0000950123-11-027612.txt : 20110322 0000950123-11-027612.hdr.sgml : 20110322 20110322114713 ACCESSION NUMBER: 0000950123-11-027612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20110316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110322 DATE AS OF CHANGE: 20110322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINN ENERGY, LLC CENTRAL INDEX KEY: 0001326428 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 651177591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51719 FILM NUMBER: 11703247 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-840-4000 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Linn Energy, LLC DATE OF NAME CHANGE: 20050506 8-K 1 h80825e8vk.htm FORM 8-K e8vk
 
 
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): March 16, 2011
LINN ENERGY, LLC
(Exact name of registrant as specified in its charters)
         
Delaware
(State or other jurisdiction of
incorporation or organization) 		  000-51719
(Commission File Number) 		  65-1177591
(IRS Employer Identification
No.)
     
600 Travis, Suite 5100
Houston, Texas
(Address of principal executive offices) 		  77002
(Zip Code)
Registrant’s telephone number, including area code: (281) 840-4100
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
Second Supplemental Indenture for 11.75% Senior Notes due 2017
     On March 16, 2011, Linn Energy, LLC (the “Company”) accepted for purchase and payment (the “2017 Notes Initial Settlement”) $101,628,000 aggregate principal amount (or 62.5%) of its 11.75% Senior Notes due 2017 (CUSIP No. 536022AD8) (the “2017 Notes”) that were validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on March 14, 2011 pursuant to its previously announced tender offer and consent solicitation, which commenced on February 28, 2011. The tender offer for the 2017 Notes will expire at 11:59 p.m., New York City time, on March 25, 2011, unless extended by the Company in its sole discretion.
     On March 16, 2011, following receipt of the requisite consents of the holders of the 2017 Notes, the Company entered into the Second Supplemental Indenture (the “2017 Notes Second Supplemental Indenture”), by and among the Company, Linn Energy Finance Corp. (“Finance Corp” and, together with the Company, the “Issuers”), the guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as the trustee (the “Trustee”), to the Indenture, dated as of May 18, 2009, by and among the Company, Finance Corp, the Guarantors and the Trustee, as amended (the “2017 Notes Indenture”). The 2017 Notes Second Supplemental Indenture eliminated most of the covenants and certain default provisions in the 2017 Notes Indenture.
     The foregoing description of the 2017 Notes Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the 2017 Notes Second Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Second Supplemental Indenture for 9.875% Senior Notes due 2018
     On March 16, 2011, the Company accepted for purchase and payment (the “2018 Notes Initial Settlement”) $117,555,000 aggregate principal amount (or 70.7%) of its 9.875% Senior Notes due 2018 (CUSIP No. 536020AB6) (the “2018 Notes”) that were validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on March 14, 2011 pursuant to its previously announced tender offer and consent solicitation, which commenced on February 28, 2011. The tender offer for the 2018 Notes will expire at 11:59 p.m., New York City time, on March 25, 2011, unless extended by the Company in its sole discretion.
     On March 16, 2011, following receipt of the requisite consents of the holders of the 2018 Notes, the Company entered into the Second Supplemental Indenture (the “2018 Notes Second Supplemental Indenture”), by and among the Company, Finance Corp, the Guarantors and the Trustee, to the Indenture, dated as of June 27, 2008, by and among the Company, Finance Corp, the Guarantors and the Trustee, as amended (the “2018 Notes Indenture”). The 2018 Notes Second Supplemental Indenture eliminated most of the covenants and certain default provisions in the 2018 Notes Indenture.
     The foregoing description of the 2018 Notes Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the 2018 Notes Second Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
     On March 15, 2011, the Company issued a press release announcing the initial results and early settlement of the tender offers and consent solicitations relating to the 2017 Notes and the 2018 Notes described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.

 

 

4.1   Second Supplemental Indenture, dated as of March 16, 2011, to the Indenture, dated as of May 18, 2009, by and among Linn Energy LLC, Linn Energy Finance Corp., the Guarantors party thereto and U.S. Bank National Association.
4.2   Second Supplemental Indenture, dated as of March 16, 2011, to the Indenture dated as of June 27, 2008, by and among Linn Energy LLC, Linn Energy Finance Corp., the Guarantors party thereto and U.S. Bank National Association.
 
99.1   Press Release of Linn Energy, LLC dated March 15, 2011.

 

 

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.
         
