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
 Goldman, Sachs & Co.
Investor Meetings
November 14, 2013 |
 Forward-Looking Statements
and Risk Factors
Statements made in these presentation slides and by representatives of LINN Energy,
LLC and LinnCo, LLC (collectively the “Company”) during the course of this
presentation that are not historical facts are forward-looking statements. These
statements are based on certain assumptions and expectations made by the Company which reflect
management’s experience, estimates and perception of historical trends, current
conditions, anticipated future developments, potential for reserves and drilling,
completion of current and future acquisitions, future distributions, future growth, benefits
of acquisitions, future competitive position and other factors believed to be appropriate.
Such statements are subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the Company, which may cause actual results to
differ materially from those implied or anticipated in the forward-looking statements.
These include risks relating to financial performance and results, indebtedness under
LINN Energy’s credit facility and Senior Notes, access to capital markets, availability of
sufficient cash flow to pay distributions and execute our business plan, prices and
demand for natural gas, oil and natural gas liquids, LINN Energy’s ability to replace
reserves and efficiently develop LINN Energy’s current reserves, LINN Energy’s ability
to make acquisitions on economically acceptable terms, regulation, availability of
connections and equipment and other important factors that could cause actual results
to differ materially from those anticipated or implied in the forward-looking statements.
See “Risk Factors” in LINN Energy’s 2012 Annual Report on Form 10-K, Forms
10-Q, Registration Statement on Form S-4, as amended, and any other public
filings. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information or future events. The market data in
this presentation has been prepared as of November 4, 2013, except as otherwise noted.
|
 3
LINN Operations
Berry Operations
LINN Overview
East Goldsmith
Field Acquisition
LINN Energy IPO in 2006 with initial
enterprise value of ~$713 million
Large, long-life diversified reserve base
($ in billions)
Current
(1)
PF Berry
(1)(2)
Equity market cap
$7.5
$10.7
Total net debt
7.0
8.8
Enterprise value
$14.5
$19.5
Note: Market data as of November 4, 2013 (LINE and LNCO closing prices of $31.80 and
$33.36 respectively). Unless noted otherwise, all operational and reserve
data as of December 31, 2012. Estimates of proved reserves for the East
Goldsmith Field acquisition were calculated as of the effective date of the
acquisition using forward strip oil and natural gas
prices,
which
differ
from
estimates
calculated
in
accordance
with
SEC rules and regulations. Estimates of proved
reserves for the East Goldsmith Field acquisition based solely on data provided by
seller. (1)
Pro forma for the East Goldsmith Field acquisition and $500 million term loan
facility. (2)
Pro forma for pending merger with Berry Petroleum (“Berry”), which remains
subject to closing conditions, including completion of SEC review of pending
Registration Statement on Form S-4 and subsequent shareholder and unitholder
approval.
(3)
Pro forma for the East Goldsmith Field acquisition and Panther divestiture.
(4)
Well count does not include ~2,500 royalty interest wells.
($ in billions)
Current
(3)
PF Berry
(2)(3)
Total proved reserves
~5.0 Tcfe
~6.6 Tcfe
% proved developed
64%
62%
% liquids
47%
54%
Reserve life-index
~17 years
~17 years
Gross productive wells
(4)
~16,000
~19,000
Corporate
Headquarters
(Houston)
NM
TX
KS
IL
LA
MI
ND
OK
CA
East Texas
WY
UT
CO
California
Uinta Basin
Piceance
Basin
Permian Basin |
 MLP and
Independent E&P Rankings Note: Market data as of November 4, 2013 (LINE
closing price of $31.80). Source: Bloomberg. (1)
Pro forma for pending Berry transaction, which remains subject to closing
conditions, including completion of SEC review of pending Registration Statement on Form S-4 and subsequent
shareholder and unitholder approvals.
LINN is one of the largest MLP and independent E&P companies
13
th
largest public MLP / LLC
18
th
largest domestic independent oil & natural gas company
4
Rank
Master Limited Partnership
Enterprise Value ($MM)
Rank
Independent E&P
Enterprise Value ($MM)
1.
Enterprise Products Partners
$76,272
1.
ConocoPhillips
$107,892
2.
Kinder Morgan Energy Partners
$56,267
2.
Occidental Petroleum Corp.
$82,744
3.
Energy Transfer Equity
$56,048
3.
Anadarko Petroleum Corp.
$59,803
4.
