LINN Energy to Acquire Berry Petroleum for US$4.3 Billion – Acquisition to Increase LINN Energy’s Proved Reserves by 34% and Production by 30%

Pages: 8 Published: March 01, 2013 Report Code: GDGE0452MA

LINN Energy, LLC (LINN Energy) has agreed to acquire Berry Petroleum Company (Berry Petroleum) for a purchase consideration of US$4,300 MM, including the assumption of US$1,800 MM in debt or US$46.24 per share, in an all stock transaction. The transaction is expected to be tax-free for Berry’s shareholders. The offer price represents a premium of 19.8% to Berry’s closing price of US$38.59 on February 20, 2013 and a premium of 23.1% to Berry's one month average price at that date. Citigroup Global Market Inc. is acting as financial advisor to LinnCo. Latham & Watkins LLP is acting as legal advisor to LINN Energy and LinnCo. Credit Suisse Securities (USA) LLC is acting as financial advisor, while Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Berry Petroleum in the transaction. The transaction is expected to be completed by June 30, 2013, subject to the approval of the shareholders of Berry Petroleum and LinnCo and the unit holders of LINN Energy, as well as customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Scope

The report highlights the rationale behind LINN Energy's plan to acquire Berry Petroleum Company

The report also provides information on key assets and operations of Berry Petroleum Company.

Geography Covered- US

Reasons to Buy

To understand the strategic intent behind LINN Energy's planned acquisition of Berry Petroleum Company

To know about Berry Petroleum Company's assets and operations in the US

Table of Contents

1 Table of Contents 1

1.1 List of Tables 1

1.2 List of Figures 1

2 LINN Energy To Acquire Berry Petroleum For US$4.3 Billion 2

2.1 Deal Overview 2

2.2 Deal in Brief 2

2.3 The Acquisition of Berry Petroleum will Increase LINN Energy’s Proved Reserves by 34% 2

2.4 The Acquisition of Berry Petroleum will Enable LINN Energy to Expand its Geographic Presence in California, Texas and Utah 4

2.5 The Acquisition will Result in Increasing Value for Berry’s Shareholders 6

2.6 Deal Financials and Valuations 6

3 Appendix 8

3.1 Abbreviations 8

3.2 Sources 8

3.3 Methodology 9

3.4 Contact Us 10

3.5 Disclaimer 10

List of Tables

Table 1: LINN Energy, Asset Transactions, 2012 to Present 4

Table 2: Companies Involved 6

Table 3: Financials of the Deal 6

Table 4: Advisor Information 6

Table 5: Target Information 7

Table 6: Target’s Financial Information 7

Table 7: Share Price Information 7

Table 8: Company Valuation Multiples 7

Table 9: Target’s Production and Reserves Information 7

Table 10: Company Valuation Multiples 8

Table 11: Company Reserve Life Index 8

Table 12: Commodity Prices in US$, Last Close 8

Table 13: Acquirer Information 8

List of Figures

Figure 1: LINN Energy, Expected Change in Proved Reserves Due to the Acquisition of Berry Petroleum (bcfe), 2013 2

Figure 2: LINN Energy, Expected Change in Production Due to Acquisition of Berry Petroleum (mmcfd), 2013 3

Figure 3: Berry Petroleum, Distribution of Proved Reserves (%), 2012 4

Figure 4: Berry Petroleum, California Assets, 2013 5

Figure 5: Berry Petroleum, Permian Basin Assets, 2013 5

Figure 6: Berry Petroleum, Utah Assets, 2013 5

Figure 7: Berry Petroleum, Increase in Stock Price After Announcement of Acquisition,

February 7, 2013–March 6, 2013 6

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