Exhibit 99.2
LINN ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
When referring to LINN Energy (“Successor,” “LINN Energy” or the “Company”), the intent is to refer to Linn Energy, Inc., a Delaware corporation formed in July 2018 and successor by merger (as described below) to Linn Energy, Inc., a Delaware corporation formed in February 2017 (“Old Linn”), and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made. During the quarter ended June 30, 2018, Old Linn was a successor issuer of Linn Energy, LLC pursuant toRule 15d-5 of the Securities Exchange Act of 1934, as amended. When referring to the “Predecessor” in reference to the period prior to the emergence from bankruptcy, the intent is to refer to Linn Energy, LLC, the predecessor to Old Linn that will be dissolved following the effective date of the plan of reorganization and resolution of all outstanding claims, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made.
On July 25, 2018, the Company completed a corporate reorganization pursuant to which Old Linn merged with and into Linn Merger Sub #1, LLC (“Merger Sub”), a newly formed Delaware limited liability company and wholly owned subsidiary of LINN Energy, with Merger Sub surviving such merger.
In April 2018, the Company announced its intention to separate its then wholly owned subsidiary, Riviera Resources, LLC (together with its corporate successor, “Riviera”) from LINN Energy through a distribution (the“Spin-off”) of all of the outstanding shares of common stock of Riviera to the stockholders of LINN Energy. To effect the separation, LINN Energy and certain of its direct and indirect subsidiaries undertook an internal reorganization (including the conversion of Riviera from a limited liability company to a corporation), following which Riviera Resources, Inc. held, directly or through its subsidiaries, substantially all of the assets and liabilities of LINN Energy, other than LINN Energy’s 50% equity interest in Roan Resources LLC (“Roan”), cash on hand described below. Following theSpin-off, Riviera is an independent reporting company quoted for trading on the OTCQX Market under the ticker “RVRA.” LINN Energy does not retain any ownership interest in Riviera. TheSpin-off was completed on August 7, 2018.
The following unaudited pro forma financial information gives effect to the completion of theSpin-off. In addition to theSpin-off, the unaudited pro forma condensed consolidated statement of operations of LINN Energy for the year ended December 31, 2017 also gives effect to:
Roan Contribution: On August 31, 2017, Old Linn, through certain of its subsidiaries, completed the transaction in which Old Linn and Citizen Energy II, LLC (“Citizen”) each contributed certain upstream assets located in Oklahoma to a newly formed company, Roan Resources LLC (the “Roan Contribution”), focused on the accelerated development of the Merge/SCOOP/STACK play. In exchange for their respective contributions, Old Linn and Citizen each received a 50% equity interest in Roan.
The pro forma condensed consolidated statement of operations for the year ended December 31, 2017 reflects pro forma adjustments for the disposition of Old Linn’s contributed net assets, but does not reflect pro forma adjustments for the acquisition of Old Linn’s equity interest in the net assets of Roan, as this amount was not significant for purposes ofRegulation S-X Article 11.
Jonah Assets Sale: On May 31, 2017, Old Linn completed the sale of its interest in properties located in western Wyoming to Jonah Energy LLC (the “Jonah Assets Sale”). Old Linn used the net cash proceeds received of approximately $559 million to repay in full its approximate $294 million term loan as well as repay a portion of the borrowings outstanding under its revolving loan.
Reorganization and Fresh Start Accounting: On May 11, 2016, the Predecessor and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. The Debtors’ Chapter 11 cases were administered jointly under the caption In re Linn Energy, LLC, et al., CaseNo. 16-60040. Old Linn emerged from bankruptcy effective February 28, 2017 (the “Emergence Date”). Upon emergence from bankruptcy on February 28, 2017, Old Linn adopted fresh start accounting, which resulted in it becoming a new entity for financial reporting purposes.
