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): May 4, 2009 (April 28,
2009)
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
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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600
Travis, Suite 5100
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Houston,
Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (281) 480-4100
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into A Material Definitive Agreement.
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a)
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Fourth Amended and Restated
Credit Agreement
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On April
28, 2009, Linn Energy, LLC (the “Company”) entered
into the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), among
the Company, BNP Paribas, as administrative agent, and the agents and lenders
party thereto, which amends and restates the Company’s Third Amended and
Restated Credit Facility, which closed August 31, 2007 and was amended by the
First Amendment, dated November 2, 2007, the Second Amendment, dated January 31,
2008, the Third Amendment, dated June 16, 2008 and the Fourth Amendment, dated
August 20, 2008 (as amended, the “Existing
Facility”).
The
Amended Credit Agreement provides for an initial borrowing base of $1.75 billion
and a maturity of August 2012. The borrowing base under the Amended
Credit Agreement will be redetermined semi-annually by the lenders in their sole
discretion, based on, among other things, reserve reports as prepared by reserve
engineers taking into account the natural gas and oil prices at such time.
The Company’s obligations under the Amended Credit Agreement are secured by
mortgages on its natural gas and oil properties as well as a pledge of all
ownership interests in its material operating subsidiaries. The Company is
required to maintain the mortgages on properties representing at least 80% of
its natural gas and oil properties. Additionally, the obligations under the
credit agreement are guaranteed by all of the Company’s material operating
subsidiaries and may be guaranteed by any future subsidiaries.
At the Company’s election, interest on
borrowings under the Amended Credit Agreement is determined by reference to
either LIBOR plus an applicable margin between 2.50% and 3.25% per annum or the
alternate base rate (“ABR”) plus an applicable margin between 1.00% and 1.75%
per annum. Interest is generally payable quarterly for ABR loans and
at the applicable maturity date for LIBOR loans. The Company is
required to pay a fee of 0.5% per year on the unused portion of the Borrowing
Base under the Amended Credit Agreement. Borrowings under the Amended
Credit Agreement are available for the acquisition and development of natural
gas and oil properties, working capital, and general corporate purposes,
including distributions to unitholders.
The
Amended Credit Agreement contains various covenants, substantially similar to
the Existing Facility, that limit the Company’s ability to incur indebtedness,
enter into commodity and interest rate swaps, grant certain liens, make certain
loans, acquisitions, capital expenditures and investments, make distributions
other than from available cash, merge or consolidate, or engage in
certain asset dispositions, including a sale of all or substantially all of the
Company’s assets. The Amended Credit Agreement also contains
covenants, substantially similar to the Existing Facility, that require the
Company to maintain specified financial ratios. The other terms and
conditions of the Amended Credit Agreement are substantially similar to the
Existing Facility.
The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the Amended Credit Agreement, a copy of which will be
filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009.
Item
2.03 Creation of a Direct Financial Obligation.
The
information described above under "Item 1.01 Entry into a Material Definitive
Agreement" is incorporated herein by reference. The Company requested
and received, on April 28, 2009, a $20 million ABR borrowing at an effective
interest rate of 4.5%, the proceeds of which were used to pay fees in
connection with the closing of the Amended Credit Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LINN
ENERGY, LLC
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Date:
May 4, 2009
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By:
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/s/ Charlene A. Ripley
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Charlene
A. Ripley
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Senior
Vice President, General Counsel and
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Corporate
Secretary
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