Filed by LinnCo, LLC and Linn Energy, LLC

Commission File Nos. 001-35695 and 000-51719

Pursuant to Rule 425 Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Berry Petroleum Company

Commission File No. 001-09735

Merger Overview

February 21, 2013

Forward-Looking Statements

and Risk Factors

This presentation contains forward-looking statements concerning the proposed

transactions, its financial and business impact, management’s beliefs and objectives with

respect thereto, and management’s current expectations for future operating and financial

performance, based on assumptions currently believed to be valid. Forward-looking

statements are all statements other than statements of historical facts. The words

“anticipates,”

“may,”

“can,”

“plans,”

“believes,”

“estimates,”

“expects,”

“projects,”

“intends,”

“likely,”

“will,”

“should,”

“to be,”

and any similar expressions or other words of similar

meaning are intended to identify those assertions as forward-looking statements. It is

uncertain whether the events anticipated will transpire, or if they do occur what impact they

will have on the results of operations and financial condition of LINN, LinnCo, Berry or of

the combined company. These forward-looking statements involve significant risks and

uncertainties that could cause actual results to differ materially from those anticipated,

including but not limited to the ability of the parties to satisfy the conditions precedent and

consummate

the

proposed

transactions,

the

timing

of

consummation

of

the

proposed

transactions, the ability of the parties to secure regulatory approvals in a timely manner or

on the terms desired or anticipated, the ability of LINN to integrate the acquired operations,

the ability to implement the anticipated business plans following closing and achieve

anticipated benefits and savings, and the ability to realize opportunities for growth. Other

important

economic,

political,

regulatory,

legal,

technological,

competitive

and

other

uncertainties are identified in the documents filed with the Securities and Exchange

Commission (the “SEC”) by LINN and LinnCo from time to time, including their respective

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on

Form

8-K.

The

forward-looking

statements

including

in

this

press

release

are

made

only

as

of the date hereof. Neither LINN nor LinnCo undertakes any obligation to update the

forward-looking statements included in this press release to reflect subsequent events or

circumstances. The market data in this presentation has been prepared as of

February 20, 2013, except otherwise noted.

LINN Energy’s mission is to acquire,

develop and maximize cash flow

from a growing portfolio of long-life

oil and natural gas assets.

Transaction Overview

Consideration

LinnCo to acquire Berry for 1.25 common shares of LinnCo

(equivalent to total consideration of $46.24 per Berry shares

based on LinnCo closing price on February 20, 2013)

Transaction

Value

~$4.3 billion (includes assumed debt)

Premium

~20% to Berry’s closing price on February 20, 2013

Key Conditions

Subject to shareholder / unitholder approval of Berry, LINN

Energy, and LinnCo

Customary regulatory approvals and conditions

Timing

Closing expected by the end of Q2’13

4

5

LinnCo, LLC (Nasdaq:LNCO) and LINN Energy, LLC (Nasdaq:LINE) announced the signing of a definitive merger

agreement to acquire all of Berry Petroleum Company’s (NYSE:BRY) shares outstanding

Total enterprise value of approximately $4.3 billion including $1.7 billion of assumed debt

LinnCo has agreed to issue 1.25 common shares for each common share of Berry

Consideration to be received by Berry shareholders is valued at $46.24 per Berry share based on LinnCo’s

closing price as of February 20, 2013 

Represents a premium of approximately 20% to Berry’s closing price on February 20, 2013 and approximately

23% to its one-month average price at that date

Represents the first ever acquisition of a public C-Corp by an upstream LLC or MLP and the first acquisition by

LinnCo since its October 2012 initial public offering

Acquisition will increase LINN’s estimated proved reserves and production by approximately 34% and 30%,

respectively

Expected to be immediately accretive to distributable cash flow per unit of approximately $0.40 at LINN (first

twelve months)

