REORGANIZATION
We were incorporated under the laws of the State of Delaware in September 2018, for the purpose of facilitating a reorganization and to become a holding company of Roan LLC. Our only assets are equity interests in our subsidiaries. Prior to the reorganization, we had not engaged in any business or other activities except in connection with our formation and we had no previous operations, assets or liabilities.
Roan LLC, our predecessor, was formed as a Delaware limited liability company in May 2017 as joint venture between Old Linn and Citizen and began operations in August 2017, upon the close of the Contribution. Following these transactions, Citizen’s equity interest in Roan LLC was held through its wholly owned subsidiary, Roan Holdings).
In the third quarter of 2018, Old Linn and certain of its subsidiaries undertook an internal reorganization, pursuant to which:
| (i) | on July 25, 2018, Old Linn merged with and into Linn Merger Sub #1, LLC (“Riviera Merger Sub”), a wholly owned subsidiary of New Linn, with Riviera Merger Sub surviving such merger, and all outstanding shares of Class A common stock of Old Linn were automatically converted into shares of Class A common stock of New Linn on aone-for-one basis; |
| | The sole voting share that is entitled(ii) | on July 25, 2018, New Linn caused certain of its subsidiaries to voteeffect a distribution of its indirect 50% equity interest in Roan LLC to elect our board of directors is ownedbe held directly by LINN. |
New Linn;
Issuance of additional shares
| No approval right. |
Creation of additional classes of shares
| Majority of outstanding shares and a majority of our voting share(s), voting as separate classes. |
Amendment, alteration, repeal or waiver of any
provision of our limited liability company
agreement
| Majority of outstanding shares and a majority of our voting share(s), voting as separate classes, for certain amendments as described in “—Amendments.” |
| | Certain amendments will not be considered material and may be made by our board of directors without the approval of our shareholders, as described in “—Amendments.”(iii) |
Amendment, alteration, repeal or waiver of any
provisionon August 7, 2018, New Linn contributed to its wholly owned subsidiary, Riviera, all of the Omnibus Agreement
| Majority of outstanding shares and a majority of our voting share(s), voting as separate classes, if such amendment materially adversely affects the preferences or rights of our shareholders (as determinedmembership interests in the sole discretion of our board of directors).Riviera Merger Sub; and |
| | Certain amendments(iv) | on August 7, 2018, New Linn completed thespin-off of Riviera by distributing to the Omnibus Agreement will not be considered materialLegacy Linn Stockholders all of the issued and may be made by our boardoutstanding common stock of directors without the approval of our shareholders, including amendments:Riviera on a pro rata basis. |
| • | | to effect the intent of the provisions of the Omnibus Agreement;
| |
| • | | to facilitate the ability of our shareholders to obtain the benefits of, or otherwise facilitate the consummation of, a Terminal Transaction;
| |
| • | | to reflect any change in circumstances as a result of certain non-cash mergers involving LINN; or
| |
| • | | that our board of directors determines in its sole discretion will not have a material adverse effect on the preferences or rights associated with the shares.
| |
Merger of LinnCo or the sale of all or substantially all of its assets
| Majority of outstanding shares and a majority of our voting share(s), voting as separate classes. |
Dissolution of LinnCo (other than in connection with a Terminal Transaction)
| Majority of outstanding shares and a majority of our voting share(s), voting as separate classes. |
LINN will not be prohibited from exercising any voting rights with respect to any shares it may own.
Fiduciary Duties
Our limited liability company agreement has modified, waived and limited fiduciary duties of our directors and officers that would otherwise apply at law or in equity and replaced such duties with a contractual duty requiring our directors and officers to act in good faith. For purposes of our limited liability company agreement, a person shall be deemed to have acted in good faith if the action or omission of action was taken with the belief that it was in, or not opposed to, the best interests of LinnCo. In addition, any action or omission of action shall be deemed to be in, or not opposed to, the best interests of LinnCo and our shareholders if such action or omission of action would be in, or not opposed to, the best interest of LINN and all its unitholders, taken together.
