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Linn Energy, LLC (LINE) Message Board

  • johnvon98 johnvon98 Nov 4, 2013 7:03 AM Flag

    Merger agreement modified

    Just released:

    Under the amended terms of the agreement, LinnCo has agreed to increase the number of common shares it is issuing to 1.68 common shares, from 1.25 common shares, for each common share of Berry outstanding prior to the merger for total consideration of approximately $4.9 billion, including the assumption of debt. The transaction, which is structured as a stock-for-stock merger of Berry with LinnCo followed by the acquisition of the Berry assets by LINN Energy, is expected to be tax-free to Berry shareholders.

    SortNewest  |  Oldest  |  Most Replied Expand all replies
    • Not worth a dime over 1.4 shares. I am long & #$%$##!

    • Linn is paying too much for BRY. Ellis is determined to complete this merger, regardless of the cost. Linn unit holders just got hosed.

    • No statement on the dividend. guess we will have to wait for the conference call.

    • I would have thought 1/5 ratio would be the max LNCO would accept. not sure if this is such a good deal now. Hope market approves.

    • LOL so much for Berry being "grossly overvalued."

    • Exchange Ratio Increased to 1.68; Transaction Valued at $4.9 Billion
      HOUSTON and DENVER, Nov. 4, 2013 (GLOBE NEWSWIRE) -- LINN Energy, LLC (Nasdaq:LINE), LinnCo, LLC (Nasdaq:LNCO) and Berry Petroleum Company (NYSE:BRY) (the "Companies") announced today that the boards of directors of LINN Energy, LinnCo and Berry have unanimously approved an amended merger agreement. The Companies have executed an amendment to the existing merger agreement to provide for an increase in the exchange ratio that each outstanding share of Berry common stock would receive in the merger and an extension of the end date to January 31, 2014.
      Transaction Terms
      Under the amended terms of the agreement, LinnCo has agreed to increase the number of common shares it is issuing to 1.68 common shares, from 1.25 common shares, for each common share of Berry outstanding prior to the merger for total consideration of approximately $4.9 billion, including the assumption of debt. The transaction, which is structured as a stock-for-stock merger of Berry with LinnCo followed by the acquisition of the Berry assets by LINN Energy, is expected to be tax-free to Berry shareholders. The proposed merger will create one of the largest independent oil and natural gas companies in North America with pro forma production of more than 1 Bcfe per day and proved reserves of approximately 6.6 Tcfe (54 percent liquids).
      In a joint statement, Mark E. Ellis, Chairman, President and Chief Executive Officer, LINN Energy, and Robert F. Heinemann, President and Chief Executive Officer, Berry Petroleum Company, said, "The boards and management teams of LINN and Berry remain committed to completing this merger. We continue to believe that, upon completion, this transaction will create tremendous value for LINN Energy, LinnCo and Berry investors."
      Mr. Ellis continued, "Since initially engaging with Berry, their operations have consistently outperformed expectations, which is evidenced by their recent third quarter 2013 results

      • 1 Reply to chris.trendle
      • We have great respect for the Berry employees and look forward to welcoming them to the LINN Energy team."
        Berry Petroleum Company Highlights
        • Berry's long-life, low-decline, mature assets are an excellent fit for an MLP/LLC;
        • Meaningful growth to LINN's portfolio with increased geographic presence in California, the Permian Basin, East Texas, and the Rockies, as well as the addition of an attractive new core area in the Uinta Basin;
        • Production of approximately 250 MMcfe/d, increasing LINN's current production by 30 percent;
        • Berry's reserves are approximately 75% percent oil, which results in a meaningful increase in liquids exposure to 54 percent from 47 percent of proved reserves, as of December 31, 2012 pro forma for recent acquisitions and divestitures;
        • Proved reserves of approximately 1.65 Tcfe, increasing LINN's estimated proved reserves by 33 percent;
        • LINN has identified additional probable and possible reserves at Berry of approximately 3.8 Tcfe;
        • Approximately 2,850 producing wells and more than 200,000 net acres; and
        • Potential for production optimization and cost savings.
        Financial Highlights of the Transaction
        • The transaction is expected to be accretive to LINN's cash available for distribution;
        • All stock consideration and greatly increased size are expected to result in significantly improved debt metrics for LINN; and
        • As part of the transaction, Berry will be converted into a limited liability company and then it will be contributed to LINN in exchange for LINN units. This arrangement allows LINN to own Berry's assets in a pass-through entity without any immediate payment of tax.
        Timing
        As part of the agreement, the Companies have agreed to extend the date after which any party may terminate the pending merger agreement to January 31, 2014, from October 31, 2013. The Companies have set a new record date of November 14, 2013, and anticipate scheduling a meeting for the middle of December for LINN Energy, LinnCo and Berry and their resp

    • As part of the agreement, the Companies have agreed to extend the date after which any party may terminate the pending merger agreement to January 31, 2014, from October 31, 2013.

 
LINE
29.02+0.49(+1.72%)Apr 17 4:00 PMEDT

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