  LINN ENERGY, LLC
 		  
Date: March 22, 2011  By:   /s/ Charlene A. Ripley    
    Charlene A. Ripley   
    Senior Vice President, General Counsel and Corporate Secretary   
 

 

EX-4.1 2 h80825exv4w1.htm EX-4.1 exv4w1
Exhibit 4.1
LINN ENERGY, LLC
AND
LINN ENERGY FINANCE CORP.
AND
THE GUARANTORS NAMED HEREIN
AND
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
SECOND SUPPLEMENTAL INDENTURE
Dated as of March 16, 2011
to
Indenture
Dated as of May 18, 2009
11.75% Senior Notes due 2017

 

 

     THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 16, 2011, is by and among Linn Energy, LLC, a Delaware limited liability company (the “Company”), Linn Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee (the “Trustee”).
     WHEREAS, the Issuers, the Guarantors and the Trustee are parties to that certain Indenture dated as of May 18, 2009 (the “Original Indenture”), relating to the Company’s 11.75% Senior Notes due 2017 (the “Notes”), and the Original Indenture has been amended and supplemented by the First Supplemental Indenture thereto (the Original Indenture, as so amended and supplemented, being referred to herein as the “Indenture”);
     WHEREAS, $162,500,000 aggregate principal amount of Notes are currently outstanding;
     WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer for Notes), the Issuers, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);
     WHEREAS, the Issuers desire and have requested the Trustee to join with them and the Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture;
     WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated February 28, 2011 and the related Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”);
     WHEREAS, (1) the Company has received the consent of the Holders of a majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Officer’s Certificate and Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Issuers and the Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable the Issuers, the Guarantors and the Trustee to enter into this Supplemental Indenture.
     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE AND NOTES
     Section 1.1 Amendments to Articles 3, 4, 5 and 6. The Indenture is hereby amended by deleting the following provisions of the Indenture and all references and definitions related thereto in their entirety:
     Section 3.09 (Offer to Purchase by Application of Excess Proceeds);
     Section 4.03 (Reports), except as required by Section 314(a) of the TIA;
     Section 4.04(b) (Compliance Certificate);
     Section 4.05 (Taxes);
     Section 4.06 (Stay, Extension and Usury Laws);
     Section 4.07 (Limitation on Restricted Payments);
     Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries);
     Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock);
     Section 4.10 (Limitation on Asset Sales);
     Section 4.11 (Limitation on Transactions with Affiliates);
     Section 4.12 (Limitation on Liens);
     Section 4.13 (Additional Subsidiary Guarantees);

2

 

     Section 4.15 (Offer to Repurchase Upon Change of Control);
     Section 4.16 (No Partial Inducements);
     Section 4.17 (Limitation on Finance Corp. Activities);
     Section 4.18 (Designation of Restricted and Unrestricted Subsidiaries);
    Section 5.01(c) and (d) (Merger, Consolidation, or Sale of Assets); and
     Section 6.01(f) and (g) (Events of Default).
     Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
     Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
     Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.
     Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
     Section 2.4 Successors. All agreements of the Issuers and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
     Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.
     Section 2.6 Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
     Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers and the Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
     Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto.

3

 

     Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:
“Effective as of March 16, 2011, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Second Supplemental Indenture, dated as of March 16, 2011. Reference is hereby made to such Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”
     Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

4

 

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.
         
 

Issuers:

LINN ENERGY, LLC
 		  
  By:   /s/ KOLJA ROCKOV  
    Name:   Kolja Rockov  
    Title:   Executive Vice President and
Chief Financial Officer		  
 
  LINN ENERGY FINANCE CORP.
 		  
  By:   /s/ KOLJA ROCKOV  
    Name:   Kolja Rockov  
    Title:   Executive Vice President and
Chief Financial Officer		  
 
Signature Page to Second Supplemental Indenture

 

 

         
 

Guarantors:

LINN OPERATING, INC.

LINN ENERGY HOLDINGS, LLC

MID-CONTINENT HOLDINGS I, LLC

MID-CONTINENT HOLDINGS II, LLC

MID-CONTINENT I, LLC

LINN GAS MARKETING, LLC

MID-CONTINENT II, LLC

LINN EXPLORATION MID-CONTINENT, LLC

LINN EXPLORATION & PRODUCTION MICHIGAN MIDSTREAM LLC

LINN EXPLORATION & PRODUCTION MICHIGAN LLC

LINN GAS PROCESSING MI LLC

LINN MIDWEST ENERGY LLC
 		  
  By:   /s/ KOLJA ROCKOV  
    Name:   Kolja Rockov  
    Title:   Executive Vice President and
Chief Financial Officer		  
 
Signature Page to Second Supplemental Indenture

 

 

         
  U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 		  
  By:   /s/ STEVEN FINKLEA  
    Name:   Steven Finklea  
    Title:   Vice President  
 
