fwp
Filed
pursuant to Rule 433
Registration Statement No. 333-162357
March 22, 2009
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NEWS RELEASE |
LINN ENERGY ANNOUNCES ACQUISITION OF ANTRIM SHALE PROPERTIES
IN MICHIGAN FOR $330 MILLION, PUBLIC OFFERING OF UNITS AND
AMENDED FIVE-YEAR $1.5 BILLION CREDIT FACILITY
Houston, March 22, 2010 - LINN Energy, LLC (NASDAQ: LINE) announced today that the Company signed a
definitive purchase agreement on March 21, 2010, to acquire natural gas properties in the Antrim
Shale of northern Michigan from HighMount Exploration & Production LLC for a contract price of $330
million, subject to closing conditions. The Company anticipates that the acquisition will close on
or before April 30, 2010.
We believe that the activity level of the acquisition market has dramatically increased in recent
months. We expect the robust acquisition market to accelerate throughout the remainder of 2010, and
the transactions we announced today will position us to capture opportunities as they become
available, said Mark E. Ellis, President and Chief Executive Officer of LINN Energy.
Attractive Characteristics of Antrim Shale Assets
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Current net production of approximately 30 MMcfe/d (approximately 99 percent natural
gas) |
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Proved reserves of more than 266 Bcfe (85 percent proved developed) |
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Reserve life of approximately 24 years |
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Low decline rate of approximately 6 percent |
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1,350 operated wells |
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Approximately 300 proved low-risk drilling and optimization opportunities |
Mr. Ellis added, The Antrim Shale properties are excellent additions to our asset base, with a low
decline rate and current production of approximately 30 million cubic feet of natural gas per day.
These properties also offer upside potential through low-risk drilling and optimization
opportunities. Combining these quality assets with our high rate-of-return horizontal drilling
program in the Granite Wash area and oil-focused projects in the Permian Basin balances our
portfolio of opportunities moving forward. In addition, the equity offering and credit facility
amendment announced today will provide us with the financial flexibility to continue pursuing
growth through acquisitions.
PUBLIC OFFERING
To partially fund the acquisition, LINN Energy is extending a public offering of 12,000,000 units
of its limited liability company interests pursuant to an effective shelf registration statement on
Form S-3ASR filed with the Securities and Exchange Commission. In connection with the offering,
LINN Energy has granted the underwriters a 30-day option to purchase up to an additional 1,800,000
units.
CREDIT FACILITY
LINN Energy also announced that it has received commitments to amend its revolving credit facility.
The amendment will provide a $1.5 billion facility with a $1.5 billion borrowing base and extends
the maturity to March 2015, subject to final documentation. The covenants will be substantially
unchanged from the prior facility. The administrative agent for the secured revolving credit
facility will be BNP Paribas, and
Royal Bank of Canada will serve as the syndication agent. Barclays, Credit Agricole CIB, Citi and
The Royal Bank of Scotland plc will serve as co-documentation agents.
Barclays Capital, RBC Capital Markets Corporation, Citi, UBS and Wells Fargo Securities will act as
joint book-running managers for the public offering of 12,000,000 units of limited liability
company interests. A copy of the prospectus supplement and the base prospectus relating to the
offering may be obtained from:
Barclays Capital
c/o Broadridge, Integrated Distribution Services
1155 Long Island Avenue
Edgewood, NY 11717
Phone: (888) 603-5847
Email: Barclaysprospectus@broadridge.com
Citi
Brooklyn Army Terminal
140 58th Street, 8th Floor
Brooklyn, NY 11220
Phone: (800) 831-9146
Email: batprospectusdept@citi.com
RBC Capital Markets Corporation
Three World Financial Center
200 Vesey Street, 8th Floor
New York, NY 10281-8098
Attention: Equity Syndicate
Phone: (212) 428-6670
UBS Investment Bank
Attn: Prospectus Department
299 Park Avenue
New York, NY 10171
Toll free: (888) 827-7275
Wells Fargo Securities
375 Park Avenue
New York, NY 10152
Attn: Equity Syndicate Dept.
Phone: (800) 326-5897
Email: equity.syndicate@wachovia.com
This press release does not constitute an offer to sell or a solicitation of an offer to buy units
or any other securities, nor shall there be any sale of these securities in any jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The offering of these securities may be made
only by means of the prospectus supplement and the related base prospectus.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
the toll-free numbers listed above.
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
include but are not limited to forward-looking statements about the Companys plans to complete a
public offering of 12,000,000 units of its limited liability company interests, acquisitions and
the expectations of plans, strategies, objectives and anticipated financial and operating results
of the Company, including
the Companys drilling program, production, hedging activities, capital expenditure levels and
other guidance included in this press release. These statements are based on certain assumptions
made by the Company based on managements 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
Companys financial performance and results, availability of sufficient cash flow to pay
distributions and execute its business plan, prices and demand for oil, natural gas and natural gas
liquids, the ability to replace reserves and efficiently develop current reserves and other
important factors that could cause actual results to differ materially from those projected as
described in the Companys reports filed with the Securities and Exchange Commission. See Risk
Factors in the Companys Annual Report filed 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.
ABOUT LINN ENERGY
LINN Energys mission is to acquire, develop and maximize cash flow from a growing portfolio of
long-life oil and natural gas assets. LINN Energy is an independent oil and natural gas development
company, with approximately 1.7 Tcfe of proved reserves in producing U.S. basins as of year-end
2009.
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CONTACTS: |
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Investors:
LINN Energy, LLC
Clay Jeansonne, Vice President Investor Relations
281-840-4193
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Media:
LINN Energy, LLC
Paula Beasley, Manager, Public Affairs & Communications
281-840-4183 |