LinnCo, LLC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-03-03: Form 8-K; Period of report 2017-02-28; Description 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; Details 1.02.
- 2017-01-31: Form 8-K; Period of report 2017-01-27; Description 1.03 Bankruptcy or Receivership; Details 1.03.
- 2016-10-27: Form 8-K; Period of report 2016-10-21; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2016-10-18: Form 8-K; Period of report 2016-10-14; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-03-03 | 8-K | 2017-02-28 | 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant | 1.02 In accordance with the Plan, each of the Company’s Securities outstanding prior to the Effective Date was cancelled and extinguished, and each such Security has no further force or effect after the Effective Date. 3.03 As previously disclosed, on the Effective Date, all previously issued and outstanding Securities in the Company were cancelled and extinguished. 5.01 As previously disclosed, on the Effective Date, all previously issued and outstanding Securities in the Company were cancelled and extinguished. | d324027d8k.htm |
| 2017-01-31 | 8-K | 2017-01-27 | 1.03 Bankruptcy or Receivership | 1.03 On May 11, 2016, Linn Energy, LLC (“LINN Energy”), LinnCo, LLC (the “Company”), an affiliate of LINN Energy, and certain of LINN Energy’s direct and indirect subsidiaries (collectively with the Company and LINN Energy, the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). | d277687d8k.htm |
| 2016-10-27 | 8-K | 2016-10-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d280309d8k.htm |
| 2016-10-18 | 8-K | 2016-10-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d267759d8k.htm |
| 2016-10-11 | 8-K | 2016-10-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d264622d8k.htm |
| 2016-09-26 | 8-K | 2016-09-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d250861d8k.htm |
| 2016-09-15 | 8-K/A | 2016-08-01 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | linnco8-kaexchangeacquisit.htm |
| 2016-09-09 | 8-K | 2016-09-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d254794d8k.htm |
| 2016-08-05 | 8-K | 2016-08-01 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 As previously reported, on August 1, 2016, LinnCo, LLC (the “Company” or “LinnCo”) completed its offer to exchange each outstanding unit of Linn Energy, LLC (“LINN Energy”) for one LinnCo share (the “Exchange Offer”) upon the terms and conditions of the Prospectus/Offer to Exchange dated April 26, 2016 and the accompanying Amended and Restated Letter of Transmittal. | lnco8-kitems201and901.htm |
| 2016-08-02 | 8-K | 2016-08-02 | 7.01 Regulation FD Disclosure | 7.01 On August 2, 2016, LinnCo, LLC (the “Company” or “LinnCo”) issued a press release announcing the final results of, and expiration of the subsequent offering period relating to, its previously announced offer to exchange each outstanding unit of LINN Energy, LLC (“LINN Energy”) for one LinnCo share (the “Exchange Offer”) upon the terms and conditions of the Prospectus/Offer to Exchange dated April 26, 2016 (as amended, the “Prospectus”), and the accompanying Amended and Restated Letter of Transmittal (the “Letter of Transmittal”). | d234859d8k.htm |
| 2016-05-24 | 8-K | 2016-05-24 | 7.01 Regulation FD Disclosure | 7.01 On May 24, 2016, LinnCo, LLC (the “Company” or “LinnCo”) issued a press release announcing that it has extended the subsequent offering period in connection with its offer to exchange each outstanding unit of LINN Energy, LLC (“LINN Energy”) for one LinnCo share (the “Exchange Offer”) upon the terms and conditions of the Prospectus/Offer to Exchange dated April 26, 2016 (as amended, the “Prospectus”), and the accompanying Amended and Restated Letter of Transmittal (the “Letter of Transmittal”). | d198469d8k.htm |
| 2016-05-16 | 8-K | 2016-05-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously reported, on May 11, 2016, Linn Energy, LLC (“LINN Energy”), LinnCo, LLC, an affiliate of LINN Energy (the “Company”), certain of LINN Energy’s direct and indirect subsidiaries, and Berry Petroleum Company, LLC filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas under the caption In re Linn Energy, LLC., et al., Case No. 16-60040. | lncodelisting5-16x16.htm |
| 2016-05-11 | 8-K | 2016-05-10 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership | 1.01 Entry into a Material Definitive Agreement. 1.03 As described above, on May 11, 2016, the Debtors filed the Bankruptcy Petitions in the Court seeking relief under the provisions of Chapter 11 of the Bankruptcy Code. | d156106d8k.htm |
| 2016-04-26 | 8-K | 2016-04-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 22, 2016, LinnCo, LLC (the “Company”) received a letter from the Listing Qualifications Department (“Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that the Company’s common shares representing limited liability company interests (“common shares”) closed below the $1.00 per share minimum bid price required by NASDAQ Listing Rule 5450(a)(1) for 30 consecutive business days. | linncodelistingnotice8-k.htm |
