0001193125-13-410070.txt : 20140721 0001193125-13-410070.hdr.sgml : 20140721 20131024173205 ACCESSION NUMBER: 0001193125-13-410070 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131024 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: CORRESP BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-840-4000 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LinnCo, LLC CENTRAL INDEX KEY: 0001549756 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 455166623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 600 Travis Suite 5100 CITY: Houston STATE: TX ZIP: 77002 BUSINESS PHONE: 281-840-4000 MAIL ADDRESS: STREET 1: 600 Travis Suite 5100 CITY: Houston STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: LinnCo LLC DATE OF NAME CHANGE: 20120910 FORMER COMPANY: FORMER CONFORMED NAME: Linn Co LLC DATE OF NAME CHANGE: 20120511 CORRESP 1 filename1.htm CORRESP

[LINN LETTERHEAD]

 

 

October 24, 2013

Via EDGAR and Facsimile

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn: Brad Skinner
   H. Roger Schwall
   Karl Hiller
   John Hodgin
   Anne Nguyen Parker
   Norman von Holtzendorff

 

Re: Linn Energy, LLC
   LinnCo, LLC
   Amendment No. 5 to Registration Statement on Form S-4 Filed October 22, 2013
   File No. 333-187484

Ladies and Gentlemen:

In response to the telephonic conversation held on October 23, 2013 between Karl Hiller, Branch Chief, Brad Skinner, Senior Assistant Chief Accountant, Norman von Holtzendorff, Attorney-Advisor, Anne Nguyen Parker, Branch Chief, H. Roger Schwall, Assistant Director, Candice J. Wells, Vice President, General Counsel and Corporate Secretary of Linn Energy, LLC (“LINN”) and LinnCo, LLC (“LinnCo,” and, together with LINN, the “Registrants”), and Michael Dillard of Latham & Watkins LLP, the Registrants are providing the staff of the Securities and Exchange Commission with the draft proposed risk factor disclosure set forth below.

“The merger will not be completed on or prior to October 31, 2013 (the “End Date”). After the End Date, any of LINN, LinnCo or Berry may unilaterally terminate the merger agreement at any time prior to completion of the merger.

The merger will not be completed on or prior to the End Date, and although the merger agreement does not automatically terminate as of such date, any of LINN, LinnCo or Berry may unilaterally terminate the merger agreement at any time following such date prior to completion of the merger. Recently, Berry common stock and LinnCo common shares have traded in relationship to each other at a ratio in excess of the exchange ratio. As a result, absent an amendment to the merger agreement that would increase the exchange ratio, it is possible that Berry could terminate the merger agreement after the End Date or that Berry stockholders would vote against the merger at the current exchange ratio at the meeting of Berry stockholders. Although LINN, LinnCo and Berry could potentially amend the merger agreement to, among other things, increase the exchange ratio and extend the End Date, there can be no assurances as to whether the parties will enter into negotiations with respect to or execute any such amendment or that the parties will refrain from exercising their rights to terminate the merger agreement.”

October 24, 2013

Page 2 of 2

 

Please contact the undersigned at (281) 840-4156 if you have any questions or comments with respect to the attached drafts.

 

Very truly yours,
LINN ENERGY, LLC
LINNCO, LLC
By:   /s/ Candice J. Wells
Candice J. Wells
Vice President, General Counsel and Corporate Secretary

 

Cc: Michael E. Dillard
   Sean T. Wheeler
   Divakar Gupta
           Latham & Watkins LLP

 

   Daniel A. Neff
   David K. Lam
           Wachtell, Lipton, Rosen & Katz

 

   Kelly B. Rose
           Baker Botts L.L.P.