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Actionable news in LNCO: Linn Co, LLC,

Registration of securities, business combinations

SUMMARY

This section summarizes material information presented in greater detail elsewhere in this document. However, this summary does not contain all of the information that may be important to LINN Energy unitholders. You are urged to carefully read the remainder of this document and the accompanying letter of transmittal, the annexes to this document and the other information referred to in this document because the information in this section and in the Questions and Answers About the Offer section is not complete. See Where to Obtain More Information.

The Offer

LinnCo is offering, upon the terms and subject to the conditions set forth in this prospectus/offer to exchange and in the accompanying letter of transmittal, to exchange for each outstanding LINN Energy unit validly tendered and not validly withdrawn in the offer, one LinnCo share.

Purpose of the Offer

The purpose of the offer is to permit holders of LINN Energy units to maintain their economic interest in LINN Energy through LinnCo, an entity that is taxed as a corporation rather than a partnership, which may allow LINN Energy unitholders to avoid future allocations of taxable income and loss, including CODI, that could result from future debt restructurings or other strategic transactions by LINN Energy. Because LINN Energy is treated as a partnership for federal and all relevant state income tax purposes, all items of income, gain, loss, deduction and credit of LINN Energy are treated as items of income, gain, loss, deduction and credit allocated directly to LINN Energys unitholders and reported on such unitholders separate returns. LinnCo is treated as a corporation for federal and all relevant state income tax purposes and all items of income, gain, loss, deduction and credit of LinnCo are reported on LinnCos separate income tax return and are not allocated to LinnCos shareholders. As a result, LINN Energy unitholders generally benefit from owning LINN Energy units when there is income and profits at LINN Energy because such income and profits are not taxed at a corporate level and all of LINN Energys deductions are allocated directly to LINN Energys unitholders, potentially offsetting any allocation of income. However, under distressed economic and business circumstances, similar to what LINN Energy is currently experiencing, LINN Energy unitholders may be exposed to disadvantageous tax consequences through the ownership of LINN Energy units in the event LINN Energys debt is restructured or in the event of any other strategic transaction resulting in CODI. For example, to the extent that LINN Energy realizes CODI from future debt restructurings or other strategic transactions, that income will be directly allocated to its unitholders and reported on such unitholders separate returns. Conversely, to the extent such CODI is allocated to LinnCo, which is taxed as a corporation, such income would not be allocated to LinnCos shareholders but would instead be reported on LinnCos separate return.

LinnCo believes that many LINN Energy unitholders may benefit from participating in the offer. However, because the tax situation of each LINN Energy unitholder is unique, LinnCo recommends that each LINN Energy unitholder consult with such LINN Energy unitholders own individual tax advisor to determine whether it is in such LINN Energy unitholders best interest to participate in the offer. Moreover, nothing in the prospectus/offer to exchange should be interpreted as suggesting that any LINN Energy unitholder should retain their ownership interest in LINN Energy. Indeed, it is possible that either or both LINN Energy and LinnCo could seek protection under Chapter 11 of the U.S. Bankruptcy Code, and it is possible that LinnCo shares and LINN Energy units could be severely diluted or even eliminated in such proceedings.

The Companies

LinnCo

LinnCo is a Delaware limited liability company formed on April 30, 2012, under the Delaware Limited Liability Company Act (the LLC Act). LinnCo is taxed as a corporation for federal and state income tax purposes. LinnCos initial sole purpose was to own LINN Energy units. In connection with the acquisition of Berry Petroleum Company, now Berry Petroleum Company, LLC (Berry), in December 2013, LinnCo amended its limited liability company agreement to permit, among other things, the acquisition and subsequent transfer of assets to LINN Energy for consideration received. As of March 18, 2016, LinnCo had no significant assets or operations other than those related to its interest in LINN Energy.

At March 18, 2016, LinnCo owned approximately 36% of LINN Energys outstanding units. At March 18, 2016, LINN Energy owned 100% of LinnCos sole voting share and all of LinnCos non-voting common shares were held by the public.

LinnCos principal executive offices are located at 600 Travis, Suite 5100, Houston, Texas, 77002, and its telephone number at that location is (281) 840-4000.

