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LINN Energy Announces $1 Billion Equity Commitment From Quantum Energy Partners to Form Strategic Acquisition Alliance

HOUSTON, March 24, 2015 (GLOBE NEWSWIRE) -- LINN Energy, LLC (Nasdaq:LINE) ("LINN" or the "Company") and LinnCo, LLC (Nasdaq:LNCO) ("LinnCo") announced today that LINN has signed a non-binding letter of intent with private capital investor Quantum Energy Partners ("Quantum") to fund selected future oil and natural gas acquisitions and development on those acquired assets ("QL Energy I, LLC" or "AcqCo").



Alliance with Quantum

Subject to final documentation, Quantum has agreed to initially commit up to $1 billion of equity capital to fund acquisitions and development of oil and natural gas assets. LINN will have the ability to participate in all acquisition opportunities with a direct working interest ranging from 15 percent to 50 percent. AcqCo assets will be managed by LINN in exchange for a reimbursement of general and administrative expenses. Additionally, after certain investor return hurdles are met, LINN will have the ability to earn a promoted interest in AcqCo. Upon the sale of any assets within AcqCo, LINN will be given right of first offer to acquire those assets.

The $1 billion equity commitment, combined with the ability to leverage AcqCo and LINN's acquisition of a direct working interest, results in the potential to exceed $2.5 billion of acquisition and development funding from the AcqCo alliance. Furthermore, the agreement also provides for potential future commitments of equity capital from Quantum thereby increasing the ultimate size of AcqCo.

"LINN and Quantum have a long history of adding value together and we're pleased to be working with them again," said Mark E. Ellis, Chairman, President and Chief Executive Officer. "As the founding investor in LINN and a leading private capital provider to the energy sector that also participated in the formation of two other upstream MLPs, Quantum is uniquely qualified for this new acquisition alliance. Based in Houston, Quantum brings considerable size and scale to source and fund acquisitions, along with the flexibility and responsiveness to be very effective partners."

Strategic advantages expected for LINN:

  • Creates a "drop-down" entity in which assets can be purchased and harvested on an ongoing basis;
  • Allows participation in acquisitions outside of the conventional MLP asset profile;
  • Enhances ability to capture acquisition opportunities during distressed market conditions;
  • Provides potentially more accretion to cash flow per unit as a result of the promote structure;
  • Creates a long-term partnership with a private capital provider which is scalable and repeatable; and
  • Provides LINN with the dynamic ability to acquire and finance acquisitions at the most advantageous times.

The Board of Directors of AcqCo will be comprised of five Directors, with Quantum and its representatives retaining three seats and LINN having two seats. The partnership will be focused on conventional and unconventional resource development opportunities across the United States.

S. Wil VanLoh, Jr. and Dheeraj Verma of Quantum commented, "We are excited to partner with LINN again. We have always held the management team in high regard and feel that this strategic partnership will allow the Company to continue its trajectory of growth and value creation for its unitholders and shareholders while providing Quantum with a unique platform to acquire and exploit assets and generate strong risk-adjusted returns for our investors. We believe that energy companies looking to divest sizeable or complex assets in today's market have limited choices. Our partnership with LINN will truly create a new strategic buyer for these assets, one that has the capital resources and speed of a financial buyer but the operational expertise and workforce of a strategic acquirer."

Strategic advantages expected for Quantum and QL Energy I, LLC:

  • Opportunity to partner with a premier management team and company to acquire and develop assets of size;
  • Creates a well-funded entity, whose principals collectively have an exceptional track record of acquisition-driven value creation and growth;
  • Ability to leverage LINN's existing scale of operations and workforce across multiple basins in the United States; and
  • Creates a long-term partnership with the largest upstream MLP/LLC, with the ability to develop and then monetize mature assets efficiently over time.

Advisors

Jefferies LLC is acting as financial advisor to LINN for the AcqCo agreement. Latham & Watkins is providing legal advice to LINN while Vinson & Elkins is providing legal advice to Quantum for this transaction.

ABOUT LINN ENERGY

LINN Energy's mission is to acquire, develop and maximize cash flow from a growing portfolio of long-life oil and natural gas assets. LINN Energy is a top-20 U.S. independent oil and natural gas development company, with approximately 7.3 Tcfe of proved reserves in producing U.S. basins as of December 31, 2014. More information about LINN Energy is available at www.linnenergy.com.

ABOUT LINNCO

LinnCo was created to enhance LINN Energy's ability to raise additional equity capital to execute on its acquisition and growth strategy. LinnCo is a Delaware limited liability company that has elected to be taxed as a corporation for United States federal income tax purposes, and accordingly its shareholders will receive a Form 1099 in respect of any dividends paid by LinnCo. More information about LinnCo is available at www.linnco.com.

ABOUT QUANTUM ENERGY PARTNERS

Quantum Energy Partners is a leading provider of private equity capital to the global energy industry, having managed together with its affiliates, more than $9.7 billion in equity commitments since inception. For more information on Quantum, please visit www.quantumep.com.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release includes "forward-looking statements." All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to forward-looking statements about acquisitions, divestitures and trades, potential strategic alliances, timing and payment of distributions, and the expectations of plans, strategies, objectives and anticipated financial and operating results of the company, including the company's drilling program, production, hedging activities, capital expenditure levels and other guidance included in this press release. These statements are based on certain assumptions made by the company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to the company's financial performance and results, availability of sufficient cash flow to pay distributions and execute its business plan, prices and demand for oil, natural gas and natural gas liquids, the ability to replace reserves and efficiently develop current reserves and other important factors that could cause actual results to differ materially from those projected as described in the company's reports filed with the Securities and Exchange Commission. See "Risk Factors" in the company's Annual Report on Form 10-K and other public filings and press releases.

Any forward-looking statement speaks only as of the date on which such statement is made and the company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

CONTACT: LINN ENERGY, LLC Clay Jeansonne, Vice President - Investor Relations (281) 840-4193 Sarah Nordin, Public Relations & Media (713) 904-6605 QUANTUM ENERGY PARTNERS Michael Dalton, Managing Director - Investor Relations (713) 452-2000

Source:LINN Energy, LLC;LinnCo, LLC,Quantum Energy Partners