UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 15, 2008 (October 9,
2008)
LINN
ENERGY, LLC
(Exact
name of registrant as specified in its charters)
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Delaware
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000-51719
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65-1177591
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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600
Travis, Suite 5100
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Houston,
Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (281) 840-4000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material
Definitive Agreement.
Purchase
Agreement
On
October 9, 2008, Linn Energy, LLC (the “Company”) and certain
of its wholly-owned subsidiaries entered into a definitive asset purchase and
sale agreement to sell the Company’s deep rights in certain Oklahoma acreage,
which includes the Woodford Shale interval (the “Disposition”), for cash
consideration of $229 million, subject to closing adjustments. The
Disposition includes no producing reserves and the Company will retain the
rights to the shallow portion of this acreage. The Company anticipates closing
during the fourth quarter 2008, subject to closing conditions. There can be no
assurance that all of the conditions to closing the Disposition will be
satisfied. Pro forma for the Disposition, the Company expects to have
available capacity of over $600 million, including cash on its balance
sheet.
A copy of
the press release announcing the Disposition is attached to this Report as
Exhibit 99.1 and is incorporated into this Item 1.01 by
reference. The purchase and sale agreement for the Disposition will
be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
period ended September 30, 2008.
Item
8.01. Other Events.
Unit
Repurchase Program
On
October 9, 2008, the Company announced that its Board of Directors authorized
the repurchase of up to $100 million of the Company’s outstanding units from
time to time at management’s discretion and in accordance with applicable
securities laws and other legal requirements.
A copy of
the press release announcing the unit repurchase program is attached as Exhibit
99.2 to this Current Report and is incorporated into this Item 8.01 by
reference.
Item 9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
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99.1
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Press
Release of Linn Energy, LLC dated October 9, 2008.
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99.2
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Press
Release of Linn Energy, LLC dated October 9,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LINN
ENERGY, LLC
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Date:
October 15, 2008
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By:
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/s/ CHARLENE A. RIPLEY
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Charlene
A. Ripley
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Senior
Vice President, General Counsel and
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Corporate
Secretary
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