In taking (or refraining from taking) any action or making any recommendation to our shareholders, our directors, in determining whether such action or recommendation is in the best interest of LinnCo and our shareholders, will be permitted, but not required, to take into account the totality of the relationship between LINN and LinnCo. Accordingly, any actions taken by our board will be deemed to be in good faith and in or not opposed to the best interest of LinnCo and our shareholders if such actions would be in the best interest of LINN and all of its unitholders, taken together. In addition, when acting in their individual capacities or as officers or directors of LINN or any other entity, our directors will not be obligated to take into account the interests of LinnCo or our shareholders when taking (or refraining from taking) any action or making any recommendation.
Our limited liability company agreement permits affiliates of our directors to engage in other business interests or activities in preference to or to the exclusion of us and to engage in business interests that directly compete with us, provided that the affiliate does not engage in such competing businesses as“Riviera Separation.” As a result of the Riviera Separation, Riviera held, directly or using confidential information provided by or on behalf of us to such director. Additionally, our directors do not have any contractual obligation or express or implied legal duty to present business opportunities to us that become available to their affiliates, and neither we nor any of our shareholders have any rights in any business ventures of a director, and the pursuit of any such ventures, even if in competition with us, are not a breach of any duty of such director otherwise existing at law, in equity or otherwise.
Agreement to be Bound by Limited Liability Company Agreement; Power of Attorney
By purchasing one of our shares, you will be admitted as a shareholder of our company and will be deemed to have agreed to be bound by the terms of our limited liability company agreement. Under that agreement, each shareholder and each person who acquires a share from a shareholder grants to our board of directors (and, if appointed, a liquidator) a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our board of directors the authority to make certain amendments to, and to make consents and waivers under and in accordance with, our limited liability company agreement. Such power of attorney shall be irrevocable and deemed coupled with an interest and shall survive a shareholder’s death, disability, dissolution, bankruptcy or termination.
Covenants
Our limited liability company agreement provides that our activities will be limited to owning LINN units and further includes covenants that prohibit us from:
borrowing money or issuing debt;
selling, pledging or otherwise transferring any LINN units;
issuing options, warrants or other securities entitling the holder to purchase our shares (other than in connection with employee benefit plans);
liquidating, merging or recapitalizing;
revoking or changing our election to be treated as a corporation for U.S. federal income tax purposes; or
using the proceeds from sales of our shares other than to purchase LINN units.
These provisions can be amended or waived by the owners of a majority of our outstanding shares as described above under “—Meetings; Approvals.”
In addition, LINN has agreed under our limited liability company agreement that neither it nor any ofthrough its subsidiaries, will take any action that would result in LINN and its subsidiaries ceasing to control the voting power of LinnCo except in connection with a Terminal Transaction in which LINN’s successor:
is treated as a partnership for U.S. federal income tax purposes; and
assumes all of LINN’s obligations under our limited liability company agreement and the Omnibus Agreement.
These covenants can be amended or waived by the owners of a majority of our outstanding shares as described under “—Meetings; Approvals” above.
Terminal Transactions Involving LINN
Mergers. If the LINN unitholders are asked to approve a merger of LINN with another entity, we will submit the merger for a vote of our shareholders and will vote our LINN units in the same manner that our shareholders vote (or refrain from voting) their shares.
Cash Consideration. In a merger involving LINN in which LINN unitholders receive cash, you will be entitled to receive any cash we receive for our LINN units, net of income taxes payable by us. In the event of an all-cash merger of LINN, we will dissolve and wind up our affairs after such distribution.
Non-Cash Consideration. In a merger involving LINN in which LINN unitholders receive securities of another entity, you will be entitled to receive the securities received in connection with such merger. In the event of such a merger in which LINN is not the surviving entity, we will dissolve and wind up our affairs unless:
LINN’s successor would be treated as a partnership for U.S. federal income tax purposes; and
the surviving entity agrees to assume the obligations of LINN under our limited liability company agreement and the Omnibus Agreement.
Tender Offers.If a third party makes a tender offer for LINN units, LINN may, but will not be obligated to, cooperate with such third party to extend such tender offer to our shareholders or otherwise facilitate participation of our shareholders in the tender offer for LINN units.
