Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - ROAN RESOURCES, INC. | h80146exv1w1.htm |
| EX-8.1 - EX-8.1 - ROAN RESOURCES, INC. | h80146exv8w1.htm |
| EX-5.1 - EX-5.1 - ROAN RESOURCES, INC. | h80146exv5w1.htm |
| EX-99.2 - EX-99.2 - ROAN RESOURCES, INC. | h80146exv99w2.htm |
| EX-99.1 - EX-99.1 - ROAN RESOURCES, INC. | h80146exv99w1.htm |
| 8-K - FORM 8-K - ROAN RESOURCES, INC. | h80146e8vk.htm |
Exhibit
99.3
|
NEWS RELEASE |
LINN ENERGY ANNOUNCES CASH TENDER OFFERS AND CONSENT SOLICITATIONS
FOR 11.75% SENIOR NOTES DUE 2017 AND 9.875% SENIOR NOTES DUE 2018
FOR 11.75% SENIOR NOTES DUE 2017 AND 9.875% SENIOR NOTES DUE 2018
HOUSTON, Feb. 28, 2011 — LINN Energy, LLC (NASDAQ: LINE) announced today that it has commenced
cash tender offers and related consent solicitations to purchase any and all of its outstanding
11.75 percent senior notes due 2017 and 9.875 percent senior notes due 2018. The offer will expire
at 11:59 p.m., New York City time, on March 25, 2011.
Holders who validly tender (and do not validly withdraw) notes due 2017 on or before 5:00 p.m., New
York City time, on March 14, 2011 will receive the total consideration of $1,212.50 for each $1,000
principal amount of such notes accepted for purchase. This amount includes a consent payment of
$30.00 per $1,000 principal amount of notes accepted for purchase. Holders who validly tender (and
do not validly withdraw) notes due 2017 after the consent expiration date but before the expiration
date will be eligible to receive $1,182.50 for each $1,000 principal amount of such notes accepted
for purchase.
Holders who validly tender (and do not validly withdraw) notes due 2018 on or before 5:00 p.m., New
York City time, on March 14, 2011 will receive the total consideration of $1,172.50 for each $1,000
principal amount of such notes accepted for purchase. This amount includes a consent payment of
$30.00 per $1,000 principal amount of notes accepted for purchase. Holders who validly tender (and
do not validly withdraw) notes due 2018 after the consent expiration date but before the expiration
date will be eligible to receive $1,142.50 for each $1,000 principal amount of such notes accepted
for purchase.
Tendered notes may be validly withdrawn and consents may be revoked before 5:00 p.m., New York City
time, on March 14, 2011, unless extended but not afterwards unless required by law.
In conjunction with each tender offer, the Company is soliciting from holders of the notes consents
to proposed amendments to the indentures to the notes due 2017 and notes due 2018, which would
eliminate most of the covenants and certain default provisions applicable to the series of notes
issued under such indenture. Adoption of the proposed amendments to each indenture requires the
consent of the holders of a majority of the outstanding principal amount of the series of notes
issued thereunder. Each tendering holder will be deemed to have consented to the proposed
amendments.
The Company has engaged Barclays Capital Inc. to act as Dealer Manager and Solicitation Agent
and D.F. King & Co., Inc. to act as Depositary and Information Agent. Questions regarding the terms
of the offer and consent solicitation may be directed to Barclays Capital Inc. at (800) 438-3242
(toll free) or (212) 528-7581 (collect). Questions regarding tender procedures or requests for
documentation may be directed to D.F. King & Co., Inc. (800) 290-6426 (toll free).
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer
to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No
offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. The tender offer is being made solely pursuant to the Offer
to Purchase and Consent Solicitation Statement and related documents made available to holders of
the notes.
ABOUT LINN ENERGY
LINN Energy’s mission is to acquire, develop and maximize cash flow from a growing portfolio of
long-life oil and natural gas assets. LINN Energy is a top-20 U.S. independent oil and natural gas
development company, with approximately 2.6 Tcfe of proved reserves in producing U.S. basins as of
Dec. 31, 2010. More information about LINN Energy is available at www.linnenergy.com.
This press release includes “forward-looking statements.” All statements, other than statements of
historical facts, included in this press release that address activities, events or developments
that the Company expects, believes or anticipates will or may occur in the future are
forward-looking statements. These statements include, but are not limited to forward-looking
statements about the tender offer and consent solicitation, payments thereunder and results
therefrom and other guidance included in this press release. These statements are based on certain
assumptions made by the Company based on management’s experience and perception of historical
trends, current conditions, anticipated future developments 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 expressed by the forward-looking statements. These include risks relating to
the availability of financing, actions by holder of the notes and other important factors that
could cause actual results to differ materially from those projected as described in the Company’s
reports filed with the Securities and Exchange Commission. See “Risk Factors” in the Company’s
Annual Report filed on Form 10-K and other public filings and press releases.
Any forward-looking statement speaks only as of the date on which such statement is made and the
Company undertakes no obligation to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise.
Contacts:
|
LINN ENERGY, LLC | |
| Investors: | ||
| Clay Jeansonne, Vice President — Investor Relations | ||
| 281-840-4193 | ||
| Media: | ||
| Paula Beasley, Manager, Public Affairs & Communications | ||
| 281-840-4183 |