Producing oil, natural gas and NGL reservoirs are characterized by declining production rates that vary depending on reservoir characteristics and other factors. The overall rate of decline for our production will change if production from our existing wells declines in a different manner than we have estimated and canmay change when we drill additional wells, make acquisitions and under other circumstances. Thus, our future oil, natural gas and NGL reserves and production and, therefore, our cash flow and income, are highly dependent on our success in efficiently developing our current reserves and economically finding or acquiring additional recoverable reserves. We may not be able to develop, find or acquire additional reserves to replace our current and future production at acceptable costs, which would adversely affect our revenues, net cash provided by operating activities, financial condition and results of operations. In addition, given restrictive covenants under our Exit Facility and general market conditions, we may be unable to finance potential acquisitions of reserves on terms that are acceptable to us or at all. Our ability to make distributionsthe necessary capital investment to our unitholders.

No one can measure underground accumulations of oil, natural gas and NGL in an exact manner. Reserve engineering requires subjective estimates of underground accumulations of oil, natural gas and NGL and assumptions concerning future oil, natural gas and NGL prices, production levels and operating and development costs. As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may prove to be inaccurate. IndependentAn independent petroleum engineering firms preparefirm prepares estimates of our proved reserves. Some of our reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Also, we make certain assumptions regarding future oil, natural gas and NGL prices, production levels and operating and development costs that may prove incorrect. Any significant variance from these assumptions by actual amounts could greatly affect our estimates of reserves, the economically recoverable quantities of oil, natural gas and NGL attributable to any particular group of properties, the classifications of reserves based on risk of recovery and estimates of the future net cash flows. Decreases in commodity prices can result in a reduction of our estimated reserves if development of those reserves would not be economic at those lower prices. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of oil, natural gas and NGL we ultimately recover being different from our reserve estimates.

The present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated oil, natural gas and NGL reserves. We base the estimated discounted future net cash flows from our proved reserves on an unweighted average of the first-day-of-the month price for each month during the 12-month calendar year and year-end costs. However, actual future net cash flows from our oil and natural gas properties also will be affected by factors such as:

The oil and natural gas industry is capital intensive. We make and expect to continue to make substantial capital expenditures in our business for the development and production of oil, natural gas and NGL reserves. These expenditures will reduce our cash available for distribution. We intend to finance our future capital expenditures with net cash provided by operating activities and to the extent necessary, with equity and debt offerings or bank borrowings.other purposes. Our net cash provided by operating activities and access to capital are subject to a number of variables, including:

If our revenues or the borrowing bases under our Credit Facilities decrease as a result of lower oil, natural gas and NGL prices,net cash provided by operating difficulties, declines in reserves or for any other reason,activities decreases, we may have limited ability to obtain the capital or financing necessary to sustain our operations at current levels. Our Credit Facilities restrict our ability to obtain new financing. If additional capital is needed, we may not be able to obtain debt or equity financing on terms favorable to us, or at all. If net cash provided by operating activities or cash available under our Credit Facilities is not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our development operations, which in turnlevels and could lead to a possible decline in our reserves.

Our prospective drilling locations are in various stages of evaluation, ranging from a prospect that is ready to drill to a prospect that will require additional geological and engineering analysis. Based on a variety of factors, including future oil, natural gas and NGL prices, the generation of additional seismic or geological information, the current and future availability of drilling rigs and other factors, we may decide not to drill one or more of these prospects. As a result, we may not be able to increase or sustain our reserves or production, which in turn could have an adverse effect on our business, financial condition, results of operations and our ability to pay distributions. In addition, the SEC’s reserve reporting rules include a general requirement that, subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date of booking. At December 31, 2014, we had 2,778 proved undeveloped drilling locations. To the extent that we do not drill these locations within five years of initial booking, they may not continue to qualify for classification as proved reserves, and we may be required to reclassify such reserves as unproved reserves. The reclassification of such reserves could also have a negative effect on the borrowing bases under our Credit Facilities.