Going Private Transaction.If at any time a person owns more than 90% of the outstanding LINN units, such person may elect to purchase all, but not less than all, of the remaining outstanding LINN units at a price equal to the higher of the current market price (as defined in LINN’s limited liability company agreement) and
the highest price paid by such person or any of its affiliates for any LINN units purchased during the 90-day period preceding the date notice was mailed to the LINN unitholders informing them of such election. In this case, we will be required to tender all of our outstanding LINN units and distribute the cash we receive, net of income taxes payable by us, to our shareholders. Following such distribution, we will cancel all of our outstanding shares and dissolve and wind up our affairs.
Sale of All or Substantially All of LINN’s Assets.If LINN sells all or substantially all of its assets in one or more transactions for cash and makes a distribution of such cash to its unitholders, we will distribute the cash we receive, net of income taxes payable by us, to our shareholders. Following such distribution, we will cancel all of our outstanding shares and dissolve and wind up our affairs.
Change in Tax Treatment of LINN.If LINN or its successor ceases to be treated as a partnership for U.S. federal income tax purposes, LINN or such successor will have the right to cause us to merge with and into LINN, in which case each of our shareholders would receive a distribution in kind of the LINN units and other property we own, if any, after payments to creditors and satisfaction of other obligations.
The transactions described above are referred to as “Terminal Transactions.”
Limited Call Rights
If at any time LINN or any of its affiliates own 80% or more of our then-outstanding shares, LINN has the right, which it may assign to any of its affiliates, to purchase all, but not less than all, of our remaining outstanding shares as of a record date selected by LINN, on at least 10 but not more than 60 days notice. If LINN elects to exercise this purchase right, the purchase price per share will equal the greater of:
the highest cash price paid by LINN or any of its affiliates for any of our shares purchased within the 90 days preceding the date on which LINN first mails notice of its election to shareholders; and
the current market price as of the date three days before the date the notice is mailed.
If a person acquires more than 90% of the outstanding LINN units, such person may require us to tender all of our outstanding LINN units for cash, in which case we will distribute the cash we receive to our shareholders pro rata. Following such distribution, we will cancel all of our outstanding shares and dissolve and wind up our affairs. See “—Terminal Transactions Involving LINN—Going Private Transaction” above.
Merger, Sale or Other Disposition of Assets
Other than in connection with a Terminal Transaction, our board of directors is generally prohibited, without the prior approval of the holders of a majority of our outstanding common shares and by the holder(s) of our voting share(s) from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or otherwise.
Our board of directors may merge us into, or convey all of our assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity that will be treated as a corporation for U.S. federal income tax purposes.
Our shareholders are not entitled to dissenters’ rights of appraisal under the limited liability company agreement or applicable Delaware law in connection with any merger or consolidation, sale of all or substantially all of our assets or any other transaction or event.
Books and Records
We are required to keep appropriate books of our business at our principal offices. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For tax purposes, our year end is November 30.
We will furnish or make available to record holders of shares, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants in accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act.”). Except for our fourth quarter, we will also furnish or make available summary financial information in accordance with the requirements of the Exchange Act.
Right to Inspect Books and Records
In addition to the reports referred to above in “—Books and Records,” our limited liability company agreement provides that a shareholder can, for a purpose reasonably related to his interest as a shareholder, upon reasonable demand and at his own expense, have furnished to him:
a current list of the name and last known address of each shareholder;
a copy of our tax returns;
information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each shareholder and the date on which each became a shareholder; and
copies of our limited liability company agreement, our certificate of formation, related amendments and powers of attorney under which they have been executed.
Our board of directors may, and intends to, keep confidential from our shareholders information that it believes to be in the nature of trade secrets or other information, the disclosure of which our board of directors believes in good faith is not in our best interests, information that could damage our company or our business, or information that we are required by law or by agreements with a third party to keep confidential. These provisions are deemed to replace the default provisions under Section 18-305 of the LLC Act.
