FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration Statement No. 333-184647
September 4, 2014
Linn Energy, LLC
Linn Energy Finance Corp.
$450,000,000 6.500% Senior Notes due 2019
$650,000,000 6.500% Senior Notes due 2021
September 4, 2014
| Pricing Supplement | ||||
| Pricing Supplement dated September 4, 2014 to the Preliminary Prospectus Supplement dated September 4, 2014 and the prospectus dated September 4, 2014 of Linn Energy, LLC and Linn Energy Finance Corp. (the Preliminary Prospectus Supplement and the Prospectus are together referred to as the “Preliminary Prospectus”). This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus. The information in this Pricing Supplement supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. This Pricing Supplement to the Preliminary Prospectus Supplement should be read together with the Preliminary Prospectus before making a decision in connection with an investment in the securities. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Prospectus.
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| 6.500% Senior Notes due 2019 |
6.500% Senior Notes due 2021 | |||
| Issuers |
Linn Energy, LLC and Linn Energy Finance Corp. | |||
| Title of Securities |
6.500% Senior Notes due 2019 (the “2019 Notes”). The 2019 Notes are being offered as additional notes under an indenture pursuant to which the Issuers issued $750,000,000 aggregate principal amount of 6.500% Senior Notes due 2019 on May 13, 2011 (the “Existing 2019 Notes”). The 2019 Notes will have identical terms to the Existing 2019 Notes, other than the issue date, and will constitute part of the same series and be fungible with the Existing 2019 Notes. | 6.500% Senior Notes due 2021 (the “2021 Notes”) | ||
| Aggregate Principal Amount |
$450,000,000 | $650,000,000 | ||
| Maturity Date |
May 15, 2019 | September 15, 2021 | ||
| Issue Price |
102.000%, plus accrued interest from May 15, 2014 | 98.619% | ||
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| Coupon |
6.500% | 6.500% | ||
| Yield to Maturity |
6.001% | 6.750% | ||
| Benchmark Treasury |
1.125% due May 31, 2019 | 2.000% due August 31, 2021 | ||
| Spread to Benchmark Treasury |
433 basis points | 461 basis points | ||
| Interest Payment Dates |
May 15 and November 15 of each year, beginning on November 15, 2014 |
March 15 and September 15 of each year, beginning on March 15, 2015 | ||
| Ratings* |
B1 (Moody’s)/ B (S&P) | |||
| Trade Date |
September 4, 2014 | |||
| Settlement Date |
September 9, 2014 (T+3) | |||
| Make-Whole Redemption |
Make-whole redemption at Treasury Rate + 50 basis points prior to May 15, 2015 |
Make-whole redemption at Treasury Rate + 50 basis points prior to September 15, 2017 | ||
| Optional Redemption |
On or after May 15, 2015 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on May 15 of the years indicated below:
Year Price 2015 103.250%
2016 101.625%
2017 and thereafter 100.000% |
On or after September 15, 2017 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 15 of the years indicated below:
Year Price 2017 103.250%
2018 101.625%
2019 and thereafter 100.000% | ||
| Equity Clawback |
No longer applicable | Up to 35% at 106.500% prior to September 15, 2017 | ||
| Change of Control |
101% plus accrued and unpaid interest | 101% plus accrued and unpaid interest | ||
| Joint Book-Running Managers |
Barclays Capital Inc. Scotia Capital (USA) Inc. RBC Capital Markets, LLC Wells Fargo Securities, LLC Citigroup Global Markets Inc. Crédit Agricole Corporate and Investment Bank Goldman, Sachs & Co. RBS Securities Inc. UBS Securities LLC | |||
| Senior Co-Managers |
BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. CIBC World Markets Corp. Deutsche Bank Securities Inc. DNB Markets, Inc. ING Financial Markets LLC SG Americas Securities, LLC SunTrust Robinson Humphrey, Inc. | |||
3
| Co-Managers |
ABN AMRO Securities (USA) LLC BNP Paribas Securities Corp. Comerica Securities, Inc. Fifth Third Securities, Inc. The Huntington Investment Company Mizuho Securities USA Inc. Natixis Securities Americas LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC | |||
| CUSIP / ISIN Numbers |
536022AK2 / US536022AK29 | 536022AL0 / US536022AL02 | ||
| Denominations | Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof | Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof | ||
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Additional Changes to the Preliminary Prospectus:
The aggregate principal amount of notes to be issued in the offering increased from the $1,000,000,000 specified in the Preliminary Prospectus to $1,100,000,000. As a result, all corresponding references in the Preliminary Prospectus relating to the aggregate principal amount of notes offered are hereby updated. In addition, the use of proceeds specified in the Preliminary Prospectus are updated as follows:
The net proceeds from the offering of the notes will be used to (i) repay all indebtedness outstanding under our Bridge Loan and (ii) repay $79.0 million of indebtedness outstanding under the revolving portion of our Amended Credit Facility.
This increase in proceeds means that we will not be required to use cash on hand to repay any indebtedness outstanding under our Bridge Loan.
At June 30, 2014, after giving effect to the Pro Forma Transactions, we would have had total borrowings of approximately $2.85 billion outstanding under our Amended Credit Facility, including our senior secured term loan.
This communication is intended for the sole use of the person to whom it is provided by us.
The Issuers have filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and other documents the Issuers and the Guarantors have filed with the SEC for more complete information about the Issuers, the Guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuers, any underwriter or any dealer participating in this offering will arrange to send you a copy of the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847.
Any disclaimers or notices that may appear on this Pricing Supplement below the text of this legend are not applicable to this Pricing Supplement and should be disregarded. Such disclaimers may have been electronically generated as a result of this Pricing Supplement having been sent via, or posted on, Bloomberg or another electronic mail system.