| 2016-03-22 | 8-K | 2016-03-22 | 8.01 Other Events | 8.01 On March 22, 2016, LinnCo, LLC (the “Company”) commenced an offer to exchange each outstanding unit representing limited liability company interests (the “LINN Energy units”) of Linn Energy, LLC (“LINN Energy”) for one common share representing limited liability company interests of the Company (the “Exchange Offer”). | d136851d8k.htm |
| 2015-09-24 | 8-K | 2015-09-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Linn Energy, LLC (“LINN”), an affiliate of LinnCo, LLC (the “Company”), Linn Operating, Inc., a wholly owned subsidiary of LINN, and Kolja Rockov, LINN and the Company’s former Executive Vice President and Chief Financial Officer, have entered into a Separation Agreement, to be effective as of August 31, 2015. | rockovseparationagreement8.htm |
| 2015-08-27 | 8-K | 2015-08-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 24, 2015, LinnCo, LLC (the “Company”) announced the appointment of David B. Rottino, 48, as Executive Vice President and Chief Financial Officer. | form8-kforcfo2015lnco.htm |
| 2015-04-23 | 8-K | 2015-04-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 LinnCo, LLC (“LinnCo”) held its annual meeting of shareholders on April 21, 2015. | a2015annualmeetingresults-.htm |
| 2015-02-23 | 8-K | 2015-02-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d875167d8k.htm |
| 2014-04-23 | 8-K | 2014-04-23 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 LinnCo, LLC (“LinnCo”) held its annual meeting of shareholders on April 22, 2014. | a8-kx2014annualmtgresults.htm |
| 2014-04-01 | 8-K | 2014-04-01 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | berry8-k12x31x2013proforma.htm |
| 2014-03-24 | 8-K | 2014-03-18 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | joint8-k.htm | |
| 2014-02-25 | 8-K/A | 2013-12-16 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | berry8-kalncoproforma9x30x.htm |
| 2013-12-18 | 8-K | 2013-12-16 | 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 2.01 On December 16, 2013, LinnCo, LLC, a Delaware limited liability company (“LinnCo”), and Linn Energy, LLC, a Delaware limited liability company (“LINN”), completed the previously-announced transactions contemplated by the Agreement and Plan of Merger, dated as of February 20, 2013, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of November 3, 2013, and Amendment No. 2 to Agreement and Plan of Merger, dated as of November 13, 2013 (as so amended, the “Merger Agreement”), by and among Berry Petroleum Company, a Delaware corporation (“Berry”), Bacchus HoldCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Berry (“HoldCo”), Bacchus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo (“Bacchus Merger Sub”), LinnCo, Linn Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of LinnCo (“LinnCo Merger Sub”), and LINN. 3.03 As reported in Item 5.07 below, LinnCo’s shareholders approved certain amendments to the limited liability company agreement of LinnCo that will continue to be in effect after the closing of the Transactions (including for purposes of any similar transactions in the future), including (1) to permit LinnCo to acquire more than one LINN unit for each LinnCo common share that it issues in connection with the Transactions, (2) to provide that the contribution by LinnCo to LINN of assets that LinnCo receives in such transactions shall not constitute a sale, exchange or other disposition of all or substantially all of LinnCo’s assets for purposes of the LinnCo shareholder approval requirement under the limited liability company agreement of LinnCo, and (3) to expand the purpose and nature of the business permitted to be conducted by LinnCo (collectively, the “Limited Liability Company Agreement Amendment”). 5.02 Effective December 16, 2013, in connection with the acquisition of Berry, the Board of Directors of LinnCo (the “Board of Directors”) increased its size from six members to seven members. 5.03 The disclosure set forth under Item 3.03 of this Current Report is incorporated herein by reference. 5.07 LinnCo held its annual meeting of shareholders on December 16, 2013. 7.01 On December 16, 2013, Berry, LinnCo and LINN issued a joint press release announcing the completion of the Transactions. | d643092d8k.htm |
| 2013-12-09 | 8-K | 2013-12-06 | 8.01 Other Events | 8.01 On December 6, 2013, LinnCo, LLC (“LinnCo”), Linn Energy, LLC (“LINN”) and Berry Petroleum Company (“Berry” or the “Company”) reached an agreement in principle to settle a purported stockholder class action on behalf of Berry stockholders filed in the Court of Chancery of the State of Delaware on April 12, 2013 (the “Action”) on the terms and conditions set forth in a memorandum of understanding. | d640805d8k.htm |
| 2013-11-04 | 8-K | 2013-11-03 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | d622480d8k.htm | |
| 2013-02-21 | 8-K | 2013-02-19 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | d492046d8k.htm | |
| 2013-02-08 | 8-K | 2013-02-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d483898d8k.htm | |
| 2012-10-17 | 8-K | 2012-10-11 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | d423335d8k.htm |