Immediately after the merger, LinnCo will contribute Berry assets to LINN Energy in exchange for LINN Energy

units

Will maintain one LinnCo share to one LINN Energy unit ratio

Transaction expected to close end of the second quarter 2013

Transaction Details

Strategic Rationale

6

Excellent MLP

Assets

Low decline rate of ~15% and reserve life of >18 years

Proved reserves of ~1.65 Tcfe

Current production of ~40,000 Boe/d

Significantly

Improves Credit

Metrics

100% stock-for-stock transaction significantly improves leverage

Meaningful step to investment grade credit rating

Geographic

Synergies

California, Permian and East Texas assets compliment LINN’s existing

positions in these areas

o

Following

closing,

LINN

will

be

the

5

th

largest

producer

in

California

Attractive entry into new core area in the Uinta Basin

Liquids

Focused

(1)

~75% liquids, high-margin assets with excellent operating margins

Increases liquids exposure to 54% of proved reserves from 46%, as of

December 31, 2012

o

Decreases LINN’s NGL exposure (as a % of total production)

Strategic-Fit With

LINN Energy

Expected to be immediately accretive to distributable cash flow per unit by

~$0.40 per unit (first twelve months)

o

Potential

for

additional

operational

synergies

not

factored

into

deal

Tax efficient for both LinnCo and Berry shareholders

(1)

As of December 31, 2012, pro forma for announced merger.

MLP and Independent E&P Rankings

Note:

Market

data

as

of

February

20,

2013

(LINE

and

LNCO

closing

price

of

$36.65

and

$36.99,

respectively).

Source:

Bloomberg.

(1)

Pro forma for merger.

LINN is one of the largest MLP and independent E&P companies

7

th

largest

public

MLP/LLC

11

largest

domestic

independent

oil

&

natural

gas

company

7

Rank

Master Limited Partnership

Enterprise Value ($MM)

Rank

Independent E&P

Enterprise Value ($MM)

1.

Enterprise Products Partners

$60,375

1.

ConocoPhillips

$89,597

2.

Kinder Morgan Energy Partners

$46,756

2.

Occidental Petroleum Corp.

$64,934

3.

Energy Transfer Equity

$38,964

3.

Anadarko Petroleum Corp.

$52,281

4.

Williams Partners

$26,732

4.

Apache Corp.

$41,773

5.

Plains All American Pipeline

$24,767

5.

EOG Resources Inc.

$39,943

6.

Energy Transfer Partners

$22,574

6.

Chesapeake Energy Corp.

$34,955

7.

LINN Energy LLC (Pro Forma)

$18,943

7.

Marathon Oil Corporation

$26,927

8.

ONEOK Partners

$17,173

8.

Devon Energy Corporation

$24,449

9.

Enbridge Energy Partners

$14,874

9.

Noble Energy Inc.

$22,575

10.

El Paso Pipeline Partners

$13,363

10.

Pioneer Natural Resources Co.

$19,920

11.

Magellan Midstream Partners

$11,658

11.

LINN Energy LLC (Pro Forma)

$18,943

12.

Markwest Energy Partners

$9,470

12.

Continental Resources Inc.

$17,937

13.

Boardwalk Pipeline Partners

$8,848

13.

Range Resources Corp.

$14,274

14.

Buckeye Partners

$7,234

14.

Southwestern Energy Co.

$13,163

15.

Sunoco Logistics Partners

$6,851

15.

Cabot Oil & Gas Corp.

$12,312

16.

Access Midstream Partners

$6,667

16.

Concho Resources Inc.

$11,890

17.

Western Gas Partners

$6,569

17.

Murphy Oil Corp.

$11,241

18.

Amerigas Partners

$6,448

18.

EQT Corp.

$11,066

19.

Cheniere Energy Partners

$5,770

19.

Plains Exploration & Production

$10,094

20.

Regency Energy Partners

$5,655

20.

Denbury Resources Inc.

$10,033

21.

Targa Resources Partners

$5,404

21.

