Linn Energy
Berry Petroleum Company, LLC (Form: 8-K, Received: 10/18/2016 08:40:00)

 

 

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): October 18, 2016 (October 14, 2016)

 

 

BERRY PETROLEUM COMPANY, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9735   77-0079387

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

600 Travis, Suite 5100

Houston, Texas

  77002
(Address of principal executive offices)   (Zip Code)

(281) 840-4000

(Registrant’s telephone number, including area code)

 

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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 May 11, 2016 (the “Petition Date”), Linn Energy, LLC (“LINN Energy”), LinnCo, LLC, an affiliate of the LINN Energy (“LinnCo”), certain of LINN Energy’s direct and indirect subsidiaries (collectively with LINN Energy, the “LINN Debtors”), and Berry Petroleum Company, LLC (the “Company” and, collectively with the LINN Debtors and LinnCo, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). The Debtors’ Chapter 11 cases are being administered jointly under the caption  In re Linn Energy, LLC, et al. , Case No. 16-60040 (the “Chapter 11 Cases”).

Prior to the filing of the Bankruptcy Petitions, on May 10, 2016, the Debtors entered into a restructuring support agreement (the “Restructuring Support Agreement”) with certain holders (the “Consenting Creditors”) collectively holding or controlling at least 66.67% by aggregate outstanding principal amounts under (i) LINN Energy’s Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013 (the “Linn Credit Agreement”) and (ii) the Company’s Second Amended and Restated Credit Agreement, dated as of November 15, 2010 (the “Berry Credit Agreement”).

The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment of the Debtors and the Consenting Creditors to support a comprehensive restructuring of the Debtors’ long-term debt, which will be effectuated through one or more plans of reorganization (the “Plan”) to be filed in the Chapter 11 Cases.

On October 14, 2016, the Debtors and the administrative agents under the LINN Credit Agreement and the Berry Credit Agreement entered into an amendment to the Bank RSA, the Fourth Amendment to Restructuring Support Agreement (the “Fourth Amendment”), which extended the date by which the Debtors must file with the Court the Plan (or Plans, if separate), the Plan Solicitation Materials (as defined in the Bank RSA) for the Plan (or Plans, if separate), and the motion or motions to approve the Disclosure Statement (or Disclosure Statements, if separate, and as defined in the Bank RSA) from 156 days to 163 days following the Petition Date.

The foregoing description of the Fourth Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit   

Description

10.1    Fourth Amendment to Restructuring Support Agreement, dated as of October 14, 2016, by and among the Debtors and the supporting parties thereto.


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.

 

    BERRY PETROLEUM COMPANY, LLC
October 18, 2016     By:   /s/ Candice J. Wells
      Candice J. Wells
      Senior Vice President, General Counsel and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
Number
  

Description of Exhibit

10.1    Fourth Amendment to Restructuring Support Agreement, dated as of October 14, 2016, by and among the Debtors and the supporting parties thereto.

Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

This FOURTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT , dated as of October 14, 2016 (this “ Fourth Amendment ”), is made and entered into by and among: (i) LinnCo, LLC and Linn Energy, LLC, on behalf of itself and its direct and indirect subsidiaries other than Berry Petroleum Company, LLC (“ Berry ”) and Linn Acquisition Company, LLC (“ LAC ”) (together with its direct and indirect subsidiaries other than Berry and LAC, “ LINN ”); (ii) Berry and LAC (together with LINN, the “ Company ”); (iii) Wells Fargo Bank, N.A., as administrative agent (the “ LINN Agent ”) under that certain Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013, as amended; and (iv) Wells Fargo Bank, N.A., as administrative agent (the “ Berry Agent ,” and together with the LINN Agent, the “ Agents ”) under that certain Second Amended and Restated Credit Agreement, dated as of November 15, 2010, as amended, and amends that certain Restructuring Support Agreement, dated as of May 10, 2016, by and among the Company and the Consenting Creditors parties thereto from time to time (as amended, restated, supplemented or otherwise modified from time to time, the “ Restructuring Support Agreement ”). Each of the Company and the Consenting Lenders shall be referred to individually as a “ Party ” and, collectively, as the “ Parties .” Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Restructuring Support Agreement.

