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Linn Emerging from Bankruptcy Sans Berry, With Onshore Assets For Sale

Linn Energy LLC, the natural gas-rich powerhouse partnership that succumbed to bankruptcy last year, has emerged from Chapter 11 with a streamlined strategy that will cast off a big package of onshore U.S. assets and jettison the Berry Petroleum franchise it acquired in 2013.

Reorganized as Linn Energy Inc., the bankruptcy filing by the exploration and production (E&P) company allowed it to reduce debt by more than $5 billion to $1.012 billion and pro forma net debt of $962 million, resulting in $730 million of liquidity.

The new structure is designed to enhance financial flexibility and position the Houston operator for long-term success.

By spinning off E&P Berry, which Linn acquired for $4.3 billion in 2013, and marketing a batch of other onshore properties, the revamp "marks a new beginning for our company and all of our stakeholders," said CEO Mark E. Ellis, who also had run the partnership. "With significantly less debt and an infusion of new equity capital, we have ample liquidity to accelerate growth in our core areas," including Oklahoma's myriad reservoirs, the STACK, otherwise known as the Sooner Trend of the Anadarko basin, mostly in Canadian and Kingfisher counties, and the SCOOP, aka, the South Central Oklahoma Oil Province.

"We are confident that our diverse and high-quality asset base will serve as a foundation for our future success," Ellis said.

Linn became the first publicly traded E&P limited liability company (LLC) in 2006 under founder Michael C. Linn, who formed the company in 2003 and then stepped down in 2011. The Berry purchase had been considered transformational because it was at the time the first acquisition ever of a C-corporation by an E&P LLC or master limited partnership (MLP).

The board has engaged Jefferies LLC as lead adviser and "initiated a process to explore and evaluate potential strategic alternatives, which includes marketing five noncore assets" in the Williston and Permian basins as well as South Texas and California. The proceeds received from any asset sales are expected to further delever the balance sheet and "allow for flexibility to focus resources on the remaining growth assets."

Linn of late has concentrated its work in the SCOOP/STACK where it has about 185,000 net acres, including 49,000 in the emerging Merge prospect, where it operates a 60 MMcf/d refrigeration plant with expansion capability. Linn also has more than 2.6 million net acres, 98% held by production, across the Midcontinent, Rockies, East Texas and North Louisiana. Base production averaged 828 MMcfe/d in 2016, with a 13% decline rate.

RBC Richardson Barr would assist in marketing the Williston and Permian packages, while CIBC Griffis & Small are marketing the South Texas and Salt Creek packages, and Tudor Pickering, Holt & Co. is marketing the California assets. Proceeds are expected to further delever the balance sheet and "allow for flexibility to focus resources on the remaining growth assets."

A supplemental presentation posted by Linn includes an overview of the company and proposed asset sales.

The company's board also has been revamped, led by Ellis, and comprised of management and representatives of the largest shareholders, including CFO David B. Rottino, as well as York Capital Management partner Matthew Bonanno, P. Schoenfeld Asset Management Partner Phil Brown, Fir Tree Partners managing director Evan Lederman, Centerbridge Partners principal Kevin Mahony, and Elliott Management Corp. investment member Andy Taylor.

"We are very excited for the prospects of Linn as we transition from an upstream MLP to a growth-oriented E&P company," the board stated.  "We also believe the asset sales will allow us to re-deploy capital to focus on significant growth opportunities and position LINN to maximize returns for shareholders."

Kirkland & Ellis LLP served as legal adviser to Linn, Lazard served as financial adviser and AlixPartners served as restructuring adviser.  Jefferies also is serving as lead financial adviser in the strategic review process.

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