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 23, 2010
LINN ENERGY, LLC
(Exact name of registrant as specified in its charters)
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Delaware
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000-51719
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65-1177591 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification
No.) |
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600 Travis, Suite 5100
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Houston, Texas
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77002 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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.
On March 23, 2010, Linn Energy, LLC (the Company) entered into an Underwriting Agreement
(the Underwriting Agreement) with Barclays Capital Inc, Citigroup Global Markets Inc., RBC
Capital Markets Corporation, UBS Securities LLC and Wells Fargo Securities, LLC, as joint
book-running managers and representatives of the several underwriters named therein (the
Underwriters), pursuant to which the Company will sell 15,000,000 units representing limited
liability company interests in the Company (the Units) at a price of $25.00 per Unit ($24.00 per
Unit, net of underwriting discount). Pursuant to the Underwriting Agreement, the Company granted
the Underwriters a 30-day option to purchase up to an additional 2,250,000 Units on the same terms
to cover over-allotments, if any. The Units have been registered under the Securities Act of 1933,
as amended (the Securities Act), pursuant to a Registration Statement on Form S-3ASR
(Registration No. 333-162357) of the Company, as supplemented by the Prospectus Supplement dated
March 23, 2010 relating to the Units, filed with the Securities and Exchange Commission
(Commission) pursuant to Rule 424(b) of the Securities Act on March 24, 2010. Closing of the sale
of the Units is scheduled to occur on March 29, 2010, subject to customary closing conditions.
The Underwriting Agreement contains customary representations and warranties of the parties
and indemnification and contribution provisions under which the Company, on one hand, and the
Underwriters, on the other, have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act. The Company also agreed not to issue Units or
securities convertible into Units for a period of 45 days after March 23, 2010, without the prior
consent of Barclays Capital Inc.
The summary of the Underwriting Agreement set forth in this Section 1.01 does not purport to
be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto
and incorporated herein by reference. Legal opinions relating to the Units are included as
Exhibits 5.1 and 8.1 hereto.
Item 8.01. Other Events.
On March 23, 2010, the Company issued a press release announcing pricing of a public offering
by the Company of the Units pursuant to an effective shelf registration statement on Form S-3ASR
filed with the Securities and Exchange Commission. A copy of the press release is attached hereto
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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1.1
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Underwriting Agreement, dated March 23, 2010, among Linn Energy, LLC,
Barclays Capital Inc, Citigroup Global Markets Inc., RBC Capital
Markets Corporation, UBS Securities LLC and Wells Fargo Securities,
LLC, as representatives of the several underwriters named therein. |
5.1
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Opinion of Baker Botts L.L.P. regarding the legality of the Units. |
8.1
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Opinion of Baker Botts L.L.P. regarding tax matters. |
99.1
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Press Release of Linn Energy, LLC dated March 23, 2010. |