Cobalt International Energy

$9,155

22.

Nustar Energy LP

$5,228

22.

Sandridge Energy Inc.

$8,803

23.

Teekay LNG Partners

$5,159

23.

QEP Resources Inc.

$8,595

24.

Copano Energy LLC

$4,521

24.

Whiting Petroleum Corp.

$7,298

25.

Genesis Energy LP

$4,435

25.

Newfield Exploration Co.

$6,546

th

LINN Energy –

A Premier U.S.

Independent E&P Company

8

Daily Production of E&P Peers

(1)

Proved Reserves of E&P Peers

(1)

Increases LINN’s size and scale among leading, independent E&P

companies

Now one of the largest producers of hydrocarbons in the United States

Source: Company press releases and SEC filings.

(1)

Reserves and production data includes most recent information released by listed companies.

Overview of Berry Petroleum 

High Quality Oil Portfolio

Proved Reserves (MMBoe)

Q4'12 Production (MBoe/d)

Berry Asset Map

9

Source: Berry Petroleum’s Q4’12 press release.

Uinta Basin

Piceance

Basin

California

Permian

East Texas

Corporate

Headquarters

(Denver)

TX

CA

CO

UT

~40 Mboe/d

~75% Liquids

Berry Operations

Oil

Natural Gas

Permian

LINN Energy Operational Overview

Note: All operational and reserve data as of December 31, 2012, pro forma for merger.

Uinta Basin

Piceance Basin

East Texas

California

Permian Basin

Corporate

Headquarters

(Houston)

NM

TX

KS

ND

OK

CA

WY

UT

CO

LINN Operations

Recently Acquired Assets

IL

LA

MI

10

Meaningful Increase to Reserves

and Production

Note: Reserve data as of December 31, 2012, and production data represents the quarter ending December 31, 2012.

11

Proved Reserves (Bcfe)

Q4’12 Production (MMcfe/d)

Permian Basin Operational Synergies

12

Significant operational and field

synergies

Almost doubles LINN’s Wolfberry

inventory

~725 proved drilling locations

(pro forma for transaction

(1)

)

Overview of Berry’s Permian

assets

(2)

Total of ~61,000 net acres in the

Permian

o

75% NRI

Wolfberry drilling inventory of

~325 proved locations on 40’s

and over 600 potential locations

on 20’s

Upside potential from de-risking

deeper formations and 20-acre

downspacing

Permian Asset Map

Recently Acquired Areas

Wolfberry Trend

LINN Fields

(1)

Includes LINE and BRY’s Wolfberry drilling inventory of approximately 400 and 325, respectively.

(2)

Source: Berry Petroleum Company’s “February 2013 Company Update”.

TX

NM

Eddy

Lea

Hockley

Dawson

Andrews

Howard

Ector

Winkler

Upton

Schieicher

Pecos

Crane

Ward

Crockett

Midland

Martin

Garza

Shackleford

Stonewall

Irion

Borden

Note: Data reflects continuing operations only. The results of the Company’s Appalachian Basin and Mid Atlantic operations are classified as discontinued.

(1)

As of December 31, 2012, pro forma (“PF”) for announced 2013 merger.

(2)

Pro forma estimate based on Q4’12 average daily production for LINN Energy and Berry Petroleum.

(3)

Historical

LINE

distributions

based

on

date

payable

for

years

2006

-

2012.

(4)

Based on LINE’s estimated Q3’13 distribution of $0.77 per unit on an annualized basis (subject to Board approval).