LINN’s Limited Liability Company Agreement
Organization
Linn Energy, LLC was formed in April 2005 and will remain in existence until dissolved in accordance with its limited liability company agreement.
Purpose
Under LINN’s limited liability company agreement, it is permitted to engage, directly or indirectly, in any activity that its board of directors approves and that a limited liability company organized under Delaware law lawfully may conduct; provided, that the board of directors shall not cause LINN to engage, directly or indirectly, in any business activities that it determines would cause it to be treated as an association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes.
Although LINN’s board of directors has the ability to cause it and its operating subsidiaries to engage in activities other than the exploitation, development and production of natural gas reserves, LINN’s board of directors has no current plans to do so. The board of directors is authorized in general to perform all acts it deems to be necessary or appropriate to conduct LINN’s business.
Board of Directors; Fiduciary Duties
LINN’s limited liability company agreement provides that its business and affairs shall be managed under the direction of its board of directors, which shall have the power to appoint its officers. The limited liability company agreement further provides that the authority and function of the board of directors and officers shall be identical to the authority and functions of a board of directors and officers of a corporation organized under the
Delaware General Corporation Law, or DGCL. Finally, LINN’s limited liability company agreement provides that except as specifically provided therein, the fiduciary duties and obligations owed to the limited liability company and to the members shall be the same as the respective duties and obligations owed by officers and directors of a corporation organized under the DGCL to their corporation and stockholders, respectively.
LINN’s limited liability company agreement permits affiliates of its directors to engage in other business interests or activities in preference to or to the exclusion of LINN and to engage in business interests that directly compete with LINN, provided that the affiliate does not engage in such competing businesses as a result of or using confidential information provided by or on behalf of LINN to such director. Additionally, LINN’s directors do not have any contractual obligation or express or implied legal duty to present business opportunities to LINN that become available to their affiliates, and neither LINN nor any of its subsidiaries or members have any rights in any business ventures of a director.
In addition, LINN’s limited liability company agreement establishes a conflicts committee of its board of directors, consisting solely of independent directors, which will be authorized to review transactions involving potential conflicts of interest. If the conflicts committee approves such a transaction, or if a transaction is on terms generally available from third parties or an action is taken that is fair and reasonable to LINN, unitholders will not be able to assert that such approval constituted a breach of fiduciary duties owed to them by LINN’s directors and officers.
Agreement to be Bound by Limited Liability Company Agreement; Power of Attorney
By purchasing units in LINN, LinnCo will be admitted as a unitholder of LINN and will be deemed to have agreed to be bound by the terms of its limited liability company agreement. Pursuant to this agreement, each unitholder and each person who acquires a unit from a unitholder grants to LINN Energy’s Chief Executive Officer, President and Secretary (and, if appointed, a liquidator) a power of attorney to, among other things, execute and file documents required for its qualification, continuance or dissolution. The power of attorney also grants the Chief Executive Officer, President and Secretary (and, if appointed, a liquidator) the authority to make certain amendments to, and to make consents and waivers under and in accordance with, LINN’s limited liability company agreement.
Capital Contributions
Unitholders are not obligated to make additional capital contributions, except as described below under “ —Limited Liability.”
Limited Liability
Unlawful Distributions. The LLC Act provides that a unitholder who receives a distribution and knew at the time of the distribution that the distribution was in violation of the LLC Act shall be liable to the company for the amount of the distribution for three years from the date of the distribution. Under the LLC Act, a limited liability company may not make a distribution to a unitholder if, after the distribution, all liabilities of the company, other than liabilities to unitholders with respect to their membership interests and liabilities for which the recourse of creditors is limited to specific property of the company, would exceed the fair value of the assets of the company. For the purpose of determining the fair value of the assets of a company, the LLC Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the company only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the LLC Act, an assignee who becomes a substituted unitholder of a company is liable for the obligations of his assignor to make contributions to the company, except the assignee is not obligated for liabilities unknown to him at the time he became a unitholder and that could not be ascertained from the limited liability company agreement.