The marketability of our oil, natural gas and NGL production depends in part on the availability, proximity and capacity of gathering systems and pipeline systems.pipelines. The amount of oil, natural gas and NGL that can be produced and sold is subject to limitation in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage to the gathering or transportation system, or lack of contracted capacity on such systems. The curtailments arising from these and similar circumstances may last from a few days to several months. In many cases, we are provided only with limited, if any, notice as to when these circumstances will arise and their duration. In addition, some of our wells are drilled in locations that are not serviced by gathering and transportation pipelines, or the gathering and transportation pipelines in the area may not have sufficient capacity to transport additional production. As a result, we may not be able to sell the oil, natural gas and NGL production from these wells until the necessary gathering and transportation systems are constructed. Any significant curtailment in gathering system or pipeline capacity, or significant delay in the construction of necessary gathering and transportation facilities, would interfere with our ability to market the oil, natural gas and NGL we produce, and could reduce or eliminate our cash available for distribution and adversely impact expected increases in oil, natural gas and NGL production from our drilling program.

The operations of our wells, gathering systems, turbines, pipelines and other facilities are subject to stringent and complex federal, state and local environmental laws and regulations. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of orders enjoining future operations. There is an inherent risk that we may incur environmental costs and liabilities due to the nature of our business, and the substances we handle.handle and the ownership or operation of our properties. Certain environmental statutes, including the RCRA, CERCLA and analogous state laws and regulations, impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed of or

Moreover, the possibility exists that stricter laws, regulations or enforcement policies could significantly increase our compliance costs and the cost of any remediation that may become necessary, and these costs may not be recoverable from insurance. For a more detailed discussion of environmental and regulatory matters impacting our business, see Item 1. “Business – Environmental Matters and Regulation.”

Finally, in some instances, the operation of underground injection wells has been alleged to cause earthquakes in some of the states where we operate. Such issues have sometimes led to orders prohibiting continued injection in certain wells identified as a resultpossible sources of flawed well design or operation. This hasseismic activity. Such concerns also have resulted in stricter regulatory requirements in some jurisdictions relating to the location and operation of underground injection wells. Future orders or regulations addressing concerns about seismic activity from well injection could affect us, either directly or indirectly, depending on the wells affected.

Upon our emergence from bankruptcy, all units without unitholder approval, which would dilute existing ownership interests.

Our tax treatment depends onThe market price of our statusClass A common stock could be subject to wide fluctuations in response to, and the level of trading that develops for our Class A common stock may be affected by numerous factors, many of which are beyond our control. These factors include, among other things, our new capital structure as a partnershipresult of the transactions contemplated by the LINN Plan, our limited trading history subsequent to our emergence from bankruptcy, our limited trading volume, the concentration of holdings of our Class A common stock, the lack of comparable historical financial information, in certain material respects, given the adoption of fresh start accounting, actual or anticipated variations in our operating results and cash flows, the nature and content of our earnings releases, announcements or events that impact our assets, customers, competitors or markets, business conditions in our markets and the general state of the securities markets and the market for federal income tax purposes,energy-related stocks, as well as general economic and market conditions and other factors that may affect our future results, including those described in this Annual Report on Form 10‑K. No assurance can be given that an active market will develop for our Class A common stock or as to the liquidity of the trading market for our Class A common stock. Our Class A common stock may be traded only infrequently in transactions arranged through brokers or otherwise, and reliable market quotations may not being subjectbe available. Holders of our Class A common stock may experience difficulty in reselling, or an inability to a material amountsell, their shares. In addition, if an active trading market does not develop or is not maintained, significant sales of entity level taxation by individual states. Ifour Class A common stock, or the Internal Revenue Service (“IRS”) were to treatexpectation of these sales, could materially and adversely affect the market price of our Class A common stock.

Funds associated with Fir Tree Inc., York Capital Management Global Advisors, LLC and Elliott Management Corporation collectively owned approximately 49% of our outstanding Class A common stock as of March 13, 2017. Circumstances may arise in which these stockholders may have an interest in pursuing or preventing acquisitions, divestitures or other transactions, including the issuance of additional shares or debt, that, in their judgment, could enhance their investment in the Company. Such transactions might adversely affect us as a corporation for federal income tax purposes or we were to become subject to entity level taxation for state tax purposes, taxes paid, if any, would reduceother holders of our Class A common stock. In addition, our significant concentration of share ownership may adversely affect the amounttrading price of cash available for distribution.our Class A common stock because investors may perceive disadvantages in owning shares in companies with significant stockholders.

The anticipated after-tax economic benefitissuance of an investment in our units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not planshare-based awards may dilute your holding of shares of Class A common stock.

Pursuant to request, a ruling from the IRS on this or any other tax matter that affects us.

