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~~January 2730, ~~2016~~2017, (~~October~~January 2127, ~~2016~~2017)

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
600 Travis 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 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement.~~Receivership

On May 11, 2016 ~~(the “Petition Date”)~~, Linn Energy, LLC (“LINN Energy”), LinnCo, LLC (the “Company”), an affiliate of LINN Energy ~~(the “Company”)~~, and 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~~Energy, 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”).

On ~~October~~January 2127, ~~2016,~~ 2017, the ~~LINN~~Court ~~Debtors~~ entered ~~into~~ the ~~First~~Order ~~Amended~~Confirming ~~and Restated Restructuring Support Agreement~~ (~~the “~~I) Amended ~~and~~Joint ~~Restated~~Chapter ~~RSA”)~~11 ~~with~~Plan ~~(i) certain~~of ~~holders~~Reorganization of ~~LINN~~Linn Energy~~’s 12% Senior Secured Second Lien Notes due December 2020 (such notes~~, ~~the~~LLC ~~“Second Lien Notes,”~~ and ~~such~~its ~~holders,~~Debtor ~~the~~Affiliates ~~“Consenting~~Other ~~Second~~Than ~~Lien~~Linn ~~Noteholders”);~~Acquisition ~~(ii) certain holders of LINN Energy’s unsecured notes (such notes~~Company, ~~the~~LLC ~~“Unsecured Notes,” such holders of the Unsecured Notes, the “Consenting Unsecured Noteholders,”~~ and ~~together~~Berry ~~such~~Petroleum ~~Consenting Unsecured Noteholders with the Consenting Second Lien Noteholders~~Company, ~~the~~LLC ~~“Consenting Noteholders”);~~ and ~~certain lenders~~ (~~the “Consenting LINN Lenders,” and together with the Consenting Noteholders, the “Consenting Creditors”~~II) ~~under LINN Energy’s Sixth~~ Amended ~~and~~Joint Chapter ~~Restated~~11 ~~Credit~~Plan ~~Agreement,~~of ~~dated~~Reorganization as of ~~April 24,~~Linn ~~2013~~Acquisition ~~(the~~Company, ~~“LINN~~LLC ~~Credit Agreement”). The Amended~~ and ~~Restated~~Berry ~~RSA~~Petroleum ~~amends and restates that certain restructuring support agreement dated as of October 7~~Company, ~~2016~~LLC (the “~~Original~~Confirmation ~~RSA~~Order”), ~~by and among the LINN Debtors and the Consenting Noteholders,~~ which ~~was~~approved ~~previously disclosed in a Current Report on Form 8-K filed with the Securities~~ and ~~Exchange~~confirmed ~~Commission (~~the ~~“Commission”) on October 11, 2016. In addition, the~~ Amended ~~and~~Joint ~~Restated~~Chapter ~~RSA~~11 ~~replaces~~Plan ~~and supersedes that certain restructuring support agreement with certain~~ of ~~the~~Reorganization ~~Consenting LINN Lenders, dated as~~ of ~~May 10,~~Linn ~~2016~~Energy, ~~with~~LLC ~~respect~~and Its toDebtor ~~the~~Affiliates ~~terms~~Other ofThan ~~the~~Linn ~~restructuring~~Acquisition ~~of the LINN Debtors~~Company, ~~which~~LLC ~~was~~and ~~previously~~Berry ~~disclosed~~Petroleum inCompany, aLLC ~~Current Report on Form 8-K filed with~~ (the ~~Commission on May 11, 2016~~“Plan”).

The Debtors ~~Amended~~expect ~~and~~that ~~Restated~~the ~~RSA~~effective ~~sets~~date ~~forth,~~of ~~subject~~the toPlan ~~certain~~will ~~conditions,~~occur ~~the~~as ~~commitment~~soon ofas ~~the~~all ~~LINN~~conditions ~~Debtors~~precedent ~~and~~to the ~~Consenting~~ ~~Creditors~~Plan tohave ~~support~~been asatisfied ~~comprehensive~~(defined ~~restructuring~~in of the ~~LINN~~Plan ~~Debtors’~~as ~~long-term debt (~~the “~~Restructuring~~Effective Date”). ~~The~~Although ~~Restructuring~~the ~~will~~Debtors beare ~~effectuated~~targeting ~~through~~occurrence of the ~~Proposed~~Effective Date ~~Joint~~within ~~Chapter~~the 11next ~~Plan~~30 ofdays, ~~Reorganization~~the ofDebtors ~~Linn Energy,~~can ~~LLC~~make ~~and~~no ~~its~~assurances ~~Debtor~~as ~~Affiliates~~to (when, or ultimately if, the “Plan”) ~~filed~~will ~~with~~become ~~the~~effective. ~~Court~~It onis ~~October 21,~~also ~~2016~~possible that technical amendments could be made to the Plan.