Signature Page to Second Supplemental Indenture

 

EX-4.2 3 h80825exv4w2.htm EX-4.2 exv4w2
Exhibit 4.2
LINN ENERGY, LLC
AND
LINN ENERGY FINANCE CORP.
AND
THE GUARANTORS NAMED HEREIN
AND
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
SECOND SUPPLEMENTAL INDENTURE
Dated as of March 16, 2011
to
Indenture
Dated as of June 27, 2008
9.875% Senior Notes due 2018

 

 

     THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 16, 2011, is by and among Linn Energy, LLC, a Delaware limited liability company (the “Company”), Linn Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee (the “Trustee”).
     WHEREAS, the Issuers, the Guarantors and the Trustee are parties to that certain Indenture dated as of June 27, 2008 (the “Original Indenture”), relating to the Company’s 9.875% Senior Notes due 2018 (the “Notes”), and the Original Indenture has been amended and supplemented by the First Supplemental Indenture thereto (the Original Indenture, as so amended and supplemented, being referred to herein as the “Indenture‘);
     WHEREAS, $166,353,000 aggregate principal amount of Notes are currently outstanding;
     WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer for Notes), the Issuers, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);
     WHEREAS, the Issuers desire and have requested the Trustee to join with them and the Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture;
     WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated February 28, 2011 and the related Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”);
     WHEREAS, (1) the Company has received the consent of the Holders of a majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Officer’s Certificate and Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Issuers and the Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable the Issuers, the Guarantors and the Trustee to enter into this Supplemental Indenture.
     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE AND NOTES
     Section 1.1 Amendments to Articles 3, 4, 5 and 6. The Indenture is hereby amended by deleting the following provisions of the Indenture and all references and definitions related thereto in their entirety:
     Section 3.09 (Offer to Purchase by Application of Excess Proceeds);
     Section 4.03 (Reports), except as required by Section 314(a) of the TIA;
     Section 4.04(b) (Compliance Certificate);
     Section 4.05 (Taxes);
     Section 4.06 (Stay, Extension and Usury Laws);
     Section 4.07 (Limitation on Restricted Payments);
     Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries);
     Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock);
     Section 4.10 (Limitation on Asset Sales);
     Section 4.11 (Limitation on Transactions with Affiliates);
     Section 4.12 (Limitation on Liens);
     Section 4.13 (Additional Subsidiary Guarantees);

2

 

     Section 4.15 (Offer to Repurchase Upon Change of Control);
     Section 4.16 (No Partial Inducements);
     Section 4.17 (Limitation on Finance Corp. Activities);
     Section 4.18 (Designation of Restricted and Unrestricted Subsidiaries);
     Section 5.01(c) and (d) (Merger, Consolidation, or Sale of Assets); and
     Section 6.01(f) and (g) (Events of Default).
     Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
     Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
     Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.
     Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
     Section 2.4 Successors. All agreements of the Issuers and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
     Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.
     Section 2.6 Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
     Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers and the Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
     Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto

3

 

     Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:
“Effective as of March 16, 2011, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Second Supplemental Indenture, dated as of March 16, 2011. Reference is hereby made to such Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”
     Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

4

 

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.
         
 

Issuers:

LINN ENERGY, LLC
 		  
  By:   /s/ KOLJA ROCKOV  
    Name:   Kolja Rockov  
    Title:   Executive Vice President and
Chief Financial Officer		  
 
  LINN ENERGY FINANCE CORP.
 		  
  By:   /s/ KOLJA ROCKOV  
    Name:   Kolja Rockov  
    Title:   Executive Vice President and
Chief Financial Officer		  
 
Signature Page to Second Supplemental Indenture

 

 

         
 

Guarantors:

LINN OPERATING, INC.

LINN ENERGY HOLDINGS, LLC

MID-CONTINENT HOLDINGS I, LLC

MID-CONTINENT HOLDINGS II, LLC

MID-CONTINENT I, LLC

LINN GAS MARKETING, LLC

MID-CONTINENT II, LLC

LINN EXPLORATION MID-CONTINENT, LLC

LINN EXPLORATION & PRODUCTION MICHIGAN MIDSTREAM LLC

LINN EXPLORATION & PRODUCTION MICHIGAN LLC

LINN GAS PROCESSING MI LLC

LINN MIDWEST ENERGY LLC
 		  
  By:   /s/ KOLJA ROCKOV  
    Name:   Kolja Rockov  
    Title:   Executive Vice President and
Chief Financial Officer		  
 
Signature Page to Second Supplemental Indenture

 

 

         
  U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 		  
  By:   /s/ STEVEN FINKLEA  
    Name:   Steven Finklea  
    Title:   Vice President  
 
