Filed by Linnco, LLC and Linn Energy, LLC Commission File Nos
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Filed by LinnCo, LLC and Linn Energy, LLC Commission File Nos. 001-35695 and 000-51719 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Berry Petroleum Company Commission File No. 001-09735 a different kind of oil & natural gas company LINNCOLINN Energy HowardNASDAQ:LINE Weil • NASDAQ:LNCO March41st Annual 17 - 21, Ener 2013gy Conference Forward-Looking Statements and Risk Factors lookingStatements statements. made in Thesethese presentation statements are slides based and on by certain representatives assumptions of LINNand expectations Energy, LLC made and byLinnCo, the Company LLC (collectively which reflect the management’ “Company”) sduring experience, the course estimates of this and presentation perception that of historical are not historical trends, current facts are conditions, forward- factorsanticipated believed future to developments, be appropriate. potential Such statements for reserves are andsubject drilling, to a number completion of assumptions, of current and risks future and acquisitions,uncertainties, future many distributions, of which are futurebeyond growth, the control benefits of the of Companyacquisitions,, which future may competitive cause actual position results and to difotherfer accessmaterially to capital from thosemarkets, implied availability or anticipated of sufficient in the cashforward-looking flow to pay distributionsstatements. These and execute include our risks business relating plan, to financial prices and performance demand for and natural results, gas, indebtedness oil and natural under gas LINN liquids, Ener LINNgy’s Enercreditgy’ facilitys ability and to Seniorreplace Notes, reserves thatand efcouldficiently cause develop actual resultsLINN Enerto difgy’fers materiallycurrent reserves, from those LINN anticipated Energy’s abilityor implied to make in the acquisitions forward-looking on economically statements. acceptable See “Risk terms,Factors” regulation, in LINN availabilityEnergy’s 2012 of connectionsAnnual Report and on equipment Form 10-K and and other any important other public factors 2013,filings. except We undertake otherwise no noted. obligation to publicly update any forward-looking statements, whether as a result of new information or future events. The market data in this presentation has been prepared as of February 22, LINNa different Ener kindgy’s ofmission oil & isnatural to acquire, gas company develop and maximize cash flow from a growing portfolio of long-life oil and natural gas assets. NASDAQ:LINELINN Energy • NASDAQ:LNCO LINN EnerOverviewgy 7thNASDAQ:LINE largest public •MLP/LLC NASDAQ:LNCO and 11th largest domestic independent oil & natural gas company(1) EquityLINE IPO market in 2006 cap $1with1.8 enterprise billion value of ~$713 million EnterpriseTotal net debt value $7.7 $19.5 billion billion(1) ~6.4Large, T cfelong-life total proved diversified reserves reserve base(1) 54%62% oilproved and NGLsdeveloped / 46% natural gas ~19,000~16 year grossreserve-life productive index oil and natural gas wells(2) (1)Note: Pro Market forma datafor pending as of February Berry transaction. 22, 2013 (LINE and LNCO closing price of $38.49 and $39.27, respectively). All operational and reserve data as of December 31, 2012, pro forma for pending Berry transaction. California(2) Well count does not include ~2,500 royalty interest wells. UintaCA Basin WYND COUT KSPiceance Basin OKNM MIIL TXEast Texas LACorporate Headquarters (Houston) LINNPermian Operations Basin 4Berry Operations Overview of Berry Petroleum LINNHigh Quality Energy Oil Portfolio ProvedNASDAQ:LINE Reserves • NASDAQ:LNCO NGLs~1.65 T7%cfe OilNatural 67% Gas 26% ~40Q4’12 Mboe/d Production (MBoe/d) UintaEast TX 7.5 and Piceance 5.0 PermianCalifornia 8.0 19.1 UintaBerry BasinAsset Map CAPiceance Basin COUT CaliforniaCorporate Headquarters (Denver) EastPermian Texas BerryTX Operations NaturalOil Gas 5Source: Berry Petroleum’s Q4’12 operations press release. Pending Berry Transaction Highlights NASDAQ:LINELINN Energy • NASDAQ: LNCO StructureFirst ever allowsacquisition for: of a public C-Corp by an upstream LLC or MLP LINNTax free to transactionacquire Berry to Berry(C-Corp) shareholders and convert it into an LLC with no immediate payment of tax HighlyFinancial accretive Highlights to distributable cash flow per unit, ~$0.40 per unit (first full year) ImmediatePlan to recommend 2% increase an increase to LNCO to shareholdersLINE’s distribution for Q1’13 of 6.2%to $2.90 for Q3’13per unit to $3.08 per unit (on an annualized basis) AccretionPlan to recommend expected toan increaseincrease into subsequentLNCO’s dividend years of 8.5% for Q3’13 to $3.08 per unit (on an annualized basis), including the 