RECITALS

WHEREAS , Section 10 of the Restructuring Support Agreement permits modifications and amendments of the Restructuring Support Agreement by written agreement executed by the Company and the Required Consenting Creditors;

WHEREAS , the Company and the Consenting Creditors have previously amended the Restructuring Support Agreement pursuant to that certain First Amendment to Restructuring Support Agreement, dated as of September 8, 2016, by and among the Company and the Consenting Lenders party thereto (the “ First Amendment ”);

WHEREAS , the Company and the Consenting Creditors have previously amended the Restructuring Support Agreement pursuant to that certain Second Amendment to Restructuring Support Agreement, dated as of September 23, 2016, by and among the Company and the Consenting Lenders party thereto (the “ Second Amendment ”);

WHEREAS , the Company and the Consenting Creditors have previously amended the Restructuring Support Agreement pursuant to that certain Third Amendment to Restructuring Support Agreement, dated as of October 7, 2016, by and among the Company and the Consenting Lenders party thereto (the “ Third Amendment ”);

WHEREAS , the Restructuring Support Agreement, as amended by the Third Amendment, permits the extension of those certain deadlines set forth in Section 5.03(a) of the Restructuring Support Agreement by a written agreement between the Company and the Agents;

WHEREAS , pursuant to Section 5.03(a) and Section 10 of the Restructuring Support Agreement, the Company and the Agents desire to amend the Restructuring Support Agreement as set forth in this Fourth Amendment.


NOW, THEREFORE , in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

AGREEMENT

Section 1.    Amendment to the Restructuring Agreement

The initial introduction to Section 5.03 and clause (a) of Section 5.03 of the Restructuring Support Agreement is hereby amended and restated in its entirety to read as follows:

“5.03 Commitments of the Company . Except as set forth in Section 8 hereof, subject to compliance in all material respects by the other Parties with the terms of this Agreement, and without limiting the mutual commitments set forth in Section 5.01 hereof in any respect, the Company hereby covenants and agrees to:

(a) file the Plan (or Plans, if separate), the Plan Solicitation Materials for the Plan (or Plans, if separate), and the motion or motions to approve the Disclosure Statement (or Disclosure Statements, if separate) on or before 163 days following the Petition Date.”

Section 2.    Ratification

Except as specifically provided for in this Fourth Amendment, the Third Amendment, the Second Amendment, or the First Amendment, no waivers, releases, changes, amendments, or other modifications have been made on or prior to the date hereof or are being made to the terms of the Restructuring Support Agreement or the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect.

Section 3.    Effectiveness

This Fourth Amendment shall become effective and binding on the Parties on the date counterpart signatures to this Fourth Amendment shall have been executed by (a) the Company, and (b) the Agents.

Section 4.    Headings

Titles and headings in this Fourth Amendment are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Fourth Amendment.

Section 5.    Execution of Agreement

This Fourth Amendment may be executed in counterparts, and by the different Parties hereto on separate counterparts, each of which when executed and delivered shall constitute an original. Delivery of an executed counterpart by facsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart.


Section 6.    Governing Law; Jurisdiction; Selection of Forum; Waiver of Trial By Jury

THIS FOURTH AMENDMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Fourth Amendment in the Bankruptcy Court, and solely in connection with claims arising under this Fourth Amendment (a) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court, (b) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court, and (c) waives any objection that the Bankruptcy Court are an inconvenient forum or do not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Fourth Amendment or the transactions contemplated hereby.

[Signature pages follow]


IN WITNESS WHEREOF , the parties hereto have caused this Fourth Amendment to be executed and delivered by their respective duly authorized officers or other agents, solely in their respective capacity as officers or other agents of the undersigned and not in any other capacity, as of the date first set forth above.

 

LINNCO, LLC
By:  

/s/ David B. Rottino

Name: David B. Rottino

Title:   Executive Vice President, Chief Financial

            Officer

LINN ENERGY, LLC , on behalf of itself and its subsidiaries other than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC
By:  

/s/ David B. Rottino

Name: David B. Rottino

Title:   Executive Vice President, Chief Financial

            Officer, and Manager (as applicable)

LINN ACQUISITION COMPANY, LLC
By:  

/s/ David B. Rottino

Name: David B. Rottino

Title:   Executive Vice President, Chief Financial

            Officer, and Authorized Representative

BERRY PETROLEUM COMPANY, LLC
By:  

/s/ David B. Rottino

Name: David B. Rottino

Title:   Executive Vice President, Chief Financial

            Officer

[ Signature Page to Fourth Amendment to Restructuring Support Agreement ]


[Creditor signature pages redacted.]