Failure to Comply with the Limited Liability Provisions of Jurisdictions in Which LINN Does Business. LINN’s subsidiaries currently conduct business in the States of Texas, Oklahoma, Kansas, Louisiana, New Mexico, Michigan, Illinois, California, North Dakota and Wyoming. They may decide to conduct business in other states, and maintenance of limited liability for LINN, as a member of its operating subsidiaries, may require compliance with legal requirements in the jurisdictions in which the operating subsidiaries conduct business, including qualifying the subsidiaries to do business there. Limitations on the liability of unitholders for the obligations of a limited liability company have not been clearly established in many jurisdictions. LINN operates in a manner that its board of directors considers reasonable and necessary or appropriate to preserve the limited liability of its unitholders.
Voting Rights
The following matters require the unitholder vote specified below:
Election of members of the board of directors
| LINN currently has seven directors. Its limited liability company agreement provides that it will have a board of not less than three and no more than eleven members. Holders of LINN units, voting together as a single class, will elect its directors. Please read “—Election of Members of LINN’s Board of Directors.” |
Issuance of additional units
| No approval right. |
Amendment of the limited liability company agreement
| Certain amendments may be made by LINN’s board of directors without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “—Amendment of the Limited Liability Company Agreement.” |
Merger of LINN or the sale of all or substantially all of its assets
| Unit majority. |
Dissolution of LINN
| Unit majority. |
Issuance of Additional Securities
LINN’s limited liability company agreement authorizes it to issue an unlimited number of additional securities and authorizes it to buy securities for the consideration and on the terms and conditions determined by its board of directors without the approval of the unitholders.
From time to time, LINN may fund acquisitions through the issuance of additional units or other equity securities. Holders of any additional units LINN issues will be entitled to share pro rata with the then-existing holders of units in its distributions of available cash. In addition, the issuance of additional units or other equity securities may dilute the value of the interests of the then-existing holders of units in LINN’s net assets.
In accordance with Delaware law and the provisions of its limited liability company agreement, LINN may also issue additional securities that, as determined by its board of directors, may have special voting or other rights to which the units are not entitled.
The holders of units will not have preemptive or preferential rights to acquire additional units or other securities.
Election of Members of LINN’s Board of Directors
At each annual meeting of unitholders, members of LINN’s board of directors are elected by its unitholders and are subject to re-election on an annual basis.
Removal of Members of the Board of Directors
Any director may be removed, with or without cause, by the holders of a majority of the outstanding units then entitled to vote at an election of directors.
Amendment of the Limited Liability Company Agreement
General. Amendments to our limited liability company agreement may be proposed only by or with the consent of our board of directors. To adopt a proposed amendment, other than the amendments discussed below, our board of directors is required to seek written approval of the holders of the number of units required to approve the amendment or call a meeting of our unitholders to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority.
Prohibited Amendments. No amendment may be made that would:
enlarge the obligations of any unitholder without its consent, unless approved by at least a majority of the type or class of member interests so affected;
provide that LINN is not dissolved upon an election to dissolve LINN by the board of directors that is approved by a unit majority;
change the term of existence of LINN; or
give any person the right to dissolve LINN other than its board of directors’ right to dissolve it with the approval of a unit majority.
The provision of LINN’s limited liability company agreement preventing the amendments having the effects described in any of the clauses above can be amended upon the approval of the holders of at least 75% of the outstanding units, voting together as a single class.
No Unitholder Approval. LINN’s board of directors may generally make amendments to its limited liability company agreement without the approval of any unitholder or assignee to reflect:
a change in LINN’s name, the location of its principal place of business, its registered agent or its registered office;
the admission, substitution, withdrawal or removal of members in accordance with its limited liability company agreement;
the merger of LINN or any of its subsidiaries into, or the conveyance of all of its assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity;
a change that the board of directors determines to be necessary or appropriate for LINN to qualify or continue its qualification as a company in which the members have limited liability under the laws of any state or to ensure that neither it, its operating subsidiaries nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;
an amendment that is necessary, in the opinion of our counsel, to prevent LINN, members of its board, or its officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed;
an amendment that the board of directors determines to be necessary or appropriate for the authorization of additional securities or rights to acquire securities;
any amendment expressly permitted in the limited liability company agreement to be made by the board of directors acting alone;
an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the limited liability company agreement;
any amendment that LINN’s board of directors determines to be necessary or appropriate for the formation by it of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by its limited liability company agreement;
a change in LINN’s fiscal year or taxable year and related changes;
a merger, conversion or conveyance effected in accordance with the limited liability company agreement; and
any other amendments substantially similar to any of the matters described in the clauses above.
