SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 4)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
LINN ENERGY, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Candice J. Wells
Senior Vice President, General Counsel
and Corporate Secretary
Linn Energy, Inc.
600 Travis St.
Houston, Texas 77002
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Julian J. Seiguer
Wayne E. Williams
Kirkland & Ellis LLP
609 Main Street, Suite 4500
Houston, TX 77002
CALCULATION OF FILING FEE
|Transaction valuation(1)||Amount of filing fee(2)|
|(1)||The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to 6,770,833 shares of Class A common stock, par value $0.001 per share, at the offer price of $48.00 per share.|
|(2)||The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $124.50 per $1,000,000 of the value of the transaction.|
|☒||Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Amount Previously Paid: $40,462.50
|Filing Party: Linn Energy, Inc.|
Form or Registration No.: Schedule TO
|Date Filed: December 20, 2017|
|☐||Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|☐||third-party tender offer subject to Rule 14d-1.|
|☒||issuer tender offer subject to Rule 13e-4.|
|☐||going-private transaction subject to Rule 13e-3.|
|☐||amendment to Schedule 13D under Rule 13d-2.|
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|☐||Rule 13e-4(i) (Cross-Border Issuer Tender Offer)|
|☐||Rule 14d-1(d) (Cross-Border Third Party Tender Offer)|
This Amendment No. 4 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the Commission) on December 20, 2017 (as amended by each of Amendment No. 1, Amendment No. 2 and Amendment No. 3 filed with the Commission on January 8, 2018, January 8, 2018, and January 16, 2018, respectively, the Schedule TO) relating to the offer by Linn Energy, Inc., a Delaware corporation (Linn or the Company), to purchase for cash shares of its Class A common stock, par value $0.001 per share (the Shares), at a fixed price per Share, upon the terms and subject to the conditions described in the Offer to Purchase, dated December 20, 2017 (the Offer to Purchase), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the Letter of Transmittal and, together with the Offer to Purchase, as they have been or may be amended or supplemented from time to time, the Tender Offer), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
The purpose of this Amendment is to amend and supplement the Schedule TO and the Tender Offer. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
|Item 11.||Additional Information.|
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On January 23, 2018, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 11:59 p.m., New York City time, on January 22, 2018. A copy of the press release is filed as Exhibit (a)(5)(E) hereto and is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|LINN ENERGY, INC.|
/s/ Candice J. Wells
|Name:||Candice J. Wells|
|Title:||Senior Vice President, General Counsel and Corporate Secretary|
Date: January 23, 2018
|NEWS RELEASE FINAL|
LINN ENERGY ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER
HOUSTON, January 23, 2018 LINN Energy, Inc. (OTCQB: LNGG) (LINN or the Company) today announced the preliminary results of its tender offer to purchase for cash up to 6,770,833 shares of its Class A common stock (the shares) at a price of $48.00 per share, which expired at 11:59 p.m., New York City time, on Monday, January 22, 2018.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, approximately 78.2 million shares of the Class A common stock were properly tendered and not properly withdrawn, including approximately 0.3 million shares that were tendered through notice of guaranteed delivery. The number of shares conditionally tendered was less than 0.2 million based on the preliminary count by the depositary. Accordingly, LINN expects to accept for purchase a total of 6,770,833 shares of its Class A common stock at a purchase price of $48.00 per share, for an aggregate purchase price of approximately $325 million, excluding fees and expenses relating to the offer. The shares expected to be acquired represent approximately 8.1% of the Companys currently outstanding Class A common stock.
Since the offer was oversubscribed, the number of shares that LINN will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, LINN estimates that the pro-ration factor for the shares would be approximately 8.7%. The number of shares tendered and not withdrawn and the pro-ration factor are preliminary and are subject to verification by the depositary and the proper delivery of all shares tendered (including shares tendered pursuant to guaranteed delivery procedures). The actual number of shares properly tendered and not properly withdrawn and the pro-ration factor will be announced promptly following the guaranteed delivery period and completion of the verification process. Promptly after such announcement, the depositary will issue payment for the shares properly tendered and accepted under the tender offer and will return all other shares tendered. Payment for shares will be made in cash, without interest. It is currently expected that payment for all shares purchased will be made on or about January 25, 2018.
LINN may, in the future, decide to purchase additional shares in the open market subject to market conditions and private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the offer. Whether LINN makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors LINN considers relevant.
D. F. King & Co., Inc. is the information agent for the tender offer. Morgan Stanley & Co. LLC is acting as dealer manager. American Stock Transfer & Trust Company, LLC is acting as the depositary for the tender offer.
News Release for Informational Purposes Only
This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Companys Class A common stock. The offer was made solely by the Offer to Purchase and the related Letter of Transmittal, as they have been or may be amended or supplemented. Stockholders and investors are urged to read the Companys tender offer statement on Schedule TO filed on December 20, 2017 with the Securities and Exchange Commission (the Commission) in connection with the tender offer, which includes as exhibits the Offer to Purchase, the related Letter of Transmittal and other offer materials, as well as the amendments or supplements to the Schedule TO filed on January 8, 2018 and January 16, 2018 with the Commission and any further amendments or supplements to the Schedule TO when they become available,
because they contain important information. Each of these documents has been or will be filed with the Commission, and investors may obtain them for free from the Commission at its website (www.sec.gov); from D. F. King & Co., Inc., the information agent for the tender offer, by telephone at: (877) 297-1738 (toll-free), by email at: email@example.com or in writing to: 48 Wall Street, 22nd Floor, New York, NY 10005; or from Morgan Stanley & Co. LLC, the dealer manager for the tender offer, by telephone at: (855) 483-0952 (toll-free) or in writing to: 1585 Broadway, New York, NY 10036.
Statements made in this press release that are not historical facts are forward-looking statements. These statements are based on certain assumptions and expectations made by the Company which reflect managements experience, estimates and perception of historical trends, current conditions, and anticipated future developments. 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 anticipated in the forward-looking statements. These include risks relating to financial and operational performance and results of the Company and Roan Resources LLC, ability to improve our financial results and profitability following emergence from bankruptcy, ability to list our common stock on an established securities market, availability of sufficient cash flow to execute our business plan, timing of and ability to execute planned separation transactions and asset sales, continued low or further declining commodity prices and demand for oil, natural gas and natural gas liquids, ability to hedge future production, ability to replace reserves and efficiently develop current reserves, the capacity and utilization of midstream facilities and the regulatory environment. 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. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information or future events.
ABOUT LINN ENERGY
LINN Energy, Inc. was formed in February 2017 as the reorganized successor to LINN Energy, LLC. Headquartered in Houston, Texas, the Companys current focus is the development of the Merge/SCOOP/STACK in Oklahoma through its equity interest in Roan Resources LLC, as well as through its midstream operations in that area. Additionally, the Company is pursuing emerging horizontal opportunities in Oklahoma, North Louisiana and East Texas, while continuing to add value by efficiently operating and applying new technology to a diverse set of long-life producing assets.
Thomas Belsha, Vice President Investor Relations & Corporate Development
LINN Energy, Inc.