Edgar Filing: LINN ENERGY, INC.

Dated: July 26, 2018

LINN ENERGY, INC.

/s/ Candice J. Wells

Candice J. Wells

Senior Vice President, General Counsel and Corporate Secretary

8-K

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): July 26, 2018 (July 26, 2018)

LINN ENERGY, INC.

(Exact name of registrant specified in its charter)


Delaware	000-51719	83-1207960
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 Travis Street Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(281) 840-4000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

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):

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

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

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

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

As previously disclosed, Riviera Resources, LLC (“Riviera”), an indirect subsidiary of Linn Energy, Inc. (the “Company”), previously filed a Registration Statement on Form S-1 (File No. 333-225927), in connection with the Company’s planned distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Riviera’s corporate successor, to the holders of the Company’s Class A common stock, par value $0.001 per share, on a pro rata basis (as amended, the “Registration Statement”). The Registration Statement includes a prospectus that describes the distribution and provides information regarding the business and management of Riviera. The final prospectus is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As further described in the prospectus, the distribution is expected to occur at 5:00 p.m., Eastern time, on August 7, 2018.

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto) shall be deemed “furnished,” and shall not be deemed “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

Exhibit 99.1		Prospectus of Riviera Resources, Inc.

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.