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 1827, 2016 (October 1421, 2016)

LINNCO, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-35695	45-5166623
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
600 Travis, Suite 5100 Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

600 Travis, Suite 5100

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

(281) 840-4000

(Registrant’s telephone number, including area code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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.

Restructuring Support Agreement

On May 11, 2016 (the “Petition Date”), Linn Energy, LLC (“LINN Energy”), LinnCo, LLC, an affiliate of LINN Energy (the “Company”), certain of the LINN Energy’s direct and indirect subsidiaries (collectively with LINN Energy, 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”). The Debtors’ Chapter 11 cases are being administered jointly under the caption In re Linn Energy, LLC, et al., Case No. 16-60040 (the “Chapter 11 Cases”).

AsOn ~~previously disclosed, on~~ October 721, 2016 ~~(the “Effective Date”)~~, the LINN Debtors entered into athe ~~restructuring~~First ~~support agreement~~Amended ~~(the~~and “Restated Restructuring Support Agreement (the “Amended and Restated RSA”) with (i) certain holders of LINN Energy’s 12% Senior Secured Second Lien Notes due December 2020 (such notes, the “Second Lien Notes,” and such holders, the “Consenting Second Lien Noteholders”); ~~and~~ (ii) certain holders of LINN Energy’s unsecured notes (such notes, the “Unsecured Notes,” such holders of the Unsecured Notes, the “Consenting Unsecured Noteholders,” and together such Consenting Unsecured Noteholders with the Consenting Second Lien Noteholders, the “Consenting Noteholders”); and certain lenders (the “Consenting LINN Lenders,” and together with the Consenting Noteholders, the “Consenting Creditors”) under LINN Energy’s Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013 (the “LINN Credit Agreement”). The Amended and Restated RSA amends and restates that certain restructuring support agreement dated as of October 7, 2016 (the “Original RSA”), by and among the LINN Debtors and the Consenting Noteholders, which was previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 11, 2016. In addition, the Amended and Restated RSA replaces and supersedes that certain restructuring support agreement with certain of the Consenting LINN Lenders, dated as of May 10, 2016, with respect to the terms of the restructuring of the LINN Debtors, which was previously disclosed in a Current Report on Form 8-K filed with the Commission on May 11, 2016.

The ~~Restructuring~~Amended ~~Support~~and ~~Agreement~~Restated RSA sets forth, subject to certain conditions, the commitment of the LINN Debtors and ~~the~~ the Consenting ~~Noteholders~~Creditors to support a comprehensive restructuring of the LINN Debtors’ long-term debt (the “Restructuring”). The Restructuring will be effectuated through athe ~~joint~~Proposed ~~plan~~Joint ofChapter ~~reorganization~~11 ~~(the “~~Plan”) toof beReorganization of Linn ~~filed~~Energy, inLLC ~~the~~and ~~Company’s~~its ~~pending~~Debtor ~~Chapter~~Affiliates 11(the ~~Cases~~“Plan”) filed with the Court on October 21, 2016.

