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 the 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 LinnCo, 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).
On October 21, 2016,
the LINN Debtors entered into the First Amended and Restated Restructuring Support Agreement (the Amended and Restated RSA) with (i) certain holders of LINN Energys 12% Senior Secured Second Lien Notes due December 2020 (such
notes, the Second Lien Notes, and such holders, the Consenting Second Lien Noteholders); (ii) certain holders of LINN Energys unsecured notes (such notes, the Unsecured Notes, such holders of the
Unsecured Notes, the Consenting Unsecured Noteholders, and together such Consenting Unsecured Noteholders with the Consenting Second Lien Noteholders, the Consenting Noteholders); and certain lenders (the Consenting
LINN Lenders, and together with the Consenting Noteholders, the Consenting Creditors) under LINN Energys Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013 (the LINN Credit Agreement).
The Amended and Restated RSA amends and restates that certain restructuring support agreement dated as of October 7, 2016 (the Original RSA), by and among the LINN Debtors and the Consenting Noteholders, which was previously
disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on October 11, 2016. In addition, the Amended and Restated RSA replaces and supersedes that certain restructuring support
agreement with certain of the Consenting LINN Lenders, dated as of May 10, 2016, with respect to the terms of the restructuring of the LINN Debtors, which was previously disclosed in a Current Report on Form 8-K filed with the Commission on
May 11, 2016.
The Amended and Restated RSA sets forth, subject to certain conditions, the commitment of the LINN Debtors and the
Consenting Creditors to support a comprehensive restructuring of the LINN Debtors long-term debt (the Restructuring). The Restructuring will be effectuated through the Proposed Joint Chapter 11 Plan of Reorganization of Linn
Energy, LLC and its Debtor Affiliates (the Plan) filed with the Court on October 21, 2016.
Other than as provided below,
the majority of the terms of the Amended and Restated RSA are substantially identical to those set forth in the Original RSA. The Amended and Restated RSA includes limited changes to the treatment of claims under the LINN Credit Agreement, including
that such claims will be allowed as fully secured claims under the Plan and will not be subject to off-set, avoidance, recharacterization, recoupment, or subordination. Further, the Amended and Restated RSA provides that holders of claims under the
LINN Credit Agreement will receive, as part of the Plan, (i) a cash paydown equal to the sum of (a) $500 million from cash equity contributions at the closing of the take-back debt facility, plus (b) other amounts from LINNs
cash on hand (net of Chapter 11 and transaction expenses) consistent with the Plan and subject to anti-cash hoarding provisions in the take-back debt facility, and (ii) a take-back debt facility on the terms and conditions set forth in the
Amended and Restated RSA.
The foregoing description of the Amended and Restated RSA is only a summary, does not purport to be complete
and is qualified in its entirety by reference to the Amended and Restated RSA attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.