24, 2017, the Buyer placed into escrow approximately
$26.3million (the Deposit Amount). If the PSA is terminated under
certain circumstances resulting from a breach of the PSA by the
Buyer, the Sellers will be entitled to receive the Deposit Amount
as liquidated damages. Alternatively, if the PSA is terminated
under certain circumstances resulting from a breach of the PSA by
the Sellers, the Buyer will be entitled, in addition to seeking
damages for breach of the PSA, to receive the Deposit Amount.
The foregoing description of the PSA and the transactions
contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the PSA, which is filed
as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated by reference herein. The PSA is filed herewith to
provide investors with information regarding its terms. It is not
intended to provide any other factual information about the
Company, the Sellers or the Buyer as of the specific dates
therein, is solely for the benefit of the parties to the PSA, may
be subject to limitations agreed upon by the contracting parties,
including being qualified by disclosures made for the purposes of
allocating contractual risk between the contracting parties that
differ from those applicable to investors. Investors are not
third-party beneficiaries under the PSA and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after
the date of the PSA and this subsequent information may or may
not be fully reflected in the Companys public disclosures.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this Current Report on Form 8-K are
forward-looking and are based upon the Companys current belief as
to the outcome and timing of future events. All statements, other
than statements of historical facts, that address activities that
the Company plans, expects, believes, projects, estimates or
anticipates will, should or may occur in the future are
forward-looking statements. Important factors that could cause
actual results to differ materially from those in the
forward-looking statements herein include, but are not limited
to, the ability to consummate the Disposition as contemplated by
the PSA, the use of the proceeds from the Disposition to reduce
outstanding borrowings under the Companys debt instruments and
the risk factors and known trends and uncertainties as described
in the Companys Annual Report on Form 10-K as filed with the
Securities and Exchange Commission. These and other important
factors could cause actual results to differ materially from
those anticipated or implied in the forward-looking statements.
Please read Risk Factors in the Companys Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and other public filings.
The Company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new
information, future events or otherwise.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Description |
|
| 2.1* |
Purchase and Sale Agreement, dated May23, 2017, by and among Linn Energy Holdings, LLC, Linn Operating, LLC, Linn Midstream, LLC and Berry Petroleum Company, LLC. |
| * |
to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to the PSA have not been filed herewith. The registrant agrees to furnish supplementally copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request. |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated: May30, 2017 | LINN ENERGY, INC. | |||||
| By: |
/s/ Candice J. Wells |
|||||
| Name: | Candice J. Wells | |||||
| Title: |
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit Index
|
Exhibit Number |
Description |
|
| 2.1* |
Purchase and Sale Agreement, dated May23, 2017, by and among Linn Energy Holdings, LLC, Linn Operating, LLC, Linn Midstream, LLC and Berry Petroleum Company, LLC. |
| * |