Current Report Filing (8-k)
September 09 2016 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 8, 2016 (September 8, 2016)
LINNCO, LLC
(Exact name
of registrant as specified in its charter)
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Delaware
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001-35695
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45-5166623
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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600 Travis, Suite 5100
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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(281) 840-4000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 11, 2016 (the Petition
Date), Linn Energy, LLC (LINN Energy), LinnCo, LLC, an affiliate of LINN Energy (the Company), certain of LINN Energys direct and indirect subsidiaries (collectively with LINN Energy, the LINN
Debtors), and Berry Petroleum Company, LLC (Berry and, collectively with the LINN Debtors and the Company, the Debtors), filed voluntary petitions (the Bankruptcy Petitions) for reorganization under Chapter
11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of Texas (the Court). The Debtors Chapter 11 cases are being administered jointly under the
caption
In re Linn Energy, LLC, et al.
, Case No. 16-60040 (the Chapter 11 Cases).
Prior to the filing of the
Bankruptcy Petitions, on May 10, 2016, the Debtors entered into a restructuring support agreement (the Restructuring Support Agreement) with certain holders (the Consenting Creditors) collectively holding or controlling
at least 66.67% by aggregate outstanding principal amounts under (i) LINN Energys Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013 and (ii) Berrys Second Amended and Restated Credit Agreement, dated
as of November 15, 2010.
The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment of the
Debtors and the Consenting Creditors to support a comprehensive restructuring of the Debtors long-term debt, which will be effectuated through one or more plans of reorganization (the Plan) to be filed in the Chapter 11 Cases.
On September 8, 2016, the Debtors and certain of the Consenting Creditors entered into the First Amendment to Restructuring Support
Agreement (the First Amendment), which extended the date by which the Plan (or Plans, if separate), the Plan Solicitation Materials (as defined in the Restructuring Support Agreement) for the Plan (or Plans, if separate), and the motion
or motions to approve the Disclosure Statement (or Disclosure Statements, if separate, and as defined in the Restructuring Support Agreement) must be filed with the Court from 120 days to 135 days following the Petition Date.
The foregoing description of the First Amendment is only a summary, does not purport to be complete and is qualified in its entirety by
reference to the First Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
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Description
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10.1
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First Amendment to Restructuring Support Agreement, dated as of September 8, 2016, by and among the Debtors and the supporting parties thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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LINNCO, LLC
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September 8, 2016
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By:
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/s/ Candice J. Wells
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Candice J. Wells
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Senior Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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10.1
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First Amendment to Restructuring Support Agreement, dated as of September 8, 2016, by and among the Debtors and the supporting parties thereto.
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