The Deal: Berry Share Moves Reveal Potential Upside in Linn Deal

NEW YORK ( The Deal) -- Shares of Berry Petroleum ( BRY) continue to find fundamental support well above their value in the merger with Linn Energy ( LINE) and LinnCo, which could present an opportunity if the deal is completed.

Denver-based Berry Petroleum entered a stock swap in February with oil and gas developer Linn Energy that exchanges 1.25 shares of its affiliate LinnCo for each share of Berry. Berry is an oil and gas exploration and development company with assets from California to Texas. LinnCo is a limited partnership holding units of Linn Energy.

The deal, which was expected to close following shareholder and unitholder votes of all three entities during the third quarter, has been stalled by a Securities and Exchange Commission inquiry into Linn Energy's accounting. On July 1, Linn Energy and LinnCo, both based in Houston, said the Securities and Exchange Commission staff in Fort Worth, Texas started an inquiry and requested the preservation of documents relevant to the Berry merger and Linn Energy's use of non-GAAP financial measures and hedging strategy.

The buyer had been under some analyst scrutiny for its practices in the way it was accounting for derivatives purchases as well as its accounting for maintenance capital expenditures and its affect on the company's distributable cash flow. But other analysts and Leon Cooperman's Omega Advisors, a Linn Energy shareholder, have expressed confidence that the company's financial reporting is sound.

Linn Energy announced its regular monthly distribution of $0.2416 per unit, or $2.90 per unit on an annualized basis on Aug. 1.

The proxy for the deal, in any case, has been held up at the SEC and a date for the votes remains uncertain. The deal is unlikely to move forward without clarity on the SEC inquiry and SEC probes can take months until completion.

Meanwhile, Berry shares have shown considerable resilience while Linn Energy and LinnCo have suffered from the uncertainty of the accounting issue. When the deal was announced, the exchange ratio of 1.25 LinnCo shares valued Berry at about $46.24 per share. When the SEC investigation was announced, Linn Energy shares dropped from about $33 to $23 and currently trade at about $26. LinnCo shares fell in tandem from roughly $37 to $27 and traded Tuesday at $29.50, which valued Berry at $36.88.

But Berry shares through July continued to find support at about $40 and in recent days have traded up to nearly $42, nearly $5 over their value in the transaction. So, clearly, Berry shares are trading independent of the deal and have no downside related to the findings of the SEC. But if the SEC inquiry is closed without finding problems in Linn Energy's accounting and Linn Energy shares regain their prior valuation and the deal closes, Berry would see some upside.

The deal has an Oct. 31 termination date that under some circumstances can be extended to Jan. 31, 2014.

Berry will announce earnings Wednesday, Aug. 7, but does not intend to hold a conference call.Linn Energy announces earnings Aug. 8 and will hold a call.

Written by Scott Stuart.

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