OnOther ~~October 14,~~than ~~2016,~~as provided below, the ~~Linn~~majority ~~Debtors~~of ~~and~~the ~~certain~~terms of the ~~Consenting~~ ~~Noteholders~~Amended ~~entered~~and ~~into~~Restated ~~the~~RSA ~~First~~are ~~Amendment~~substantially identical to ~~Restructuring~~those ~~Support~~set ~~Agreement~~forth (in the ~~“First~~Original ~~Amendment”),~~RSA. ~~which~~The ~~extended~~Amended ~~the~~and ~~date~~Restated byRSA ~~which~~includes ~~the~~limited ~~Linn~~changes ~~Debtors~~to ~~must~~the ~~file~~treatment ~~with~~of ~~the~~claims ~~Court~~under ~~(i)~~ the ~~Plan~~LINN ~~(or~~Credit ~~Plans~~Agreement, ~~if separate),~~including ~~(ii) the~~that ~~Disclosure~~such ~~Statement~~claims ~~(or~~will ~~Disclosure~~be ~~Statements,~~allowed ~~if separate, and~~ as ~~defined~~fully insecured ~~the~~claims ~~Restructuring~~under ~~Support Agreement); (iii)~~ the Plan ~~Solicitation~~and ~~Materials~~will ~~(as~~not ~~defined~~be insubject ~~the~~to ~~Restructuring~~off-set, ~~Support~~avoidance, ~~Agreement)~~recharacterization, ~~for~~recoupment, ~~the Plan (~~or ~~Plans, if~~subordination. ~~separate)~~Further, ~~and (iv)~~ the ~~motion~~Amended orand ~~motions~~Restated toRSA ~~approve~~provides that ~~certain~~holders ~~Backstop~~of ~~Commitment~~claims ~~Letter,~~under ~~dated~~the LINN asCredit ~~October 7,~~Agreement ~~2016~~will receive, ~~among~~as ~~LINN~~part ~~Energy and certain~~ of the ~~Consenting Noteholders~~Plan, ~~and~~ (i) a ~~long-form~~cash ~~backstop~~paydown ~~commitment~~equal ~~agreement from seven days~~ to ~~fourteen days following~~ the ~~Effective~~sum ~~Date~~ of ~~the~~(a) $500 ~~Restructuring~~million ~~Support~~from ~~Agreement.~~cash ~~The~~equity ~~First~~contributions ~~Amendment~~at ~~also extends~~ the ~~date~~closing byof ~~which~~ the ~~LINN~~take-back ~~Debtors~~debt ~~must~~facility, ~~obtain~~plus ~~Court~~(b) other ~~approval~~amounts offrom ~~the~~ LINN ~~Debtors~~’ ~~Disclosure Statement from~~s ~~December 6,~~cash ~~2016~~on tohand ~~December 9,~~(net ~~2016.~~of ~~The~~Chapter ~~First~~11 ~~Amendment~~and ~~also~~transaction ~~includes~~expenses) ~~certain~~consistent ~~changes~~with to the ~~Restructuring~~Plan ~~Support Agreement~~ and ~~Restructuring~~subject ~~Term~~to ~~Sheet~~anti-cash ~~(as~~hoarding ~~defined~~provisions in the ~~Restructuring Support Agreement) that will~~ take-back ~~effect~~debt ~~upon entry into the Restructuring Support Agreement by Consenting Lenders (as defined in the Restructuring Support Agreement) who collectively hold~~facility, ~~control, or have the ability to control in the aggregate more than sixty-six~~ and ~~two-thirds percent~~ (~~66-2/3%~~ii) a oftake-back ~~the~~debt ~~outstanding~~facility ~~principal~~on ~~amounts of~~ the ~~LINN~~terms ~~Debtors’ obligations under LINN Energy’s Sixth Amended~~ and ~~Restated~~conditions ~~Credit~~set ~~Agreement~~forth ~~dated~~in ~~April 24, 2013 (~~the ~~“LINN Credit Agreement”). These changes, among other~~ ~~things,~~Amended ~~clarify the treatment of claims under the LINN Credit Agreement~~ and ~~certain~~Restated ~~consent rights of the Consenting Lenders~~RSA.

The foregoing description of the ~~First~~Amended ~~Amendment~~and Restated RSA is only a summary, does not purport to be complete and is qualified in its entirety by reference to the ~~First~~Amended ~~Amendment~~and Restated RSA attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Fourth Amendment to Bank RSA

As previously disclosed, prior to the filing of the Bankruptcy Petitions, on May 10, 2016, the Debtors entered into a restructuring support agreement (the “Bank RSA”) with certain lenders (the “Consenting Creditors”) collectively holding or controlling at least 66.67% by aggregate outstanding principal amounts under (i) the LINN Credit Agreement and (ii) Berry’s Second Amended and Restated Credit Agreement, dated as of November 15, 2010 (the “Berry Credit Agreement”).

On October 14, 2016, the Debtors and the administrative agents under the LINN Credit Agreement and the Berry Credit Agreement entered into an amendment to the Bank RSA, the Fourth Amendment to Restructuring Support Agreement (the “Fourth Amendment”), which extended the date by which the Debtors must file with the Court the Plan (or Plans, if separate), the Plan Solicitation Materials (as defined in the Bank RSA) for the Plan (or Plans, if separate), and the motion or motions to approve the Disclosure Statement (or Disclosure Statements, if separate, and as defined in the Bank RSA) from 156 days to 163 days following the Petition Date.

The foregoing description of the Fourth Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit		Description
10.1		First ~~Amendment~~Amended toand Restated Restructuring Support Agreement, dated as of October 1421, 2016, by and among the Linn Debtors and the supporting parties thereto.
10.2		Fourth Amendment to Restructuring Support Agreement, dated as of October 14, 2016, by and among the Debtors and the supporting parties thereto.

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.

EXHIBIT INDEX

Exhibit		Description
10.1		First ~~Amendment~~Amended toand Restated Restructuring Support Agreement, dated as of October 1421, 2016, by and among the Linn Debtors and the supporting parties thereto.
10.2		Fourth Amendment to Restructuring Support Agreement, dated as of October 14, 2016, by and among the Debtors and the supporting parties thereto.

LINNCO, LLC

October 18, 2016

/s/ Candice J. Wells

October 27, 2016

/s/ Candice J. Wells

Candice J. Wells

Senior Vice President, General Counsel and Corporate Secretary

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