History
LinnCo was created in 2012 to hold Linn Energy units for ordinary investors, grew through the Berry deal, then was wiped out in Linn's 2016 bankruptcy and wound up.
2012-2013: A vehicle for Linn units
LinnCo was formed in October 2012 for one purpose: to hold units in Linn Energy and give ordinary investors a way in without partnership tax paperwork. Nasdaq cleared its shares for trading on October 11, and its initial public offering followed, selling 30,250,000 shares at $36.50 to raise about $1.1 billion, with a further 4,537,500 shares available to the underwriting syndicate. It also signed an omnibus agreement with Linn Energy. By the end of 2012 there were 34,787,500 shares on issue.
In February 2013 the company agreed to buy Berry Petroleum Company alongside Linn Energy. Berry holders were to receive 1.25 LinnCo shares per Berry share, and LinnCo would then contribute Berry to Linn for new Linn units. In November the terms were sweetened to 1.68 LinnCo shares per Berry share, and Linn's fixed $6 million a year tax payment to LinnCo for 2013 to 2015 was replaced by year-end talks on whether to pay anything. The deal closed on December 16, 2013. About 93 million new LinnCo shares were issued, LinnCo received about 93 million new Linn units, and it held about 39% of Linn. LinnCo shareholders approved the share issue, and Stephen J. Hadden joined the board, taking it to seven members. Shares on issue rose to 128,503,236 by year end, spreading each existing holder's stake over many more shares.
2014-2015: A quiet record
The disclosures show no major events in these two years. The share count stayed essentially flat at about 128.5 million.
2016: Exchange offer and Chapter 11
In March 2016 LinnCo offered one of its shares for each Linn unit tendered, up to 224,207,286 units. The aim was to let Linn unitholders hold their stake through a company taxed as a corporation, so that any taxable income from a future Linn debt restructuring would not be passed on to them. The filing warned that Linn and LinnCo might seek Chapter 11 protection and that the shares could be severely diluted or eliminated.
In April, Nasdaq warned that the shares had closed below the $1.00 minimum bid price for 30 consecutive business days. The offer expired April 25 with about 103.96 million units tendered, and a later offering period ran on. On May 11, LinnCo, Linn Energy, some Linn subsidiaries and Berry filed for Chapter 11 in the Southern District of Texas, after a restructuring agreement with lenders. The plan said existing equity in LinnCo, Linn and Berry would be extinguished without recovery. Nasdaq announced delisting, which LinnCo did not appeal, and trading moved to the OTC Pink market, a more limited market, after May 23.
The exchange offer closed on August 1, with 123,909,317 Linn units (about 35% of outstanding) accepted. LinnCo then owned about 71% of Linn, and shares on issue reached 251,644,889 at year end. In October, new restructuring agreements added noteholders and then more bank lenders, and a plan was filed on October 21. They again provided for LinnCo's equity to be extinguished, with a $1.7 billion exit facility and $530 million of rights offerings for Linn.
2017: Wind-up
The court confirmed the plan on January 27, 2017, stating that all LinnCo shares would be cancelled and the company wound down and liquidated. The plan took effect on February 28. All 251,644,889 common shares were cancelled, and LinnCo filed a Form 15 to end its SEC registration. As of March 3, 2017, shareholders were to receive no distribution on their shares, only a contingent right to tax-related distributions that might come from the liquidation. LinnCo would file no further regular reports, including the 2016 annual report, only Form 8-Ks on material wind-up events.
Written from the 17 story beats below (2012 to 3 Mar 2017), which come from the company's own announcements and filings.