Roan Resources Inc. (ROAN)

[andrius]

wow was doing some DD and came across this. http://files.shareholder.com/downloads/LINE/1771127700x0x889270/3AA043BC-7A18-4637-9F10-BF623829631B/S-4_FINAL_Slides_04_26_16_v3.pdf

So when LINEQ restructures its debt there will almost certainly be cancellation of debt income. The way it looks shareholders here could be liable for massive tax bill. So say there is a $1 billion CODI almost $3 per share worth of taxable income would get passed to LINEQ holders? 100,000 shares that are worth around $16,000 could end up in $300,000 taxable income even though you won't see a penny of the $300k? This is nuts, didn't realize this was a partnership and not your regular stock/corp.

It might take awhile for all this to sort through but a CODI event could happen at any time. Staying long here carries huge risk IMO, be careful. LNCOQ owns 70% of LINEQ and is taxed as corporation so it doesn't carry potentially huge tax liability. Looks like a much safer bet.

LinnCo, LLC (OTC:LNCOQ) (“LinnCo”) today announced that it has extended the subsequent offering period in connection with its offer to exchange each outstanding unit of LINN Energy, LLC (OTC:LINEQ) (“LINN”) for one LinnCo share (the “Exchange Offer”) upon the terms and conditions of the Prospectus/Offer to Exchange dated April 26, 2016 (as amended, the “Prospectus”), and the accompanying Amended and Restated Letter of Transmittal (the “Letter of Transmittal”).

The subsequent offering period for the Exchange Offer will now expire at 12:00 midnight (New York City time) on Thursday, June 30, 2016. American Stock Transfer & Trust Company (“AST”), the exchange agent for the Exchange Offer, has advised LinnCo that a total of approximately 12,066,714 LINN units have been tendered during the subsequent offering period, and LinnCo has promptly issued new LinnCo shares for all such tendered LINN units in accordance with the terms of the Exchange Offer. LinnCo now owns approximately 69% of LINN’s outstanding units.

LINN unitholders who validly tender their LINN units during the subsequent offering period will receive the same exchange ratio provided in the initial offering period of the Exchange Offer. Procedures for tendering LINN units during the subsequent offering period are the same as during the initial offering period, except that pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, LINN units validly tendered during the subsequent offering period will be accepted on a daily, “as tendered” basis and, accordingly, may not be withdrawn.

As previously announced, on May 11, 2016, LINN, LinnCo, certain of LINN’s direct and indirect subsidiaries (collectively with LINN, the “LINN Debtors”), and Berry Petroleum Company, LLC (“Berry” and, collectively with the LINN Debtors and LinnCo, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). On May 13, 2016, the Court approved and entered an order authorizing the Company to continue the Exchange Offer throughout the Debtors’ Chapter 11 proceedings. Any party not represented by counsel who would like to receive electronic notifications of filings with the Court may complete the appropriate Court-approved form, which can be obtained at the following address: http://www.txs.uscourts.gov/sites/txs/files/CRECFform.pdf. Copies of this form are also available on the website of LINN’s claims, noticing, and solicitation agent, Prime Clerk LLC, at https://cases.primeclerk.com/linn.

The purpose of the Exchange Offer is to permit holders of LINN units to maintain their economic interest in LINN through LinnCo, an entity that is taxed as a corporation rather than a partnership, which may allow LINN unitholders to avoid future allocations of taxable income and loss, including cancellation of debt income (“CODI”), that could result from future debt restructurings or other strategic transactions by LINN. In general, CODI will be allocated to persons who are deemed to hold the LINN units when the events giving rise to such CODI occur. The filing of the Bankruptcy Petitions under Chapter 11 of the Bankruptcy Code does not itself cause LINN to recognize CODI; however, it is likely that the final resolution of a bankruptcy plan would cause LINN to recognize an amount of CODI, which may be substantial.