Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2015, Linn Energy, LLC (the "Company") entered into an Underwriting
Agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc.,
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as
representatives of the several underwriters named therein (the "Underwriters"),
pursuant to which the Company will sell 16,000,000 units representing limited
liability company interests in the Company (the "Units") at a price to the
public of $11.79 per Unit ($11.3184 per Unit, net of the underwriting discount)
(the "Offering"). Pursuant to the Underwriting Agreement, the Company granted
the Underwriters a 30-day option to purchase up to an additional 2,400,000 Units
on the same terms. The Units have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a shelf registration
statement on Form S-3 (File No. 333-184647) filed on September 4, 2014, which
was automatically declared effective by the Securities and Exchange Commission
("Commission") upon filing, as supplemented by the Prospectus Supplement dated
May 19, 2015 relating to the Units, filed with the Commission pursuant to Rule
424(b) of the Securities Act on May 19, 2015. Closing of the sale of the Units
is scheduled to occur on May 22, 2015, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and
agreements of the parties and customary conditions to closing, indemnification
and contribution provisions under which the Company, on one hand, and the
Underwriters, on the other, have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act, other obligations
of the parties and termination provisions.
The Company also agreed, subject to limited exceptions, not to issue Units or
securities convertible into Units for a period of 30 days after May 19, 2015,
without the prior consent of Raymond James & Associates, Inc. The Company
expects to use the net proceeds from the public offering of the Units to repay a
portion of the indebtedness outstanding under its credit facility, which debt
was primarily incurred to fund the open market repurchase of the Company's and
Berry Petroleum Company, LLC's senior notes. Affiliates of certain of the
underwriters are lenders under the Company's credit facility and, accordingly,
will receive substantially all of the net proceeds from the public offering of
The summary of the Underwriting Agreement set forth in this Item 1.01 does not
purport to be complete and is qualified by reference to such agreement, which is
filed as Exhibit 1.1 hereto and incorporated herein by reference. Legal opinions
relating to the Units are included as Exhibits 5.1 and 8.1 hereto.
Item 8.01 Other Events.
On May 19, 2015, the Company issued a press release announcing pricing of a
public offering by the Company of the Units pursuant to an effective shelf
registration statement on Form S-3ASR filed with the Securities and Exchange
Commission. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated May 19, 2015, among Linn Energy, LLC and
Raymond James & Associates, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley &
Co. LLC and RBC Capital Markets, LLC, as representatives of the several
underwriters named therein.
5.1 Opinion of Baker Botts L.L.P. regarding the legality of the Units.
8.1 Opinion of Baker Botts L.L.P. regarding tax matters.
99.1 Press Release of Linn Energy, LLC dated May 19, 2015.
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