Additional information about LinnCo is included in Annex A to this document.

LINN Energy

LINN Energys mission is to acquire, develop and maximize cash flow from a growing portfolio of long-life oil and natural gas assets. LINN Energy is taxed as a partnership for federal and state income tax purposes, and as such its items of income, gain, loss, deductions and credits are allocated directly to its unitholders. LINN Energy is an independent oil and natural gas company that began operations in March 2003 and completed its initial public offering in January 2006. LINN Energys properties are located in the U.S., in the Hugoton Basin, the Rockies, California, east Texas and north Louisiana (TexLa), the Mid-Continent, Michigan/Illinois, the Permian Basin and south Texas.

LINN Energys principal executive offices are located at 600 Travis, Suite 5100, Houston, Texas, 77002, and its telephone number at that location is (281) 840-4000.

Additional information about LINN Energy is included in Annex B to this document.

LinnCos Relationship with LINN Energy

LinnCo was formed on April 30, 2012 for the sole purpose of owning LINN Energy units, and it has no significant assets or operations other than those related to its interest in LINN Energy. LinnCo does not have any cash flow other than distributions received, if any, in respect of its LINN Energy units. As a result, LinnCos financial condition and results of operations are dependent upon the operation and management of LINN Energy and its resulting performance.

LinnCos authorized capital structure consists of two classes of interests: (1) LinnCo shares, which have limited voting rights, and (2) voting shares. LINN Energy owns LinnCos sole voting share and is entitled to elect LinnCos entire board of directors (the LinnCo Board). Each LinnCo share is entitled to one vote on matters presented for the approval of LinnCo shareholders. LinnCo shareholders are not entitled to vote with respect to the election of members of the LinnCo Board or on certain other matters with respect to which only LINN Energy, as the holder of LinnCos sole outstanding voting share, is entitled to vote. However, LinnCo will submit to a vote of LinnCos shareholders any matter submitted by LINN Energy to a vote of its unitholders,

including the election of LINN Energys board of directors (the LINN Energy Board). LinnCo will vote the LINN Energy units that LinnCo holds in the same manner as LinnCo shareholders vote (or refrain from voting) their shares on those matters. Following the completion of this transaction, LinnCo will continue to vote the accumulated LINN Energy units that LinnCo will hold in the same manner as LinnCo shareholders vote (or refrain from voting) their shares on those matters.

Ownership of LinnCo

The following diagram depicts the organizational and ownership structure of LINN Energy and LinnCo as of March 18, 2016.

Expiration Date

The offer is scheduled to expire at 12:00 midnight, New York City Time, at the end of April 25, 2016, unless extended or terminated. Expiration date means 12:00 midnight, New York City Time, at the end of April 25, 2016, unless and until LinnCo has extended the period during which the offer is open, in which event the term expiration date means the latest time and date at which the offer, as so extended by LinnCo, will expire.

Extension, Termination or Amendment

Subject to the applicable rules and regulations of the SEC, LinnCo may extend the offer in the event that any of the offer conditions have not been satisfied as of any then scheduled expiration date in order to permit the satisfaction of the conditions to the offer, and must extend the offer for any period required by any law, rule, regulation, interpretation or position of the SEC or its staff or the NASDAQ which is applicable to the offer.

LinnCo will effect any extension, termination, amendment or delay by giving oral or written notice to the exchange agent and by making a public announcement promptly thereafter as described under The OfferExtension, Termination and Amendment of the Offer. In the case of an extension, any such announcement will be issued no later than 9:00 a.m., New York City Time, on the next business day following the previously scheduled expiration date. Subject to applicable law, which require that any material change in the information published, sent or given to unitholders in connection with the offer be promptly disseminated to unitholders in a manner reasonably designed to inform them of such change and without limiting the manner in which LinnCo may choose to make any public announcement, LinnCo assumes no obligation to publish, advertise or otherwise communicate any such public announcement of this type other than by issuing a press release. During any extension, LINN Energy units previously tendered and not validly withdrawn will remain subject to the offer, subject to the right of each LINN Energy unitholder to withdraw previously tendered LINN Energy units.

