© 2013 The Texas Lawbook.
By Natalie Posgate
Staff Writer for The Texas Lawbook
(November 5) – Houston-based LINN Energy, LLC and LinnCo, LLC have amended their merger agreement with Denver-based Berry Petroleum Company, raising the value of the deal to approximately $4.9 billion.
The transaction, originally announced in February, will result in LinnCo acquiring all outstanding shares of Berry. It marks the first time ever for a public C-Corp to be acquired by an upstream LLC or MLP.
The deal value raise comes from the amendment in the exchange ratio that each outstanding share of Berry common stock would receive in the merger from 1.25 to 1.68.
The parties have also agreed to extend the end date to January 31, 2014. Originally, the deal was announced to close by June 30.
Mounds of Texas lawyers are involved in the deal and come from Latham & Watkins, Locke Lord, Akin Gump and Vinson & Elkins.
Prominent New York firm Wachtell, Lipton, Rosen & Katz is advising Berry in the transaction. Credit Suisse Securities (USA) LLC is Berry’s financial advisor.
Lawyers involved in the deal declined to comment on why the companies decided to raise the deal value. However, Reuters quoted a note Wells Fargo securities analysts wrote to clients explaining that LinnCo’s current trading levels did not provide sufficient valuation for Berry under the old deal terms.
Latham is representing LINN and LinnCo, with Houston partners Michael Dillard and Sean Wheeler as the lead attorneys. Others involved from Latham’s Houston office include partners Divakar Gupta and Tim Fenn and associates Christopher Little, Jesse Myers, Enoch Varner, Jaime Petenko, Matthew Dominy and Michael Fisherman.
Akin Gump is representing the conflicts committee of the LINN Energy board of directors, with Houston partners Chris LaFollette, John Goodgame and Thomas Weir as the lead attorneys.
Locke Lord is the counsel for the conflicts committee of LinnCo’s board of directors, with Dallas office managing partner Don Glendenning as the lead attorney. Associates David Lange and Kevin Satter are assisting Glendenning on the corporate end. Dallas partners Chris Allison and Andrew Betaque and associate Danielle Olson are assisting with tax matters in the transaction.
Citigroup Global Market Inc. is serving as LINN Energy and LinnCo’s financial advisor and is receiving legal representation from Vinson & Elkins’ Houston office. M&A partner Steve Gill is leading the V&E team, with assistance from associates Kai Haakon Liekefett, Mark Wang, Lela Brodsky and Leonard Wood.
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