History of Strong Performance

and Growth

13

Reserves  (Bcfe)

Production (MMcfe/d)

Annual Distributions ($ per unit)

(3)

Total Return

The U.S. Securities and Exchange Commission (“SEC”) permits oil and gas companies, in their filings with the

SEC, to disclose only resources that qualify as "reserves" as defined by SEC rules. We use terms describing

hydrocarbon

quantities

in

this

presentation

including

“inventory”

and

“resource

potential”

that

the

SEC’s

guidelines

prohibit us from including in filings with the SEC. These estimates are by their nature more speculative than

estimates of reserves prepared in accordance with SEC definitions and guidelines and accordingly are

substantially less certain. Investors are urged to consider closely the reserves disclosures in LINN Energy’s

Annual Report on Form 10-K for the year ended December 31, 2011, available from LINN Energy at 600 Travis,

Suite

5100,

Houston,

Texas

77002

(Attn:

Investor

Relations).

You

can

also

obtain

this

report

from

the

SEC

by

calling 1-800-SEC-0330 or from the SEC’s website at www.sec.gov.

In

this

communication,

the

terms

other

than

“proved

reserves”

refer

to

the

Company's

internal

estimates

of

hydrocarbon volumes that may be potentially discovered through exploratory drilling or recovered with additional

drilling

or

recovery

techniques.

Those

estimates

may

be

based

on

economic

assumptions

with

regard

to

commodity

prices

that

may

differ

from

the

prices

required

by

the

SEC

to

be

used

in

calculating

proved

reserves.

In addition, these hydrocarbon volumes may not constitute reserves within the meaning of the Society

of Petroleum Engineer's Petroleum Resource Management System or the SEC’s oil and gas disclosure rules.

Unless otherwise stated, hydrocarbon volume estimates have not been risked by Company management. Factors

affecting ultimate recovery include the scope of our ongoing drilling program, which will be directly affected by the

availability of capital, drilling and production costs, commodity prices, availability of drilling services and

equipment, drilling results, lease expirations, transportation constraints, regulatory approvals and other factors,

and

actual

drilling

results,

including

geological

and

mechanical

factors

affecting

recovery

rates.

Accordingly,

actual quantities that may be ultimately recovered from the Company's interests may differ substantially from the

Company’s

estimates

of

potential

resources.

In

addition,

our

estimates

of

reserves

may

change

significantly

as

development of the Company's resource plays and prospects provide additional data.

14

Additional Information about the Proposed Transactions and Where to Find It

In connection with the proposed transactions, LinnCo intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of LinnCo, LINN and Berry that also constitutes a prospectus of LinnCo. Each of Berry, LINN and LinnCo also plan to file other relevant documents with the SEC regarding the proposed transactions. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Berry, LINN and LinnCo with the SEC at the SEC’s website at www.sec.gov. You may also obtain these documents by contacting LINN’s and LinnCo’s Investor Relations department at (281) 840-4193 or via e-mail at ir@linnenergy.com or by contracting Berry’s Investor Relations department at (866) 472-8279 or via email at ir@bry.com.

Participants in the Solicitation

Berry, LINN and LinnCo and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about LINN’s directors and executive officers is available in LINN’s proxy statement dated March 12, 2012, for its 2012 Annual Meeting of Unitholders. Information about LinnCo’s directors and executive officers is available in LinnCo’s Registration Statement on Form S-1 dated June 25, 2012, as amended, with respect to its initial public offering of common shares. Information about Berry’s directors and executive officers is available in Berry’s proxy statement dated April 6, 2012, for its 2012 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Berry, LINN or LinnCo using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements concerning the proposed transactions, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions or other words of similar meaning are intended to identify those assertions as forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they do occur what impact they will have on the results of operations and financial condition of LINN, LinnCo, Berry or of the combined company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to the ability of the parties to satisfy the conditions precedent and consummate the proposed transactions, the timing of consummation of the proposed transactions, the ability of the parties to secure regulatory approvals in a timely manner or

on the terms desired or anticipated, the ability of LINN to integrate the acquired operations, the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the documents filed with the SEC by Berry, LINN and LinnCo from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements including in this document are made only as of the date hereof. None of Berry, LINN nor LinnCo undertakes any obligation to update the forward-looking statements included in this document to reflect subsequent events or circumstances.