LINN Energy: Change of control, offer to purchase senior notes


LINN Energy LLC (Nasdaq:LINE) and LinnCo LLC (Nasdaq:LNCO) report that LINN Energy is offering to purchase all of Berry Petroleum Co. LLC’s outstanding 10.25% senior notes due 2014, 6.75% senior notes due 2020, and 6.375% senior notes due 2022. On Dec. 16, 2013, Berry became a wholly owned subsidiary of LINN Energy, which constituted a change of control (as defined in the indenture governing each series of the notes).

Pursuant to the terms of the notes, following a change of control, Berry is required to make an offer to purchase all or a portion of each series of notes at a price of 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest to, but not including, the date of purchase (the Change of Control Payment).

LINN Energy has offered to purchase for the Change of Control Payment all of Berry's outstanding notes at the price described above. Any notes that remain outstanding after consummation of the offer will continue to be obligations of Berry under the indentures governing each series of the notes.

The notice and the terms and conditions of the offer are included in the Notice of Change of Control and Offer to Purchase dated Jan. 15, and the related letter of transmittal to be distributed to holders of the notes. The offer will expire at 9 a.m., New York City time, on Feb. 14. Holders must validly tender their notes at, or prior to, the expiration date to be eligible to receive the Change of Control Payment.

LINN Energy has retained D.F. King & Co. Inc. to act as the tender agent.



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