Each one in plain English, with the numbers worked through for a shareholder.
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.
Sixth amendment to the registration statement for the Berry Petroleum acquisition, dated October 28, 2013. The visible text still shows 1.25 LinnCo shares per Berry share, with meeting dates, record date and share count blank. It adds an 'Index to Financial Statements' marker; the excerpt shows no change to terms, and the ratio changed days later per the November 3 amendment.
Fifth amendment to the registration statement for the Berry Petroleum acquisition, dated October 21, 2013. The visible text still shows 1.25 LinnCo shares per Berry share, with meeting dates, record date, share count and latest share price all blank. No change to terms is visible in the excerpt (the terms were changed in a later filing).
Fourth amendment to the registration statement for the Berry Petroleum acquisition, dated September 17, 2013. The visible text repeats the same terms (1.25 LinnCo shares per Berry share, fixed ratio, $46.2375 per Berry share at the $36.99 February 20 close). Meeting dates, record date, share count and latest share price are still blank, and the deal still needs votes from Berry stockholders, LinnCo shareholders and Linn unitholders.
Third amendment to the registration statement for the Berry Petroleum acquisition, dated August 8, 2013. The visible text repeats the same terms (1.25 LinnCo shares per Berry share), but the record date is now blank again, which suggests (inference) the meeting timetable was being reset. Meeting dates and share counts are still blank, and the deal still needs shareholder votes.
Second amendment to the registration statement for the Berry Petroleum acquisition, dated June 3, 2013. The visible text repeats the same deal terms (1.25 LinnCo shares per Berry share) and the May 13, 2013 record date; meeting dates and share counts are still blank, and no change to terms is visible in the excerpt.
First amendment to the registration statement for the Berry Petroleum acquisition. It repeats the deal terms (1.25 LinnCo shares per Berry share, Berry to be contributed to Linn Energy) and now sets a May 13, 2013 record date for Berry and LinnCo voting. The visible text does not show a change to the terms; meeting dates and share counts are still blank.
LinnCo and Linn Energy filed a registration statement for the planned acquisition of Berry Petroleum Company, agreed on February 20, 2013. Berry stockholders would get 1.25 LinnCo shares per Berry share, and LinnCo would then contribute Berry to Linn Energy for new Linn units, at least enough to keep LinnCo at one-third or more of all Linn units. The deal needs approval from Berry stockholders, LinnCo shareholders and Linn unitholders. The filing is incomplete (share counts, dates and meeting details are blank) and the registration fee table implies about 71.6 million LinnCo shares could be registered.
Robert S. Pitts, Jr, Steadfast Capital Management LP, Steadfast Advisors LP, Steadfast Capital, L.P, American Steadfast, L.P, Steadfast International Master Fund Ltd reported a LinnCo, LLC shareholding of 1,851,000 shares (5.32% of votes) in a periodic institutional filing.
Robert S. Pitts, Jr, Steadfast Capital Management LP, Steadfast Advisors LP, Steadfast Capital, L.P, American Steadfast, L.P, Steadfast International Master Fund Ltd disclosed a new substantial LinnCo, LLC shareholding (5.03% of votes).
