Linn Energy
LINN ENERGY, INC. (Form: 8-K, Received: 06/07/2017 16:22:30)





Washington, D.C. 20549









Date of Report (Date of earliest event reported): June 7, 2017 (June 1, 2017)




(Exact name of registrant specified in its charter)




Delaware   000-51719   81-5366183
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
Of Incorporation)   File Number)   Identification No.)


600 Travis Street

Houston, Texas

(Address of principal executive offices)   (Zip Code)

(281) 840-4000

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report.)



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


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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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Item 1.01. Entry into a Material Definitive Agreement.

Purchase and Sale Agreement

On June 1, 2017, Linn Energy Holdings, LLC (“LEH”), Linn Operating, LLC (“LOL”), and Linn Midstream, LLC (“Midstream” and together with LEH and LOL, the “Seller”), each of which is a wholly owned subsidiary of Linn Energy, Inc. (the “Company”), entered into a purchase and sale agreement (the “PSA”) with Bridge Energy LLC (the “Buyer”). Pursuant to the terms of the PSA, the Seller agrees to sell approximately 2,000 total net developed acres located in the Brea-Olinda Field of the Los Angeles Basin, California (the “Assets Sale”) to the Buyer for a contract price of $100.0 million, subject to purchase price adjustments, with an additional cash payment of $7.0 million upon the satisfaction of certain operating requirements within one year. Proceeds from the Assets Sale are expected to be added as additional cash on the Company’s balance sheet to be used for, among other things, funding of the Company’s announced share repurchase program. The Assets Sale is expected to close no later than July 18, 2017, with an effective date of March 1, 2017.

The PSA contains various representations, warranties, covenants and indemnification obligations of the Seller 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 Seller 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 Seller and the Buyer, (ii) resulting from certain material breaches of the PSA that cause the failure of certain closing conditions on or before July 30, 2017, (iii) if the closing has not occurred on or before July 30, 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 June 2, 2017, the Buyer placed into escrow approximately $10.0 million (the “Deposit Amount”). If the PSA is terminated under certain circumstances resulting from a breach of the PSA by the Buyer, the Seller 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 Seller, 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 will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2017. The PSA will be filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Seller 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 Company’s 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 Company’s 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 Assets Sale as contemplated by the PSA, the use of the proceeds from the Assets Sale to fund the Company’s share repurchase program and the risk factors and known trends and uncertainties as described in the Company’s 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 Company’s 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.


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.


Dated: June 7, 2017     LINN ENERGY, INC.

/s/ Candice J. Wells

      Name:   Candice J. Wells
      Title:   Senior Vice President, General Counsel and Corporate Secretary