Each one in plain English, with the numbers worked through for a shareholder.
3 Mar 2017security holder rights change▼ BadMajor
The plan took effect on February 28, 2017, and all LinnCo common shares were cancelled and extinguished. LinnCo filed a Form 15 that day to end its SEC registration and will only wind up its affairs. The filing says there will be no distribution to shareholders on account of their shares, though they have a contingent right to tax-related distributions that may become available in the future from the liquidation. The company will stop filing regular reports, including the 2016 annual report, and file only 8-Ks on material wind-up events. This completes the cancellation foreshadowed by the plan confirmation.
On January 27, 2017, the bankruptcy court confirmed the Chapter 11 plan. The filing states that all of LinnCo's existing equity will be extinguished and each common share (251,644,889 outstanding as of October 31, 2016) cancelled when the plan takes effect, and that LinnCo will be wound down and liquidated. The company was targeting the effective date within 30 days but gave no assurance. This is the confirmation step of the plan path set out in the earlier restructuring agreements.
On October 21, 2016, Linn Energy signed an amended and restated Restructuring Support Agreement that adds certain credit facility lenders and replaces both the October 7 agreement and the May 10 bank agreement. The plan was filed with the court the same day. Bank lenders' claims are to be allowed as fully secured, with a cash paydown of $500 million plus other cash on hand and a take-back debt facility. The filing says most other terms are substantially identical to the original; it does not restate the treatment of LinnCo shares, which the earlier agreement said would be extinguished.
On October 14, 2016, the Linn debtors and some noteholders amended the October 7 Restructuring Support Agreement, moving the plan and disclosure statement filing deadline from seven to fourteen days after that agreement and the court approval date for the disclosure statement from December 6 to December 9, 2016. A Fourth Amendment to the bank agreement also moved its plan-filing deadline from 156 to 163 days after the petition date. The filing describes no change to the equity treatment.
On October 7, 2016, Linn Energy and its subsidiaries signed a new Restructuring Support Agreement with certain second lien and unsecured noteholders (the bank lenders were not yet parties). It states that all existing equity of LinnCo and Linn Energy would be extinguished without recovery, and sets out a $1.7 billion exit facility, $530 million of rights offerings and a plan-effective-date termination trigger of March 1, 2017. The same filing also reports a Third Amendment to the May 10 bank agreement, moving the plan-filing deadline from 149 to 156 days after the May 11 petition date (with a possible extension to 163 days).
On September 23, 2016 the debtors and some consenting creditors signed a second amendment to the Restructuring Support Agreement, extending the deadline to file the plan, solicitation materials and disclosure statement motion from 135 to 149 days after the May 11 petition date. This is a second deadline extension; the filing describes no change to plan terms.
On September 8, 2016 the debtors and some consenting creditors amended the May 10 Restructuring Support Agreement, pushing back the deadline to file the plan, solicitation materials and disclosure statement motion from 120 to 135 days after the May 11 petition date. The filing states only a deadline extension; no change to plan terms is described.
LinnCo reports completing the exchange offer on August 1, 2016: 123,909,317 Linn units (about 35% of outstanding) were accepted for exchange and LinnCo now owns about 71% of Linn's units. It plans to file financial statements and pro forma information by a later 8-K/A, within 71 calendar days of when this report was due. This repeats the offer result already reported in the final tender offer amendment.
The exchange offer closed on August 1, 2016 and this is the final amendment reporting results. In total 123,909,317 Linn units (about 35% of outstanding), 19,954,774 of them in the subsequent period, were accepted and LinnCo shares issued, leaving LinnCo owning about 71% of Linn's units. This ends the exchange offer thread; LinnCo remains a Chapter 11 debtor.
LinnCo extended the subsequent offering period again, to August 1, 2016. About 16,411,302 Linn units have now been tendered in that period, with new LinnCo shares issued for all of them, and LinnCo owns about 70% of Linn's units. The press release now shows LinnCo and Linn quoted over the counter (LNCOQ and LINEQ), consistent with the earlier delisting.
