Related Party Transactions (Notes)

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

LINN Energy

On December 16, 2013, the Company completed the transactions contemplated by the merger agreement between LINN Energy, LinnCo, an affiliate of LINN Energy, and Berry under which LinnCo acquired all of the outstanding common shares of Berry and the contribution agreement between LinnCo and LINN Energy, under which LinnCo contributed Berry to LINN Energy in exchange for LINN Energy units. Under the merger agreement, as amended, Berry’s shareholders received 1.68 LinnCo common shares for each Berry common share they owned, totaling 93,756,674 LinnCo common shares. Under the contribution agreement, LinnCo contributed Berry to LINN Energy in exchange for 93,756,674 newly issued LINN Energy units, after which Berry became an indirect wholly owned subsidiary of LINN Energy. Berry’s sole member is Linn Acquisition Company, LLC, a direct subsidiary of LINN Energy. See Note 2 for more information.

All former employees of the Company that were retained after the LINN Energy transaction became employees of Linn Operating, Inc. (“LOI”), a subsidiary of LINN Energy, and along with other LOI personnel, provide services and support to the Company in accordance with an agency agreement and power of attorney between the Company and LOI. For the year ended December 31, 2014, and for the period from December 17, 2013 through December 31, 2013, the Company incurred management fee expenses of approximately $86 million and $20 million, respectively, for services provided by LOI.

In May 2014, LINN Energy made a cash capital contribution of $220 million to the Company which was used to pay in full the remaining outstanding principal amount of its approximate $205 million June 2014 Senior Notes plus accrued interest. For the year ended December 31, 2014, the Company made cash distributions of approximately $119 million to LINN Energy. In addition, the net cash proceeds from the Permian Basin Assets Sale of approximately $351 million were advanced by the Company to a subsidiary of LINN Energy. These proceeds must be used by LINN Energy on capital expenditures in respect of Berry’s operations, to repay Berry’s indebtedness or as otherwise permitted under the terms of Berry’s indentures and Credit Facility. For the year ended December 31, 2014, LINN Energy incurred approximately $59 million in capital expenditures in respect of Berry’s operations, which resulted in a reduction of the advance.

On December 19, 2013, the Company made a distribution of $435 million to LINN Energy. In connection with the LINN Energy transaction, LOI transferred a derivative liability of approximately $31 million to the Company. The Company also had affiliated accounts payable due to LOI of approximately $13 million and $17 million at December 31, 2014, and December 31, 2013, respectively, included in “accounts payable and accrued expenses” on the balance sheets.

In February 2015, LINN Energy and Berry entered into a parent support agreement under which LINN Energy agreed, in the event the borrowing base of Berry’s Credit Facility is reduced below the amount of borrowings outstanding, to either make principal repayments or provide additional collateral to the lenders, including through posting restricted cash on Berry’s behalf to address the shortfall, subject to LINN Energy’s credit facility.

Other

One of LINN Energy’s directors is the President and Chief Executive Officer of Superior Energy Services, Inc. (“Superior”), which provides oilfield services to the Company. For the year ended December 31, 2014, the Company paid approximately $176,000 to Superior or its subsidiaries for services rendered to the Company. The transactions associated with these payments were consummated on terms equivalent to those that prevail in arm’s-length transactions.