Current law or our business may change so asWe do not expect to cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to entity level taxation. Any modification to current law or interpretations thereof may or maypay dividends in the near future.

We do not be applied retroactively and could make it more difficult or impossible to meet the requirements for partnership status, affect or cause us to change our business activities, affect the tax considerations of an investment in us, change the character or treatment of portions of our income and adversely affect an investment in our units.

A unitholder’s shareCertain provisions of our taxable incomeCertificate of Incorporation and gain (or specific items thereof)our Bylaws may be substantially greater than,make it difficult for stockholders to change the composition of our Board of Directors and may discourage, delay or prevent a merger or acquisition that some stockholders may consider beneficial.

Certain provisions of our tax lossesCertificate of Incorporation and deductions (or specific items thereof)our Bylaws may be substantially less than,have the unitholder’s interesteffect of delaying or preventing changes in control if our Board of Directors determines that such changes in control are not in the best interests of the Company and our stockholders. The provisions in our economicCertificate of Incorporation and Bylaws include, among other things, those that:

These provisions could enable the Board of Directors to delay or prevent a transaction that some, or a majority, of the stockholders may believe to be in their best interests and, in that case, may discourage or prevent attempts to remove and replace incumbent directors. These provisions may also discourage or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for example, in the case of a unitholder who purchases units at a time when the valuestockholders to replace members of our units orBoard of one or moreDirectors, which is responsible for appointing the members of our properties is relatively low ormanagement.

We are currently a “smaller reporting company,” as defined by Rule 12b-2 of the exchange. Cash distributions from us decreaseSecurities Exchange Act of 1934. As a unitholder’s tax basis“smaller reporting company,” we have certain decreased disclosure obligations in their units,our SEC filings, which may make it harder for investors to analyze our results of operations and the amount, if any, of excess distributions over a unitholder’s tax basis in their units will, in effect, become taxable income to the unitholder, abovefinancial prospects and beyond the unitholder’s share of our taxable income and gain (or specific items thereof).

None

Information concerning proved reserves, production, wells, acreage and related matters are contained in Item 1. “Business.”

The Company’s principal corporate office is located at 600 Travis, Suite 5100, Houston, Texas 77002. The Company maintains additional offices in California, Colorado, Illinois, Kansas, Louisiana, Michigan, New Mexico, Oklahoma, Texas, Utah and Wyoming.

On May 11, 2016, the Debtors filed Bankruptcy Petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The Company has been named as a defendantDebtors’ Chapter 11 cases are being administered jointly under the caption In re Linn Energy, LLC., et al., Case No. 16‑60040. On January 27, 2017, the Bankruptcy Court entered the Confirmation Order. Consummation of the LINN Plan was subject to certain conditions set forth in a numberthe LINN Plan. On the Effective Date, all of lawsuits, including claims from royalty owners related to disputed royalty paymentsthe conditions were satisfied or waived and royalty valuations. With respect to athe LINN Plan became effective and was implemented in accordance with its terms. The LINN Debtors Chapter 11 cases will remain pending until the final resolution of all outstanding claims.

Not applicable

The Company’sFrom May 24, 2016 through February 28, 2017, the Predecessor’s units arewere listed on the OTC Markets Group Inc.’s Pink marketplace (“OTC”) under the trading symbol “LINEQ.” Prior to May 24, 2016, the Predecessor’s units were listed on the NASDAQ Global Select Market (“NASDAQ”) under.

In connection with the symbol “LINE.”Company’s reorganization and emergence from bankruptcy, on the Effective Date, all units in the Predecessor outstanding prior to the emergence were canceled and ceased to be listed on the OTC Markets Group Inc.’s Pink marketplace. Simultaneous with the cancellation of the units, the Successor authorized for issuance 270,000,000 shares of Class A common stock and 30,000,000 shares of preferred stock, par value $0.001 per share, and issued 91,708,500 shares of Class A common stock primarily to holders of certain classes of claims in the Chapter 11 cases.

There is currently no established public trading market for the shares of Class A common stock and there has not been an established public trading market for the shares of Class A common stock since the Company emerged from bankruptcy on February 28, 2017. At the close of business on January 31, 2015,March 15, 2017, there were approximately 159 unitholderstwo stockholders of record.

The following table sets forth the range of high and low last reported sales prices per unit of the Predecessor, as reported by the OTC or NASDAQ, for the quarters indicated. In addition, distributions declared during each quarter are presented.