Energy Transfer Partners
$46,065
4.
EOG Resources Inc.
$54,972
5.
Williams Partners
$31,313
5.
Apache Corp.
$44,858
6.
Plains All American Pipeline
$25,659
6.
Chesapeake Energy Corp.
$36,157
7.
Linn Energy LLC (PF Berry)
(1)
$19,460
7.
Devon Energy Corporation
$31,919
8.
ONEOK Partners
$17,932
8.
Pioneer Natural Resources Co.
$31,856
9.
Enbridge Energy Partners
$16,713
9.
Marathon Oil Corporation
$31,540
10.
Magellan Midstream Partners
$15,060
10.
Noble Energy Inc.
$30,817
11.
Markwest Energy Partners
$14,843
11.
Continental Resources Inc.
$26,421
12.
Cheniere Energy Partners
$14,712
12.
Linn Energy LLC (PF Berry)
(1)
$19,460
13.
LINN Energy LLC
$14,534
13.
Cabot Oil & Gas Corp.
$15,949
14.
Access Midstream Partners
$13,964
14.
EQT Corp.
$15,879
15.
El Paso Pipeline Partners
$13,012
15.
Range Resources Corp.
$15,583
16.
Boardwalk Pipeline Partners
$11,299
16.
Concho Resources Inc.
$15,434
17.
Western Gas Equity Partners
$10,894
17.
Southwestern Energy Co.
$15,207
18.
Sunoco Logistics Partners
$9,645
18.
LINN Energy LLC
$14,534
19.
Buckeye Partners
$9,601
19.
Murphy Oil Corp.
$12,749
20.
Regency Energy Partners
$9,289
20.
Denbury Resources Inc.
$10,486
21.
Spectra Energy Partners
$9,080
21.
Cimarex Energy Co.
$10,065
22.
Targa Resources Partners
$8,542
22.
Whiting Petroleum Corp.
$9,949
23.
Western Gas Partners
$8,260
23.
QEP Resources Inc.
$9,255
24.
Atlas Energy LP
$7,657
24.
Cobalt International Energy
$9,216
25.
Amerigas Partners
$6,585
25.
MDU Resources Group Inc.
$7,793 |
 First-ever acquisition of a public C-Corp by a
MLP / LLC
Long-life, low-decline, mature assets
Pending Berry Transaction
Overview
(1)
Reserve estimates for pending Berry transaction based solely on data provided by
seller. Proved Reserves
Q3'13 Production
~41 MBoe/d
~1.65 Tcfe
Corporate
Headquarters
(Denver)
TX
CA
East Texas
CO
Berry Operations
Permian
UT
Uinta
Piceance
Oil
Natural Gas
California
Berry Operations Map
Transaction Update
LINN filed Amendment No. 7 to its Registration
Statement on Form S-4 on November 6
Expect to hold unitholder / shareholder votes
in mid-December
Valued at ~$4.9 billion, including debt
Transaction Highlights
~15% decline rate
Reserve life of >18 years
Increases LINN’s production by ~30%
Increases LINN’s liquids exposure
Berry’s reserves are ~75% liquids
Dominant California position
Upon
closing,
LINN
will
be
the
5
th
largest
producer
in California
Significant additional resources
Probable and possible reserves total ~3.8 Tcfe
Permian
20%
Uinta
20%
East TX and
Piceance
10%
California
50%
NGLs
7%
Natural
Gas
26%
Oil
67% |
 6
Excellent MLP
Assets
Low decline rate of ~15% and reserve life of >18 years
Proved reserves of ~1.65 Tcfe
Current production of ~41,000 Boe/d
Significantly
Improves Credit
Metrics
100% stock-for-stock transaction significantly improves leverage
Geographic
Synergies
California, Permian and East Texas assets complement 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 47%, as of
December 31, 2012
o
Decreases LINN’s NGL exposure (as a % of total production)
Strategic-Fit
With LINN
Energy
Expected to be accretive to cash available for distribution
o
Potential for additional operational synergies
Tax efficient for both LinnCo and Berry shareholders
(1)
As of December 31, 2012, pro forma for announced merger.
