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berry-linnenergyExcerpt from LINN’S filing (see full narrative below):

The Annual Report on Form 10-K of Linn Energy, LLC (the “Company”) for the year ended December 31, 2015, could not be filed with the Securities and Exchange Commission within the prescribed time period without unreasonable effort or expense, because the Company needs additional time to complete its financial statements and related disclosures.

The Company does not expect to remain in compliance with all of the restrictive covenants contained in its credit facilities throughout 2016 unless those requirements are waived or amended. As a result, indebtedness under the credit facilities could, after the expiration of any grace period and at the election of a majority of the lenders under the credit facilities, be accelerated and become immediately due and payable. Accordingly, the uncertainty associated with the Company’s ability to meet its obligations as they become due raises substantial doubt about its ability to continue as a going concern. The Company’s auditors’ opinion to be issued in connection with the consolidated financial statements is expected to include a going concern qualification.

 

STATEMENT FROM LINN:

LINN Energy LLC (and LinnCo LLC) announced Tuesday that it has filed with the U.S. Securities and Exchange Commission a Form 12b-25 Notification of Late Filing with regard to its Annual Report on Form 10-K for the year ended December 31, 2015 to allow additional time to complete its financial statements and related disclosures. Additional information can be found in LINN’s and LinnCo’s Forms 12b-25 on file with the SEC.

As previously announced, the Company has initiated a process to explore strategic alternatives to strengthen its balance sheet and maximize the value of the Company. LINN currently has adequate resources to continue the efficient operations of its assets and intends to continue making payments in full under normal terms to all of its vendors, suppliers and partners. The Company currently has more than $1 billion in cash and cash equivalents, which among other things, will be used for general corporate purposes.

The Board of Directors and management are in the process of evaluating strategic alternatives to help provide the Company with financial stability, but no assurance can be given as to the outcome or timing of this process.

ABOUT LINN ENERGY

LINN Energy’s mission is to acquire, develop and maximize cash flow from a portfolio of long-life oil and natural gas assets. More information about LINN Energy is available at www.linnenergy.com.

ABOUT LINNCO

LinnCo was created to enhance LINN Energy’s ability to raise additional equity capital to execute on its acquisition and growth strategy. LinnCo is a Delaware limited liability company that has elected to be taxed as a corporation for United States federal income tax purposes, and accordingly its shareholders will receive a Form 1099 in respect of any dividends paid by LinnCo. More information about LinnCo is available at www.linnco.com.

 

FULL NARRATIVE FROM FILING:

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Annual Report on Form 10-K of Linn Energy, LLC (the “Company”) for the year ended December 31, 2015, could not be filed with the Securities and Exchange Commission within the prescribed time period without unreasonable effort or expense, because the Company needs additional time to complete its financial statements and related disclosures.

The Company does not expect to remain in compliance with all of the restrictive covenants contained in its credit facilities throughout 2016 unless those requirements are waived or amended. As a result, indebtedness under the credit facilities could, after the expiration of any grace period and at the election of a majority of the lenders under the credit facilities, be accelerated and become immediately due and payable. Accordingly, the uncertainty associated with the Company’s ability to meet its obligations as they become due raises substantial doubt about its ability to continue as a going concern. The Company’s auditors’ opinion to be issued in connection with the consolidated financial statements is expected to include a going concern qualification.

As a result of the anticipated inclusion of the explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern, the Company will not be in compliance with its Sixth Amended and Restated Credit Agreement (as amended, the “LINN Credit Facility”). The LINN Credit Facility provides for a 30-day grace period for a breach of this covenant before an event of default may be deemed to have occurred. As of February 29, 2016, total borrowings (including outstanding letters of credit) under the LINN Credit Facility were $3.6 billion with no remaining availability. Absent a waiver or amendment, if an event of default occurs under the LINN Credit Facility, the lenders could accelerate the loans outstanding under the LINN Credit Facility.

In addition, indebtedness outstanding under one or more of the Company’s long-term debt instruments may be reclassified as current portion of long-term debt. In the event of such reclassification, the Company may have additional covenant breaches under the LINN Credit Facility, which in the absence of a waiver, could give lenders the right to accelerate the indebtedness under the LINN Credit Facility and may result in cross acceleration under certain other debt instruments of LINN Energy, and its wholly owned subsidiary, Berry Petroleum Company, LLC.

The significant additional time required to evaluate the effects of and disclose, in compliance with the requirements of Form 10-K, the concerns regarding the Company’s compliance with the covenants under its debt agreements, potential defaults and events of default thereunder and the going concern qualification has resulted in the Company being unable to file its 2015 Annual Report on Form 10-K for the fiscal year ended December 31, 2015 within the prescribed time period without unreasonable effort or expense.

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