~~Other~~The ~~than~~following asis ~~provided~~a ~~below, the~~summary ~~majority~~ of the material terms of the ~~Amended and Restated RSA are substantially identical to those set forth in the Original RSA~~Plan. ~~The~~This ~~Amended~~summary ~~and~~highlights ~~Restated~~only ~~RSA~~certain ~~includes~~substantive ~~limited~~provisions ~~changes to the treatment~~ of ~~claims under~~ the ~~LINN Credit Agreement, including that such claims will be allowed as fully secured claims under the~~ Plan and ~~will~~ is not beintended ~~subject~~ to ~~off-set,~~be ~~avoidance,~~a ~~recharacterization,~~complete ~~recoupment,~~description ~~or subordination. Further, the Amended and Restated RSA provides that holders~~ of ~~claims under~~ the ~~LINN~~ ~~Credit~~Plan. ~~Agreement~~This ~~will~~summary ~~receive,~~is asqualified ~~part~~in ofits ~~the~~entirety ~~Plan,~~by ~~(i) a~~reference ~~cash paydown equal~~ to the ~~sum~~full oftext ~~(a) $500 million from cash equity contributions at the closing~~ of the ~~take-back debt facility, plus (b) other amounts from LINN’s cash on hand (net of Chapter 11 and transaction expenses) consistent with the~~ Plan and ~~subject to anti-cash hoarding provisions in~~ the ~~take-back~~Confirmation ~~debt facility~~Order, ~~and~~which ~~(ii) a~~are ~~take-back~~attached ~~debt~~hereto ~~facility~~as onExhibits ~~the~~2.1 ~~terms~~ and ~~conditions~~99.1, ~~set~~respectively, ~~forth~~and ~~in the~~incorporated ~~Amended~~by ~~and~~reference ~~Restated RSA~~herein.

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

~~Item~~The 9Plan contemplates a restructuring of the Debtors through (a) rights offerings in the aggregate amount of $530 million backstopped by certain of the creditors (collectively, the “LINN Rights Offerings”) and open to all holders of allowed LINN Second Lien Notes Claims (as defined in the Plan) and all holders of allowed LINN Unsecured Notes Claims (as defined in the Plan); (b) a full recovery for the LINN Lenders (as defined in the Plan) consisting of (i) a $500 million cash payment from the proceeds of the LINN Rights Offerings and other cash payments from existing cash on hand, (ii) an exit facility in the aggregate amount of $1.017 ~~Financial~~billion ~~Statements~~(the “LINN Exit Facility”), or (iii) non-conforming term notes issued to those LINN Lenders who elect not to participate in the LINN Exit Facility; (c) the issuance of common stock in reorganized LINN Energy (a new entity, the form of which shall be determined on or before the Effective Date) to holders of the LINN Second Lien Notes Claims and ~~Exhibits~~the LINN Unsecured Notes Claims; (d) the right to participate in the LINN Rights Offerings for eligible holders of LINN Second Lien Notes Claims and LINN Unsecured Notes Claims; (e) a pro rata cash payment of $30 million to LINN Second Lien Noteholders (as defined in the Plan); (f) a full recovery for holders of Allowed LINN Convenience Class Claims (as defined in the Plan) and holders of LINN Allowed General Unsecured Claims (as defined in the Plan) who elect to reduce their LINN Allowed General Unsecured Claims (as defined in the Plan) to $2,500; and (h) a pro rata cash distribution from the LINN GUC Cash Distribution Pool (as defined in the Plan) to the holders of Allowed LINN General Unsecured Claims.

Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in full satisfaction of all claims against and interests in the Debtors, which will be discharged on the Effective Date. All of the Company’s existing equity will be extinguished by the Plan.

Additional information regarding the classification and treatment of claims and interests can be found in Article IV of the Plan.

Capital Structure

Pursuant to the Plan, each of the Company’s common shares outstanding immediately before the Effective Date will be cancelled and of no further force or effect after the Effective Date. As of October 31, 2016, there were 251,644,889 common shares outstanding. Under the Plan, the Company will be wound down and liquidated.

Settlement, Releases and Exculpations

The Plan incorporates an integrated compromise and settlement of claims to achieve a beneficial and efficient resolution of the Chapter 11 Cases. Unless otherwise specified, the settlement, distributions, and other benefits provided under the Plan, including the releases and exculpation provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted.

The Plan provides releases and exculpations for the benefit of the Debtors, certain of the Debtors’ claimholders, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in Article VIII of the Plan.

Certain Information Regarding Assets and Liabilities of the Company

Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed with the Securities and Exchange Commission on November 3, 2016.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit		Description
10.1		First Amended and Restated Restructuring Support Agreement, dated as of October 21, 2016, by and among the Linn Debtors and the supporting parties thereto.
2.1		Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC
99.1		Order Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (II) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC

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.

	LINNCO, LLC	~~LINNCO, LLC~~
October 27, 2016		By:	/s/ Candice J. Wells
January 30, 2017	By:	/s/ Candice J. Wells
		Candice J. Wells	~~Candice J. Wells~~
		Senior Vice President, General Counsel and Corporate Secretary	~~Senior Vice President, General Counsel and Corporate Secretary~~

EXHIBIT INDEX

Exhibit		Description
10.1		First Amended and Restated Restructuring Support Agreement, dated as of October 21, 2016, by and among the Linn Debtors and the supporting parties thereto.
2.1		Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC
99.1		Order Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (II) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC

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