Pending Berry Transaction
Strategic Rationale |
 East
Goldsmith Area
Central Basin Platform
Acquisition Acreage
Proved Location Area
PROB Location Area
Asset Overview
Net production ~4,800 Boe/d
Proved reserves of ~30 MMBoe (~70% oil)
o
Large infill drilling inventory
Reserves-to-production ratio of ~17 years
~98% operated working interest
124 producing wells on 6,250 net acres
o
Majority held by production
Platform for Growth
Expect to drill ~300 wells over the next 4-5 years
o
Proven downspacing from 40 acres to 10
acres
Future Clearfork waterflood
o
Additional reserve potential of ~24 MMBoe
CO
2
flood potential in Glorieta, San Andres and
Holt intervals
7
East Goldsmith Field –
$525 million acquisition of
properties located in the Central Basin Platform of
the Permian Basin closed on October 31.
East Goldsmith Field Acquisition
Ector County |
 LINN
Operational Update 8
Granite Wash
8 rigs drilling in the region
o
2
rigs
targeting
the
Hogshooter
interval
in
the
Mayfield
area
of
western
Oklahoma
o
6 rigs focused on developing high-return, liquids-rich opportunities in
the Texas Panhandle 12 Hogshooter wells producing in the Mayfield area with
gross average IP rates of ~3,800 Boe/d (~74% liquids)
Permian Basin
4 rigs drilling vertical Wolfberry wells
Drilled 68 wells YTD 2013 and have reduced costs by ~15%
Potential for horizontal Wolfcamp and Spraberry
o
Expect to participate in 4 non-operated horizontal Wolfcamp wells beginning in
Q4 o
Expect to spud 1 operated horizontal Wolfcamp well in late 2013 or early
2014 Jonah Field
2 rigs drilling in the region
Expect to participate in 19 operated and non-operated wells, with an
additional 24 wells expected to be drilling or awaiting completion by
year-end Hugoton Field
Commenced 1-rig drilling program in Q2’13
~400 potential drilling locations and plan to drill ~80 wells next year
Identified a significant number of locations to sustain program for the next ~5
years |
 9
Capital Structure (9/30/13)
($ in millions)
(1)
Pro
forma
for
the
East
Goldsmith
Field
acquisition,
which
closed
on
October
31.
LINN
Berry
Credit facility
(1)
$1,733
Credit facility
$636
Term loan due 2018
(1)
500
Senior notes:
Senior notes:
6.50% Senior notes due 2019
750
10.25% Senior notes due 2014
205
6.25% Senior notes due 2019
1,800
6.75% Senior notes due 2020
300
8.625% Senior notes due 2020
1,300
6.375% Senior notes due 2022
600
7.75% Senior notes due 2021
1,000
1,105
4,850
Total debt
$7,083
Total debt
$1,741
Credit facility note amount
$4,000
Credit facility note amount
$1,200
Less: outstanding borrowings + LCs
(1,738)
Less: outstanding borrowings + LCs
(663)
Undrawn capacity
$2,262
Undrawn capacity
$537
Debt Summary
Debt Summary
Liquidity
Liquidity |
 LinnCo
Structure 10
LINE
Unitholders
LLC
Units
LNCO
Shareholders
LinnCo
Common
Shares
Current distribution
of $2.90 / unit
(1)
Schedule K-1 (partnership)
LINE
LNCO
Current dividend
of $2.90 / share
(2)
Form 1099 (C-Corp.)
LLC
Units
Investors now have the ability to own LINN Energy two ways:
LINE (Partnership for tax purposes / K-1)
LNCO (C-Corp. for tax purposes / 1099)
Tax liability to LinnCo on LINN
Energy’s distribution estimated to
be $0.00, $0.01 and $0.07 per
share for 2013, 2014 and 2015,
respectively.
$2.90
Distribution
$2.90
Distribution
$2.90
Dividend
(1)
Represents the Q3’13 cash distribution of $0.725 per unit.
(2)
Represents the Q3’13 cash dividend of $0.725 per share.
LINN Energy, LLC
|
 LINN
Has Created an Acquisition Machine Screened 189
opportunities
Bid 41 for ~$10.1
billion
Closed 13 for
~$1.4 billion
Screened 122
opportunities
Bid 31 for ~$7.5
billion
Closed 12 for
~$1.5 billion
Note:
“Asset
Acquisitions”
based
on
total
consideration.
(1)
(2)
(2)
Historical Acquisitions and Joint Venture
11
Screened 246
opportunities
Bid 20 for ~$9.2
billion
Closed 7 for ~$2.9
billion
2010
2011
2012
Total ~$11.2 Billion
Since 2010
YTD 2013
(1)
Screened 222
opportunities
Bid 9 for ~$3.0
billion
Closed 2 for ~$566
million
Asset Acquisitions
Pending Berry Transaction
$4,925
$566
$1,367
$1,513
$2,850
$5,491
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
2010
2011
2012
2013TD
Data as of November 1, 2013.