Conditions of the Offer

The offer is subject to the following conditions:

the effectiveness of the Registration Statement of which this document is a part; and

There is no financing condition to the offer. The offer is not subject to a minimum tender condition.

Withdrawal Rights

Tendered LINN Energy units may be withdrawn at any time prior to the expiration date. Additionally, if LinnCo has not accepted the LINN Energy units for exchange on or prior to May 20, 2016, LINN Energy unitholders may thereafter withdraw their LINN Energy units from tender at any time after such date until LinnCo accepts the LINN Energy units for exchange. Once LinnCo accepts such LINN Energy units for exchange pursuant to the offer, all tenders not previously withdrawn become irrevocable. You may not, however, withdraw LINN Energy units tendered during a subsequent offering period, if one is included.

Procedure for Tendering

To validly tender their LINN Energy units pursuant to the offer, LINN Energy unitholders must:

deliver a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents and certificates for tendered LINN Energy units to the exchange agent at its address set forth elsewhere in this document, all of which must be received by the exchange agent prior to the expiration date or the expiration of a subsequent offering period, if any; or
deliver an agents message in connection with a book-entry transfer, and any other required documents, to the exchange agent at its address set forth elsewhere in this document, and LINN Energy units must be tendered pursuant to the procedures for book-entry tender set forth herein (and a confirmation of receipt of that tender received), and in each case be received by the exchange agent prior to the expiration date or the expiration of a subsequent offering period, if any.

In the case of a LINN Energy unitholder who is a foreign person that has owned a 5% or greater interest in LINN Energy at any time during the 5 year period prior to the expiration date or the expiration of a subsequent offering period, if any, and that wishes to participate in the exchange, it is possible that income tax withholding may apply. Pursuant to applicable law, such holder should either provide documentation to the exchange agent to demonstrate that withholding does not apply, or otherwise make arrangements with the exchange agent to satisfy any withholding obligation.

LINN Energy unitholders who hold LINN Energy units in street name through a bank, broker or other nominee holder, and desire to tender their LINN Energy units pursuant to the offer, should instruct the nominee holder to do so prior to the expiration date or the expiration of a subsequent offering period, if any.

Exchange of LINN Energy Units; Delivery of LinnCo Shares

Upon the terms and subject to the satisfaction of the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any extension or amendment), LinnCo will accept for exchange, and will exchange, promptly following the expiration date, all LINN Energy units validly tendered and not validly withdrawn prior to the expiration date. If LinnCo elects to provide a subsequent offering period following the expiration date, LinnCo will accept for exchange immediately upon tender and will promptly exchange all LINN Energy units validly tendered during such subsequent offering periods.

Interests of Certain Persons in the Offer and LINN Energy Units

Certain of the officers and members of the LinnCo Board and LINN Energy Board are LINN Energy unitholders. For more information, please read The OfferInterests of Certain Persons in the Offer and LINN Energy Units.

Comparative Market Price

LinnCo shares are listed on the NASDAQ under the symbol LNCO, and LINN Energy units are listed on the NASDAQ under the symbol LINE. The parties announced the offer after the close of trading on March 22, 2016. On March 21, 2016, the last trading day before the public announcement of the offer, the closing price per LINN Energy unit on the NASDAQ was $0.60, and the closing price per LinnCo share on the NASDAQ was $0.52.

LINN Energy unitholders should obtain current market quotations for LINN Energy units and LinnCo shares before deciding whether to tender their LINN Energy units in the offer. See Comparative Market Price and Dividend Matters.

While the closing price per LINN Energy unit may be above or below the closing price per LinnCo share, LINN Energy unitholders should consider all factors, including tax consequences from a strategic transaction by LINN Energy (including potential allocations of taxable income and loss, including CODI), when deciding whether to tender their units pursuant to the offer.

Comparison of Unitholders and Shareholders Rights

The rights of LinnCo shareholders are different in some respects from the rights of LINN Energy unitholders. Therefore, LINN Energy unitholders will have different rights once they become LinnCo shareholders. The differences are described in more detail under Comparison of Unitholders and Shareholders Rights.

Material U.S. Federal Income Tax...


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