LinnCo extended the subsequent offering period of its Linn unit exchange offer to June 30, 2016. About 12,066,714 more Linn units were tendered in that period and new LinnCo shares were issued for them, bringing LinnCo's stake to about 68.9% of Linn's units. The press release says the court authorized the offer to continue on May 13, 2016, which settles the earlier open request for court approval, and that the offer aims to let Linn holders avoid future cancellation-of-debt income allocations.
NASDAQ told LinnCo on May 13, 2016 that its shares will be delisted, citing the Chapter 11 filing, concerns about the residual equity interest of existing shareholders, and the bid price having closed below $1.00 for 30 consecutive trading days. LinnCo does not intend to appeal, so trading on NASDAQ is to be suspended at the open on May 23, 2016, and the company expects the shares to be quotable on the OTC Pink, a more limited market that may be less liquid. This resolves the earlier minimum-bid warning with delisting rather than a cure.
LinnCo filed Amendment No. 4 to its tender offer statement, adding Prospectus Supplement No. 1 (May 12, 2016) and the May 11 press release as exhibits. The press release repeats the Chapter 11 filing and says the company has asked the court for approval to keep the exchange offer open through May 23, 2016, and that a bankruptcy plan would likely cause substantial cancellation of debt income. The amendment itself adds no new terms.
LinnCo, Linn Energy, certain Linn subsidiaries and Berry filed for Chapter 11 on May 11, 2016 in the Southern District of Texas, after signing a restructuring support agreement on May 10 with lenders holding at least 66.67% of the Linn and Berry credit facilities. The plan states that all existing equity interests of LinnCo, Linn Energy and Berry will be extinguished without recovery, which is the outcome the earlier filings had warned about. Plan terms include a new $2.2 billion Linn exit facility and conversion of unsecured claims to new equity.
The exchange offer expired April 25, 2016 with about 103,961,939 Linn units (about 29% of outstanding units) validly tendered, up from about 55.5 million reported on April 15. All were accepted and LinnCo will issue new shares for them, so LinnCo will hold more Linn units. A subsequent offering period for remaining unitholders runs to May 23, 2016 unless extended, on the same one-for-one ratio. The press release says that future debt deals, including the closing of the April 4, 2016 settlement with certain second lien noteholders, may still give rise to cancellation of debt income.
NASDAQ told LinnCo on April 22, 2016 that its shares had closed below the $1.00 minimum bid price for 30 consecutive business days. Trading continues for now, and LinnCo has until October 19, 2016 to get back above $1.00 for 10 consecutive business days to regain compliance.
LinnCo filed Amendment No. 2 to its exchange offer registration, offering one LinnCo share per Linn Energy unit with the offer now expiring at the end of April 25, 2016 (the extension already reported). The visible text repeats the warning that Linn and/or LinnCo could seek Chapter 11 and that shares and units could be severely diluted or eliminated; the visible text does not show what else changed.
LinnCo extended its exchange offer for Linn Energy units to the end of April 25, 2016, with other terms unchanged. As of 5:00 p.m. April 15, 2016, about 55,490,588 Linn units had been validly tendered and not withdrawn, compared with the 224,207,286 maximum registered. If completed, LinnCo would take on more Linn units, and the earlier filings warn the shares could be diluted or eliminated if Linn or LinnCo sought Chapter 11.
LinnCo filed Amendment No. 1 to its tender offer statement for the Linn Energy unit exchange, which mainly restates and cross-references the information in the amended prospectus. It adds no new figures or terms of its own beyond updating exhibit references.
LinnCo filed Amendment No. 1 to its exchange offer registration, keeping the terms of one LinnCo share per Linn Energy unit and the April 18, 2016 expiry. The visible text repeats the earlier warning that Linn and/or LinnCo could seek Chapter 11 and that shares and units could be severely diluted or eliminated. The visible text does not identify which terms were changed.