In addition, LINN’s board of directors may make amendments to its limited liability company agreement without the approval of any unitholder or assignee if its board of directors determines that those amendments:
do not adversely affect the unitholders (including any particular class of unitholders as compared to other classes of unitholders) in any material respect;
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
are necessary or appropriate to facilitate the trading of units or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the units are or will be listed for trading, compliance with any of which the board of directors deems to be in the best interests of LINN and its unitholders;
are necessary or appropriate for any action taken by the board of directors relating to splits or combinations of units under the provisions of the limited liability company agreement; or
are required to effect the intent expressed in this prospectus or the intent of the provisions of the limited liability company agreement or are otherwise contemplated by the limited liability company agreement.
Opinion of Counsel and Unitholder Approval. LINN’s board of directors will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to its unitholders or result in our being treated as an entity for U.S. federal income tax purposes if one of the amendments described above under “—No Unitholder Approval” should occur. No other amendments to LINN’s limited liability company agreement will become effective without the approval of holders of at least 90% of the units unless it obtains an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any unitholder.
Any amendment that would have a material adverse effect on the rights or preferences of any type or class of outstanding units in relation to other classes of units will require the approval of at least a majority of the type or class of units so affected. Any amendment that reduces the voting percentage required to take any action is
required to be approved by the affirmative vote of unitholders whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced.
Merger, Sale or Other Disposition of Assets
LINN’s board of directors is generally prohibited, without the prior approval of the holders of a unit majority from causing it to, among other things, sell, exchange or otherwise dispose of all or substantially all of its assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination, or approving on our behalf the sale, exchange or other disposition of all or substantially all of the assets of its subsidiaries, provided that its board of directors may mortgage, pledge, hypothecate or grant a securityNew Linn, other than New Linn’s 50% equity interest in all or substantially allRoan LLC.
Following the Riviera Separation, New Linn and Roan Holdings reorganized their ownership of its assets without that approval. The boardRoan LLC through the creation of directors may also sell all or substantially allcertain new entities and the consummation of LINN’s assets underadditional restructuring transactions. On the Effective Date, we consummated a foreclosure or other realization uponreorganization transaction pursuant to the encumbrances above without that approval.Master Reorganization Agreement by and among New Linn, Roan Holdings and Roan LLC. In connection with the Master Reorganization Agreement, we entered into the following agreements on the Effective Date:
If
a merger agreement (the “Linn Merger Agreement”) with New Linn and Linn Merger Sub #2, LLC (“Linn Merger Sub”), pursuant to which Linn Merger Sub merged with and into New Linn, with New Linn surviving the conditions specified in LINN’s limited liability companymerger as the Company’s wholly owned direct subsidiary, and the Legacy Linn Stockholders receiving an aggregate of 76,269,766 shares of our Class A common stock as merger consideration (the “Linn Merger”); and
a merger agreement are satisfied, LINN’s board of directors may merge LINN or any of its subsidiaries(the “Roan Holdco Merger Agreement” and, together with the Linn Merger Agreement, the “Merger Agreements”) with Roan Holdings, Roan Holdco and Linn Merger Sub #3, LLC (“Holdco Merger Sub”, pursuant to which, immediately after the Linn Merger, Holdco Merger Sub merged with and into or convey all of its assets to, a newly-formed entity ifRoan Holdco, with Roan Holdco surviving the merger as the Company’s wholly owned direct subsidiary, and Roan Holdings, the sole purposemember of thatRoan Holdco, receiving an aggregate of 76,269,766 shares of our Class A common stock as merger or conveyance isconsideration (the “Holdco Merger”).
