UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2006
LINN ENERGY, LLC
(Exact name of registrant as specified in its charters)
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| Delaware
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000-51719
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65-1177591 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.) |
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650 Washington Road, 8th Floor
Pittsburgh, Pennsylvania
(Address of principal executive offices)
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15228
(Zip Code) |
Registrant’s telephone number, including area code: (412) 440-1400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 3.02 to this Current Report is hereby incorporated
by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
On October 24, 2006, to repay indebtedness, Linn Energy, LLC (the “Company”) entered into a
Class B Unit and Unit Purchase Agreement (the “Purchase Agreement”) whereby it privately placed
9,185,965 Class B Units and 5,534,687 Units for aggregate net proceeds of $305 million (the
“Private Placement”). Institutional investors who participated in the private placement include
certain third party investors, led by Zimmer Lucas Partners, LLC and co-led by GPS Partners LLC and
Lehman Brothers MLP Partners, L.P. Other investors included Principal Strategies Group of Goldman, Sachs & Co., Magnetar
Capital, Alerian Capital Management LLC and RCH Energy. A copy of the Purchase Agreement is
attached to this Current Report as Exhibit 10.1 and is incorporated by reference into this Item
3.02.
The
purchase price for the Class B Units and Units was a negotiated
price. The Class B Units represent a new
class of equity securities that is entitled to a special quarterly distribution equal to 115% of
the distribution received by the Units, has no voting rights other than as required by law and is
subordinated to the Units on dissolution and liquidation. If approved by a vote of the Company’s
unitholders, the Class B Units will convert into Units on a one-for-one basis. The Company has
agreed to hold a special meeting of its unitholders to consider the conversion as soon as feasible
but no later then 90 days following the closing.
In connection with the Private Placement, the Company also agreed to file a registration
statement with the Securities and Exchange Commission covering the Units and Units underlying the
Class B Units. A copy of the Registration Rights Agreement is attached to this Current Report as
Exhibit 10.2 and is incorporated by reference into this Item 3.02.
In completing the Private Placement, the Company relied on the provisions of Section 4(2) of
the Securities Act of 1933, as amended (the “Securities Act”), in claiming exemption for the
offering, sale and delivery of such securities from registration under the Securities Act.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 24, 2006, the Company amended its limited liability company agreement to provide
for the issuance of the Class B Units, a new class of equity securities that is entitled to a
special quarterly distribution equal to 115% of the distribution received by the Units, has no
voting rights other than as required by law and is subordinated to the Units on dissolution and
liquidation. If approved by a vote of the Company’s unitholders, the Class B Units will convert
into Units on a one-for-one basis. A copy of the amendment is filed as Exhibit 4.1 to this Current
Report and is hereby incorporated into this Item 5.03 by reference.
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