LinnCo filed a registration to offer one LinnCo share for each Linn Energy unit tendered, up to a maximum of 224,207,286 units, with the offer set to expire April 18, 2016 unless extended. The stated purpose is to let Linn unitholders hold their stake through a company taxed as a corporation, so that taxable income from any future Linn debt restructuring (cancellation of debt income) would not be passed to them. The filing warns that Linn and/or LinnCo could seek Chapter 11 protection and that LinnCo shares and Linn units could be severely diluted or eliminated. This is a new thread and is a significant shift from LinnCo's earlier role of simply holding Linn units.
LinnCo signed an agreement with five banks (Citigroup, Credit Suisse, J.P. Morgan, Merrill Lynch, UBS) letting it sell up to $500 million of its shares on the market over time. It says it would use any proceeds to buy the same number of new Linn Energy units from Linn, which would use the money for general purposes such as capital spending, acquisitions and repaying debt. This follows the shelf registration and prospectus supplement filed the same day. No sales are reported, and the filing says sales are only 'if any'.
18 Dec 2013asset acquisition disposition● NeutralMajor
On December 16, 2013, LinnCo and Linn Energy completed the Berry Petroleum acquisition: Berry holders get 1.68 LinnCo shares per Berry share, about 93 million new LinnCo shares in total, and LinnCo contributed Berry to Linn for about 93 million new Linn units, leaving LinnCo with about 39% of Linn units. LinnCo shareholders approved the share issuance (18,029,670 for, 178,849 against) and the LLC agreement changes, and Stephen J. Hadden joined the board, taking it from six to seven members. For existing LinnCo shareholders, this closes the long-running merger thread but means their holding is spread over many more shares (an inference: they are diluted).
On December 6, 2013, LinnCo, Linn Energy and Berry reached an agreement in principle to settle a Berry stockholder class action (filed April 12, 2013 in Delaware) that alleged an unfair sales process and inadequate disclosure for the Berry deal. As part of the settlement, extra disclosures were added to the proxy materials; the defendants deny wrongdoing, and the settlement still needs court approval. The filing says it does not change the consideration or delay the December 16, 2013 shareholder meetings. It also shows a second merger agreement amendment dated November 13, 2013 and sets the meeting date, resolving part of the open threads on meeting dates.
Eighth amendment to the Berry registration statement, dated November 13, 2013, filed solely to correct the fee table on the cover page. It now registers 96,298,108 LinnCo shares (at the 1.68 ratio, up from the earlier 71,571,628 at 1.25), with a $387,770 total fee. It also refers to the merger agreement as amended Nov 3, 2013; no change to deal terms is stated in this filing.
Seventh amendment to the Berry Petroleum registration statement, dated November 6, 2013. It is the first S-4/A to reflect the new 1.68 LinnCo shares per Berry share (fixed ratio), worth about $55.79 per Berry share at LinnCo's $33.21 close on November 1, 2013. The Berry record date is now November 14, 2013; the meeting dates, aggregate share count and latest share price are still blank, and the deal still needs votes from Berry stockholders, LinnCo shareholders and Linn unitholders.
On November 3, 2013, LinnCo and Linn Energy amended the Berry merger agreement: Berry stockholders will now get 1.68 LinnCo shares per Berry share instead of 1.25, and the deadline to complete the deal was extended to January 31, 2014 (after which any party may terminate). A separate amendment drops Linn's fixed $6 million per year tax distribution to LinnCo for 2013-2015, replacing it with good-faith talks at each year-end on whether and how much to pay. A joint press release states the transaction is valued at $4.9 billion. For LinnCo, issuing more shares per Berry share means more new LinnCo shares for the same deal (an inference is that existing holders are diluted more); the tax-payment change removes a guaranteed amount.