2% increase in Q1’13 6All stock consideration and greatly increased size result in significantly improved debt metrics LINNPending Ener Berrygy Transaction Highlights OperationalNASDAQ:LINE Highlights • NASDAQ:LNCO (1) ~15%Berry’ sdecline long-life, rate low-decline, mature assets are an excellent fit IncreasesIncreased LINN’geographics production presence by in ~240 California, MMcfe/d, the Permianor 30% Basin, East Texas, and the Rockies, as well as the addition of a new core area in the Uinta Basin oIncreases Berry’s reservesLINN’s liquidsare ~75% reserves liquids to ~54%, pro forma as of December 31, 2012 Berry’Increasess probable LINN’s and proved possible reserves reserves by ~1.65 total T~3.8cfe, Torcfe 34% 7(1) Reserve estimates for pending Berry transaction based solely on data provided by seller. Hugoton Field Acquisition From BP NASDAQ:LINELINN Energy • NASDAQ:LNCO Liquids-RichOn March 30, 2012, LINN closed a $1.2 billion (1) acquisition in the liquids-rich Kansas Hugoton Field from BP. 37%Liquids-rich NGLs / production63% natural of gas ~110 MMcfe/d Low-declineExcellent MLP rate Asset of ~7% ProvedReserve reserves life of ~18 of ~730years Bcfe, with 81% PDP ~800Platform future For drilling Growth locations on >600,000 contiguous net acres 100%~500 identified ownership recompletion of Jayhawk Gasopportunities Processing in Plantthe Chase formation Strategic-FitSignificant excess With LINN’capacity;s Business currently Model 41% utilized LittleImmediately requirement accretive for capitalto DCF investment / unit(2) FinneySteady stream of predictable cash flow KansasHamilton Kearny JayhawkStanton Grant Gas Plant Haskell AcquisitionMorton Stevens Acreage Seward OKKS (1)TX Based on total consideration. 8(2) Distributable cash flow per unit. Jonah Field Acquisition From BP NASDAQ:LINELINN Energy • NASDAQ:LNCO StrategicOn July 31, Rationale 2012, LINN closed a $1.0 billion (1) acquisition in Wyoming’s Jonah Field from BP. Long-life,Significant low-decline operated entry natural into gasthe assetGreen River Basin ~1.2Significant Tcfe of future identified drilling resource inventory potential from ~650 future drilling locations ImmediatelyHedged ~100% accretive of net expectedto DCF/unit oil and natural gas production through 2017 ProductionAsset Overview of ~145 MMcfe/d Low-decline55% operated rate by productionof ~14% 73%Proved natural reserves gas, of 23% approximately NGL and 4% 730 oil Bcfe (56% PDP) Park~750 Sheridangross wells on >12,500 net acres WCampbellyoming CrookWeston Big Horn JonahWashakie Teton JohnsonHot Springs Salt Creek SubletteNatrona NiobraraLincoln ConverseFremont GoshenPlatte UintaCarbon OilSweetwater Fields SubletteNatural Gas County Fields FieldAcquisition Area Acreage 9(1) Based on total consideration. Anadarko Salt Creek Joint-Venture NASDAQ:LINELINN Energy • NASDAQ:LNCO StrategicOn April Rationale3, 2012, LINN acquired 23% of Anadarko’s (“APC”) interest in the Salt Creek Field, one of the largest CO2 EOR projects in North America. ExpectUnique, steady high growth production asset growth with low for decline ~10 years rate PotentialExpect to to greatly transfer benefit enhanced from oilAPC’ recoverys extensive (“EOR”) CO2 technology experience to LINN’s existing asset base AssetImmediately Overview accretive to DCF/unit $400Expect million to invest of APC’~$600s developmentmillion over thecosts next 3-6 years Net$200 production million net ~1,600 to LINN’ BOPDs interest (first 12 months)(1) Low-declineExpect to double rate netof <7% production and reserve by 2016 life of ~28 years ParkEstimated Sheridan ~1 billion gross barrels of oil remaining in place CrookCampbell WBigyoming Horn SaltTeton Creek Westonashakie JohnsonHot Springs FremontNatrona LincolnSublette ConverseNiobrara LaBarEXXONge Platte Goshen CarbonField CreekEXXON Plant Shute UintaAll OilSweetwater Fields CO2Natural Pipelines Gas Fields PipelinesNatural Gas 100,000Barrels Oil per Day 1,00010,000 19.9%Primary 24.4% Secondary 9.9% Tertiary Y1910ear 1930 1950 1970 1990 2010 10(1) LINN Energy, LLC estimates. LINNGrowth Ener Throughgy Accretive Acquisitions ~$14NASDAQ:LINE billion in acquisitions • NASDAQ:LNCO since the Company’s inception V¡ Includesalue of Acquisitions 58 separate Pertransactions(1) Year (1) $14,000($’s in millions) $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $0 $1,367$52 $78 $6,880 $202 $654$1,513 $452 $9,730 $3,281 $2,850 $2,627 $14,069 $3,882 $4,339 $601 $4,000 $5,367 2013TD(2)2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 AcquisitionsCumulative Acquisitions Completed In Year (1)C-Corp Includes Acquisition 15 acquisitions comprising the Appalachian Basin properties sold in July 2008. 1(2)1 Represents the implied transaction value for Berry as of February 20, 2013. LINN EnerHas Createdgy an Acquisition