Current Report Filing (8-k)
September 26 2016 - 4:34PM
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 26, 2016 (September 23, 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) the 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 23, 2016, the Debtors and certain of the Consenting Creditors entered into the Second Amendment to Restructuring Support
Agreement (the Second 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 135 days to 149 days following the Petition Date.
The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by
reference to the Second 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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Second Amendment to Restructuring Support Agreement, dated as of September 23, 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 26, 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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Second Amendment to Restructuring Support Agreement, dated as of September 23, 2016, by and among the Debtors and the supporting parties thereto.
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