Signature Page to Second Supplemental Indenture

 

EX-99.1 4 h80825exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
(LINN ENERGY LOGO)    
   NASDAQ: LINE   NEWS RELEASE
LINN ENERGY ANNOUNCES INITIAL RESULTS OF
TENDER OFFERS AND CONSENT SOLICITATIONS
HOUSTON, March 15, 2011 — LINN Energy, LLC (NASDAQ: LINE) announced today the initial tender and consent solicitation results of its previously announced offers to purchase any and all of its outstanding 11.75 percent senior notes due 2017 (“2017 Notes”) and 9.875 percent senior notes due 2018 (“2018 Notes”) pursuant to the Offers to Purchase and Consent Solicitations dated February 28, 2011. In conjunction with each tender offer, the Company solicited from holders of the notes consents to proposed amendments to the indentures for the 2017 Notes and the 2018 Notes, which would eliminate most of the covenants and certain default provisions applicable to the series of notes issued under such indenture (the “Proposed Amendments”).
As of March 14, 2011, at 5:00 p.m., New York City time, the Company had received the requisite tenders and consents to the Proposed Amendments, which will become effective upon execution of the supplemental indentures to the indentures governing each of the 2017 Notes and the 2018 Notes.
On March 16, 2011 (the “Initial Settlement Date”), the Company intends to accept and purchase 1) $101,628,000 aggregate principal amount of the outstanding 2017 Notes (or 62.5 percent of the outstanding principal amount of 2017 Notes) for a purchase price equal to $1,212.50, plus accrued and unpaid interest, for each $1,000 principal amount of the notes purchased, and 2) $117,555,000 aggregate principal amount of the outstanding 2018 Notes (or 70.7 percent of the outstanding principal amount of 2018 Notes) for a purchase price equal to $1,172.50, plus accrued and unpaid interest, for each $1,000 principal amount of the notes purchased. After giving effect to the purchase of 2017 Notes on the Initial Settlement Date, an aggregate $60,872,000 principal amount of the 2017 Notes will remain outstanding; and after giving effect to the purchase of 2018 Notes on the Initial Settlement Date, an aggregate $48,798,000 principal amount of the 2018 Notes will remain outstanding.
The Offer to Purchase the 2017 Notes will expire at 11:59 p.m., New York City time, on March 25, 2011 unless extended or earlier terminated (the “Expiration Time”). Holders of the 2017 Notes who validly tender their notes on or prior to the Expiration Time, and whose notes are accepted for purchase, will receive consideration equal to $1,182.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs.
The Offer to Purchase the 2018 Notes will also expire at the Expiration Time. Holders of the 2018 Notes who validly tender their notes on or prior to the Expiration Time, and whose notes are accepted for purchase, will receive consideration equal to $1,142.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs.
As the withdrawal time and date of 5:00 p.m. New York City time on March 14, 2011 has passed, previously tendered notes can no longer be withdrawn, and holders who tender notes after the withdrawal date will not have withdrawal rights.
The Company has engaged Barclays Capital Inc. to act as Dealer Manager and Solicitation Agent and D.F. King & Co., Inc. to act as Depositary and Information Agent. Questions regarding the terms of the offer and consent solicitation may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect). Questions regarding tender procedures or requests for documentation may be directed to D.F. King & Co., Inc. at (800) 290-6426 (toll free).

 

 

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offer is being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and related documents made available to holders of the notes.
ABOUT LINN ENERGY
LINN Energy’s mission is to acquire, develop and maximize cash flow from a growing portfolio of long-life oil and natural gas assets. LINN Energy is a top-20 U.S. independent oil and natural gas development company, with approximately 2.7 Tcfe of proved reserves in producing U.S. basins as of Dec. 31, 2010 (pro forma for pending acquisitions in 2011). More information about LINN Energy is available at www.linnenergy.com.
This press release includes “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to forward-looking statements about the tender offer and consent solicitation, acceptance of notes and payments thereunder and results therefrom and other guidance included in this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to the availability of financing, actions by holder of the notes and other important factors that could cause actual results to differ materially from those projected as described in the Company’s reports filed with the Securities and Exchange Commission. See “Risk Factors” in the Company’s Annual Report on Form 10-K and other public filings and press releases.
Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
     
Contacts:
  LINN ENERGY, LLC
 
    
 
  Investors:
 
  Clay Jeansonne, Vice President — Investor Relations
 
  281-840-4193
 
    
 
  Media:
 
  Paula Beasley, Manager, Public Affairs & Communications
 
  281-840-4183

 

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