LINN Energy, LinnCo and Berry Petroleum amend merger agreement

11/4/2013

LINN Energy, LinnCo and Berry Petroleum amend merger agreement

HOUSTON and DENVER -- LINN Energy, LLC, LinnCo, LLC and Berry Petroleum Company have announced that their boards of directors have unanimously approved an amended merger agreement.

The companies have executed an amendment to the existing merger agreement to provide for an increase in the exchange ratio that each outstanding share of Berry common stock would receive in the merger and an extension of the end date to January 31, 2014.

Under the amended terms of the agreement, LinnCo has agreed to increase the number of common shares it is issuing to 1.68 common shares, from 1.25 common shares, for each common share of Berry outstanding prior to the merger for total consideration of approximately $4.9 billion, including the assumption of debt. The transaction, which is structured as a stock-for-stock merger of Berry with LinnCo followed by the acquisition of the Berry assets by LINN Energy, is expected to be tax-free to Berry shareholders. The proposed merger will create one of the largest independent oil and natural gas companies in North America with pro forma production of more than 1 Bcfe per day and proved reserves of approximately 6.6 Tcfe (54 percent liquids).

In a joint statement, Mark E. Ellis, chairman, president and CEO, LINN Energy, and Robert F. Heinemann, president and CEO, Berry Petroleum Company, said, "The boards and management teams of LINN and Berry remain committed to completing this merger. We continue to believe that, upon completion, this transaction will create tremendous value for LINN Energy, LinnCo and Berry investors."

Mr. Ellis continued, "Since initially engaging with Berry, their operations have consistently outperformed expectations, which is evidenced by their recent third quarter 2013 results. We have great respect for the Berry employees and look forward to welcoming them to the LINN Energy team."

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