Includes pending Berry transaction, with an implied value of ~$4.9 billion as of
November 4, 2013. |
 Growth
Through Accretive Acquisitions Value of Acquisitions Per Year
(1)
12
~$15 billion of acquisitions in the Company’s history
Includes 60 separate transactions
(1)
(1)
Includes pending Berry transaction and 15 acquisitions comprising the Appalachian
Basin properties sold in July 2008. (2)
Includes pending Berry transaction, with an implied value of ~$4.9 billion as of
November 4, 2013. (2)
$452
$2,627
$601
$1,367
$1,513
$2,850
$566
$4,925
$52
$78
$202
$654
$3,281
$3,882
$4,000
$5,367
$6,880
$9,730
$15,221
$0
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013TD
Cumulative Acquisitions
Acquisitions Completed In Year
C-Corp Acquisition |
 Natural Gas Positions
Percent Puts
(3)
Swaps
Puts
(2)
13
LINN is hedged ~100% on expected natural gas production through 2017; and
~100% on expected oil production through 2016
Puts provide price upside opportunity
Oil Positions
Percent Puts
(3)
Swaps
(4)
Puts
Note: Except as otherwise indicated, illustrations represent full-year
hedge positions as of September 30, 2013. Significant Hedge Position
(Does Not Include Pending Berry Transaction)
(1)
(1)
$5.22
$5.25
$5.19
$4.20
$4.26
$5.42
$5.00
$5.00
$5.00
$4.88
$5.00
-
50
100
150
200
250
300
350
400
450
500
550
2013
2014
2015
2016
2017
2018
$5.12
$5.14
$5.31
46%
41%
34%
$4.48
$4.48
35%
36%
$94.97
$92.92
$96.23
$90.56
$89.02
$97.86
$91.30
$90.00
$90.00
$90.00
-
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
2013
2014
2015
2016
2017
$94.81
$90.44
25%
23%
21%
22%
$95.57
$92.52
$89.10
7%
(1)
Represents the period October-December 2013.
(2)
Excludes natural gas puts used to indirectly hedge NGL revenues.
(3)
Calculated as percentage of hedged volume in the form of puts.
(4)
Includes certain outstanding fixed price oil swaps of approximately 5,384 MBbls
which may be extended annually at prices of $100.00 per Bbl for each of the years ending December 31, 2017, and
December 31, 2018, and $90.00 per Bbl for the year ending December 31, 2019, if the
counterparties determine that the strike prices are in-the-money on a designated date in each respective preceding
year. The extension for each year is exercisable without respect to the other
years. |
 C-Corp. Peers
% Hedged
(1)
Note: LINN’s hedge percentages based on internal estimates. Excludes NGL
production and natural gas puts used to hedge NGL revenues associated with BP Hugoton acquisition.
Source: Production estimates based on Bloomberg consensus, and hedge information
based on publicly available sources. (1)
Represents simple average and peer group includes: CLR, FST, XEC, KWK, NFX,
PXD, PXP, RRC, SWN and WLL. (2)
Represents simple average and peer group includes: BBEP, EVEP, LGCY, LRE,
MEMP, MCEP, PSE, QRE and VNR. LINN’s cash flow is notably more protected
from oil and natural gas price uncertainty than its C-Corp. and Upstream
MLP / LLC peers Significant Hedge Position (Equivalent Basis)
(Does Not Include Pending Berry Transaction)
% Swaps
% Puts
14
Upstream MLP / LLC
Peers % Hedged
(2)
63%
65%
70%
69%
54%
37%
35%
30%
31%
25%
100%
100%
100%
100%
79%
47%
20%
4%
1%
1%
71%
49%
29%
16%
9%
0%
20%
40%
60%
80%
100%
2013
2014
2015
2016
2017 |
 0.40
0.43
0.52
0.52
0.57
0.57
0.63
0.63
0.63
0.63
0.63
0.63
0.63
0.63
0.63
0.63
0.63
0.66
0.66
0.66
0.69
0.69
0.69
0.73
0.73
0.73
0.73
0.73
0.73
0.73
$0.40
$0.80
$1.23
$1.75
$2.27
$2.84
$3.41
$4.04
$4.67
$5.30
$5.93
$6.56
$7.19
$7.82
$8.45
$9.08
$9.71
$10.34
$11.00
$11.66
$12.32
$13.01
$13.70
$14.39
$15.12
$15.84
$16.57
$17.29
$18.02
$18.74
$19.47
$-
$2.00
$4.00
$6.00
$8.00
$10.00
$12.00
$14.00
$16.00
$18.00
$20.00
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Distribution History
Distribution History
15
Quarterly Distribution
Cumulative Distribution
Consistently paid distribution for 31 quarters
81% increase in quarterly distribution since January 2006 IPO
(1)
(1)
The Q1 2006 distribution, adjusted for the partial period from the Company's closing
of the IPO on January 19, 2006 through March 31, 2006, equates to $0.32 per unit.
