-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FQOl7liiCm1E2hw3RBl5cGSricicEVVgtL4YNWcEAeR/RKsGVV47pzxhz8CgmcBD Ak844Ekg8rfpTMph8uXWDQ== 0001104659-08-038048.txt : 20080605 0001104659-08-038048.hdr.sgml : 20080605 20080605103352 ACCESSION NUMBER: 0001104659-08-038048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080530 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 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: 08882155 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-605-4100 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 a08-16068_18k.htm 8-K

 

 

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):  June 5, 2008 (May 30, 2008)

 

LINN ENERGY, LLC

 (Exact name of registrant as specified in its charters)

 

Delaware

 

000-51719

 

65-1177591

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

 

 

600 Travis, Suite 5100

 

 

Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (281) 840-4000

 

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.

 

Purchase Agreement

 

On May 30, 2008, Linn Energy, LLC (the “Company”) and certain of its wholly-owned subsidiaries entered into a definitive asset purchase and sale agreement to sell the Company’s interests in certain oil and gas properties in the Verden area in Oklahoma  to Laredo Petroleum, Inc. (the “Disposition”), for an aggregate contract price of $185 million, subject to purchase price adjustments. The Company will retain the option to participate in future qualifying Verden wells after a substantial portion of the drilling risk has been mitigated. The effective date of the Disposition is July 1, 2008 and the Company anticipates closing during third quarter 2008, subject to closing conditions. There can be no assurance that all of the conditions to closing the Disposition will be satisfied.  The Company plans to use proceeds of the Disposition initially to repay borrowings under its credit facility.

 

A copy of the press release announcing the Disposition is attached to this Report as Exhibit 99.1 and is incorporated into this Item 1.01 by reference.  The purchase and sale agreement for the Disposition will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

            99.1             Press Release of Linn Energy, LLC dated June 3, 2008.

 

2



 

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:    June 5, 2008

By:

   /s/ Charlene A. Ripley

 

 

Charlene A. Ripley

 

 

Senior Vice President, General Counsel and

 

 

Corporate Secretary

 

 

3


EX-99.1 2 a08-16068_1ex99d1.htm EX-99.1

 

EXHIBIT 99.1

 

Linn Energy to Sell Verden Assets in Oklahoma to Laredo Petroleum for $185 Million;

Retains the Option to Participate in Future Drilling

 

Houston, Texas, June 3, 2008 — Linn Energy, LLC (Nasdaq: LINE) announced today that it has agreed to sell certain of its assets in the Verden area in Oklahoma to Laredo Petroleum, Inc. for cash consideration of $185 million, subject to closing adjustments. The assets include approximately 50,000 net acres and proved reserves, as estimated by a third-party engineering firm, of approximately 45 billion cubic feet of natural gas equivalent and currently produce approximately 12 million cubic feet of natural gas equivalent per day.  As part of the sale, Linn Energy will retain the option to participate in future qualifying Verden wells after a substantial portion of the drilling risk has been mitigated. The effective date of the transaction is July 1, 2008 and Linn Energy anticipates closing during the third quarter 2008.

 

“This transaction creates an opportunity to optimize Linn Energy’s asset portfolio,” said Michael C. Linn, Chairman and Chief Executive Officer.  “The Verden properties represent one of the highest decline and highest risk assets in our portfolio.  We plan to use the proceeds initially to repay debt under the credit facility and expect to redeploy the capital into projects that will allow us to develop long life, low risk and low decline properties which are better suited to our LLC structure.”

 

ABOUT LINN ENERGY

 

Linn Energy is an independent oil and gas company focused on the development and acquisition of long life properties which complement its asset profile in producing basins within the United States.  More information about Linn Energy is available on the internet at www.linnenergy.com.

 

ABOUT LAREDO PETROLEUM, INC.

 

Laredo Petroleum, Inc. is a privately held exploration and production company based in Tulsa, Oklahoma with Warburg Pincus as its equity investor.

 

CONTACTS:

 

Kolja Rockov

 

Clay P. Jeansonne

 

 

Executive Vice President and CFO

 

Vice President — Investor Relations

 

 

281-840-4169

 

281-840-4193

 

This press release includes “forward-looking statements” within the meaning of the federal securities laws.  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 in this press release include but are not limited to statements about future distributions.  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 financial performance and results, availability of sufficient cash flow to pay distributions and execute our business plan, prices and demand for gas, oil and natural gas liquids, our ability to replace reserves and efficiently develop our current reserves 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 2007 Annual Report on Form 10-K and any 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 publicly correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 


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