UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 9, 2015 (July 2, 2015)
LINN ENERGY, LLC
(Exact name of registrant as specified in its charters)
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Delaware
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000-51719
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65-1177591
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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incorporation or organization)
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600 Travis, Suite 5100
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Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(281) 840-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 2, 2015, Linn Energy, LLC (the “
Company
”), through certain of its wholly-owned subsidiaries, entered into a definitive purchase and sale agreement (the “
Purchase and Sale Agreement
”) to sell its remaining position in Howard County in the Permian Basin for a contract price of approximately $281 million (the “
Divestiture
”). The Divestiture is expected to close in the third quarter 2015 with an effective date of May 1, 2015. The transaction is subject to satisfactory completion of title and environmental due diligence, as well as the satisfaction of closing conditions. There can be no assurance that all of the conditions to closing the Divestiture will be satisfied.
The foregoing description of the Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2015. A copy of the press release announcing the Divestiture is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
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99.1
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Press Release of Linn Energy, LLC dated July 6, 2015.
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SIGNATURES
Pursuant 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.
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LINN ENERGY, LLC
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Date: July 9, 2015
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By:
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/s/ Candice J. Wells
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Candice J. Wells
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Vice President, General Counsel and Corporate Secretary
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NEWS RELEASE
LINN ENERGY ANNOUNCES SALE OF REMAINING PERMIAN BASIN
WOLFCAMP ACREAGE FOR $281 MILLION
HOUSTON, July 6, 2015
- LINN Energy, LLC (NASDAQ: LINE) (“LINN” or the “Company”) and LinnCo, LLC (NASDAQ: LNCO) (“LinnCo”) announced today that LINN has signed a definitive agreement to sell its remaining position in Howard County in the Permian Basin for a contract price of $281 million. The transaction is expected to close in the third quarter 2015 with an effective date of May 1, 2015.
The properties sold include approximately 6,400 net acres prospective for horizontal Wolfcamp drilling and approximately 2.0 MBoe/d of current production from 133 gross wells.
The transaction is subject to satisfactory completion of title and environmental due diligence, as well as the satisfaction of closing conditions.
Financial Advisor
RBC Richardson Barr acted as financial advisor to LINN for this 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-20 U.S. independent oil and natural gas development company, with approximately 7.3 Tcfe of proved reserves in producing U.S. basins as of December 31, 2014. More information about LINN Energy is available at www.linnenergy.com.
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.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This press release includes "forward-looking statements." All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to forward-looking statements about acquisitions, divestitures and trades, potential strategic alliances, timing and payment of distributions, and the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company's drilling program, production, hedging activities, capital expenditure levels and other guidance included in this press release. These statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such
statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to the Company's financial performance and results, availability of sufficient cash flow to pay distributions and execute its business plan, prices and demand for oil, natural gas and natural gas liquids, the ability to replace reserves and efficiently develop current reserves and other important factors that could cause actual results to differ materially from those projected as described in the Company's reports filed with the Securities and Exchange Commission. See "Risk Factors" in the Company's Annual Report on Form 10-K and other public filings.
Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
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Contacts:
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LINN Energy, LLC and LinnCo, LLC
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Investors and Media:
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Clay Jeansonne, Vice President - Investor Relations
(281) 840-4193
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Sarah Nordin - Public Relations & Media
(713) 904-6605
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