2006
2007
2008
2009
2010
2011
(1)
2012
2013 |
 Note:
Market data as of November 4, 2013 (LINE closing price of $31.80). Source: Bloomberg.
LINN
Total
Return
and
Unit
Price
Appreciation
(LINE
IPO
–
Present
of
~201%)
LINN Historical Return
16
LINE Total Return (TR)
LINE Price Appreciation
Alerian MLP TR Index
LINE Total Return (TR)
LINE Price Appreciation
Alerian MLP TR Index
S&P Mid
-
Cap E&P TR Index
S&P 500 TR Index
~62%
~82%
~51%
~206%
~201%
(50%)
0%
50%
100%
150%
200%
250%
2006
2007
2008
2009
2010
2011
2012
2013 |
 17
Size Advantage in E&P MLP/LLC Market
LINN has a significant size advantage in
the E&P MLP / LLC market
E&P market presents significantly more
acquisition opportunities than rest of MLP
market
E&P sector has room to grow; $40 billion
versus $634 billion for all other sectors
LINE vs. Other Upstream MLPs
MLP / LLC Total EV: $674 Billion
$40
Billion
$634
Billion
Note: Market data as of November 4, 2013 (LINE closing price of $31.80). Source:
Bloomberg. (1)
Pro forma for pending Berry transaction, which remains subject to closing
conditions, including completion of SEC review of pending Registration Statement on Form S-4 and subsequent shareholder and
unitholder approvals.
E&P MLP /
LLC
6%
All Others
94%
Greater access to capital markets
Ability to complete larger transactions
Vanguard
Breitburn
EV Energy
Legacy
QR Energy
Atlas Resource
Pioneer
Memorial
LRR Energy
Mid-Con Energy
New Source Energy
$14.5 Billion
$20.5 Billion
$0.0
$5.0
$10.0
$15.0
$20.0
LINN Energy
All Others
(11 MLPs)
LINN (PF Berry)
(1)
$19.5 Billion |
 LINN Energy’s mission is to acquire,
develop and maximize cash flow
from a growing portfolio of long-life
oil and natural gas assets. |
 19
Proved Reserves
Region
Proved
Reserves
(Bcfe)
% Natural
Gas
% Proved
Developed
Mid-Continent
1,648
51%
59%
Hugoton Basin
1,010
56%
85%
Green River Basin
1,017
72%
43%
Permian Basin
403
19%
56%
Michigan/Illinois
266
97%
94%
California
181
8%
96%
Williston/Powder River
Basin
189
8%
66%
East Texas
82
82%
100%
Total
4,796
54%
65%
The following table sets forth certain information with respect to
LINN’s proved reserves for the year ended December
31, 2012, calculated on the basis required by SEC rules:
|
 20
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, 2012, 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.
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Additional Information about the Proposed Transactions and Where to Find It
In connection with the proposed transactions, LINN and LinnCo have filed with the SEC a registration statement on Form S-4 (Registration No. 333-187484) that includes a joint proxy statement of LinnCo, LINN and Berry that also constitutes a prospectus of LINN and 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 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.
Participants in the Solicitation
LinnCo, LINN and Berry 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 LinnCo and LINN’s directors and executive officers is available in the Registration Statement on Form S-4 relating to the merger. Information about Berry’s directors and executive officers is available in Berry’s Form 10-K/A for the year ended December 31, 2012, dated April 30, 2013. 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, which are all statements other than statements of historical facts. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated. Important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the documents filed with 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. None of LINN nor LinnCo undertakes any obligation to update the forward-looking statements included in this press release to reflect subsequent events or circumstances.