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
 Berry
Petroleum Town Hall Meetings Berry Petroleum Town Hall Meetings
February 22, 2013
February 22, 2013 |
 Mark
Ellis Mark Ellis
Chairman, President and Chief
Chairman, President and Chief
Executive Officer
Executive Officer |
 Embrace
& Drive Change Pursue Growth
Take Action
Respect Others
Be Passionate
Connect |
 Our
Values Our Values
4
Embrace and Drive Change
Pursue Growth
Take Action
Respect Others
Be Passionate
Connect |
 Who We
Are Who We Are
Connected to our employees, families and communities
A top-10 MLP/LLC
A top-15 independent oil and natural gas E&P
Passionate about leading the business sector we started
Embrace new employees and provide all employees with opportunities
to grow personally and professionally
Grow through acquisitions and organic activities
Maintain our financial stability
Operate in a manner that protects employees, contractors, the public
and environment
Dedicated employees with ownership in the company driving our
growth
A company that takes action
Investors who are confident in our business model
A sustainable asset inventory
5
LINN Energy is…
LINN Energy has…
LINN Energy will… |
 Our
Strategy Our Strategy
Focus on U.S. onshore basins
providing significant opportunities for
future growth and consolidation
Target acquisitions providing long-life,
high-quality production with
predictable decline curves and low-
risk development opportunities
Organically grow reserves and
production
Reduce cash flow volatility through
hedging
LINN’s primary business objective is to provide stability and growth
of distributions to our unitholders (LINE) and shareholders (LNCO)
6 |
 MLP
MLP
and
and
Independent
Independent
E&P
E&P
Rankings
Rankings
Note:
Market
data
as
of
February
20,
2013
(LINE
and
LNCO
closing
price
of
$36.65
and
$36.99,
respectively).
Source:
Bloomberg.
(1)
Pro forma for merger.
LINN is one of the largest MLP and independent E&P companies
7
largest public MLP/LLC
11
largest domestic independent oil & natural gas company
7
Rank
Master Limited Partnership
Enterprise Value ($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
th |
 LINN
Energy – LINN Energy –
A Premier U.S.
A Premier U.S.
Independent E&P Company
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. |
 Growth
Through Acquisitions Growth Through Acquisitions
~$10 billion in acquisitions completed since the Company’s
inception in 2003
Includes 54 separate transactions
(1)
Proven track record of successful acquisitions and integrations
(1)
Includes 15 acquisitions comprising the Appalachian Basin properties sold in July
2008. (2)
Based on total consideration.
(3)
Plains Exploration acquisitions based on total consideration. Closed 2012
acquisitions and $400 million of Anadarko’s development costs related to the Salt Creek JV based on contract price.
Historical Acquisitions and Joint Venture
Total
~$5.9
Billion
Since
2009
9 |
 LINN and
Berry Transaction LINN and Berry Transaction
Terms
Terms
Strategic Benefits
Strategic Benefits
Timing
Timing
Stock-for-stock transaction for total consideration of $4.3 billion,
including the assumption of debt
First strategic use of newly formed LinnCo shares as consideration in a corporate
acquisition
Clear path to completion
Subject to approval by shareholders of Berry Petroleum and LinnCo and
unitholders of LINN Energy, as well as customary closing conditions, including
certain regulatory approvals
Expected to close June 30, 2013
Operational: Increase in size and scale with significant geographic expansion,
long-lived, mature asset portfolio, increase in liquids exposure, proved
reserves and production
Financial: Immediately accretive, improved leverage metrics, tax
efficient
transaction to LINN Energy
10 |
 Why
Berry? A Strong Combination Why Berry? A Strong Combination
11
Excellent MLP Asset
Strategic Fit With Our Business Model
Platform for Growth
Large acquisition of low-decline assets with attractive inventory
Production is 75% liquids with excellent operating margins
Liquids reserves to increase 55%
Gas reserves to increase 17%
More than half of our revenues will be driven by crude oil
Talented workforce and technical team familiar with operating
areas and assets
Complementary operating areas to existing LINN operations
Increased geographic presence in California, Permian Basin,
East Texas, Rockies
Immediately accretive
Total production to increase 30%
Proved reserves to increase 34%
Proved
reserves
to
total
6.5
Tcf
equivalent
(1.1
billion
barrels
of
oil
equivalent), with 54% oil and NGLs and 46% natural gas
All-stock deal allows LINN to improve debt metrics with potential
access to high-grade capital programs |
 Arden
Walker Arden Walker
Executive Vice President and Chief
Executive Vice President and Chief
Operating Officer
Operating Officer |
 13
Note: All operational and reserve data as of December 31, 2012.
Williston / Powder River Basins
•
31 MMBoe proved reserves
•
4% of total reserves
•
92% liquids
California
•
30 MMBoe proved reserves
•
4% of total reserves
•
92% liquids
Permian Basin
•
67 MMBoe proved reserves
•
8% of total reserves
•
81% liquids
Michigan / Illinois
•
266 Bcfe proved reserves
•
6% of total reserves
•
97% natural gas
LINN Overview
LINN Overview
Mid-Continent
•
1,648 Bcfe proved reserves
•
34% of total reserves
•
51% natural gas
Hugoton Basin
•
1,010 Bcfe proved reserves
•
21% of total reserves
•
56% natural gas
East Texas
•
82 Bcfe proved reserves
•
2% of total reserves
•
82% natural gas
Green River Basin
•
1,017 Bcfe proved reserves
•
21% of total reserves
•
72% natural gas |
 Where We
Will Operate Where We Will Operate
Expanded presence in California, Permian Basin, East Texas and
Rockies and addition of attractive new core area in the Uinta Basin
14
Corporate
Headquarters
(Houston)
NM
TX
KS
IL
LA
MI
ND
OK
CA
WY
LINN Operations
Recently Acquired Assets
UT
CO
Note: All operational and reserve data as of December 31, 2012, pro forma for
merger. Permian Basin
California
Uinta Basin
Piceance Basin
East Texas |
 Tom
Emmons Tom Emmons
Vice President, Corporate Services
Vice President, Corporate Services
(Human Resources, EH&S, Supply Chain Management,
(Human Resources, EH&S, Supply Chain Management,
Facilities, Admin. Services, Community Relations and
Facilities, Admin. Services, Community Relations and
Internal Communications)
Internal Communications)
15 |
 What
Happens Next? What Happens Next?
Combined company will retain LINN Energy name
Headquarters to remain in Houston and will maintain an
operating presence in Denver
LINN/Berry integration team to develop a detailed and
thoughtful plan to ensure a seamless combination
Compensation and benefits philosophy
We will make every effort to keep you informed as
things develop and progress
16 |
 What
Happens Next? What Happens Next?
17
Today through Closing
February 25 –
March 11
March 12 –
April 12
Mid to Late June
June 30
and other closing conditions
LINN and Berry will operate as two independent companies
Leadership team discussions and organizational decisions
Berry
and
LinnCo
shareholder
meetings
and
LINN
Energy
unitholder
meeting
for
approval
Expected close of transaction, following all customary regulatory
requirements All employee discussions and organizational decisions
|
 Embrace
& Drive Change Pursue Growth
Take Action
Respect Others
Be Passionate
Connect |
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.