Exhibit E. Liquidation Analysis

Transcription

1 Exhibit E Liquidation Analysis

2 LIQUIDATION ANALYSIS 1 Introduction Under the best interests of creditors test set forth in section 1129(a)(7) of the Bankruptcy Code, the Bankruptcy Court may not confirm a plan of reorganization unless the plan provides each holder of an allowed claim or interest that does not otherwise vote in favor of the plan with property of a value, as of the effective date of the plan, that is not less than the amount that such holder would receive or retain if the debtor were liquidated under chapter 7 of the Bankruptcy Code. To demonstrate that the Plan satisfies the best interests of creditors test, the Berry Debtors, with the assistance of their restructuring advisors, AlixPartners, LLP, have prepared the hypothetical liquidation analysis (the Liquidation Analysis ), which is based upon certain assumptions discussed in the Disclosure Statement and accompanying notes to the Liquidation Analysis. The Liquidation Analysis sets forth an estimated range of recovery values for each Class of Claims and Interests upon disposition of assets pursuant to a hypothetical chapter 7 liquidation. As illustrated by the Liquidation Analysis, holders of Claims in certain Unimpaired Classes that would receive a full recovery under the Plan would receive less than a full recovery in a hypothetical liquidation. Additionally, holders of Claims or Interests in Impaired Classes would receive a lower recovery in a hypothetical liquidation than they would under the Plan. Further, no holder of a Claim or Interest would receive or retain property under the Plan of a value that is less than such holder would receive in a chapter 7 liquidation. Accordingly, and as set forth in greater detail below, the Berry Debtors believe that the Plan satisfies the best interests of creditors test set forth in section 1129(a)(7) of the Bankruptcy Code. Statement of Limitations The preparation of a liquidation analysis is an uncertain process involving the use of estimates and assumptions that, although considered reasonable by the Berry Debtors based upon their business judgment and input from their advisors, are inherently subject to significant business, economic, and competitive risks, uncertainties and contingencies, most of which are difficult to predict and many of which are beyond the control of the Berry Debtors, their management, and their advisors. Inevitably, some assumptions in the Liquidation Analysis would not materialize in an actual chapter 7 liquidation, and unanticipated events and circumstances could materially affect the ultimate results in an actual chapter 7 liquidation. The Liquidation Analysis was prepared for the sole purpose of generating a reasonable good faith estimate of the proceeds that would be generated if the Berry Debtors assets were liquidated in accordance with chapter 7 of the Bankruptcy Code. The Liquidation Analysis is not intended and should not be used for any 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Disclosure Statement.

3 other purpose. The underlying financial information in the Liquidation Analysis and values stated herein have not been subject to any review, compilation, or audit by any independent accounting firm. In addition, various liquidation decisions upon which certain assumptions are based are subject to change. As a result, the actual amount of claims against the Berry Debtors estates could vary significantly from the estimates stated herein, depending on the nature and amount of claims asserted during the pendency of the chapter 7 case. Similarly, the value of the Berry Debtors assets in a liquidation scenario is uncertain and could vary significantly from the values set forth in the Liquidation Analysis. The Liquidation Analysis was prepared for the sole purpose of generating a reasonable and good faith estimate of the recoveries that would result if the Berry Debtors assets were liquidated in accordance with chapter 7 of the Bankruptcy Code and is not intended and should not be used for any other purpose. The Liquidation Analysis does not include estimates for: (i) the tax consequences, either foreign or domestic, that may be triggered upon the liquidation and sale of assets, (ii) recoveries resulting from any potential preference (other than those specifically identified below), fraudulent transfer, or other litigation or avoidance actions, or (iii) certain claims that may be entitled to priority under the Bankruptcy Code, including administrative priority claims under sections 503(b) and 507(b) of the Bankruptcy Code. More specific assumptions are detailed in the notes below. ACCORDINGLY, NEITHER THE BERRY DEBTORS NOR THEIR ADVISORS MAKE ANY REPRESENTATION OR WARRANTY THAT THE ACTUAL RESULTS OF A LIQUIDATION OF THE BERRY DEBTORS WOULD OR WOULD NOT, IN WHOLE OR IN PART, APPROXIMATE THE ESTIMATES AND ASSUMPTIONS REPRESENTED HEREIN. THE ACTUAL LIQUIDATION VALUE OF THE BERRY DEBTORS IS SPECULATIVE AND RESULTS COULD VARY MATERIALLY FROM ESTIMATES PROVIDED HEREIN. In preparing the Liquidation Analysis, the Berry Debtors estimated Allowed Claims based upon a review of Claims listed on the Berry Debtors Schedules of Assets and Liabilities and the Berry Debtors financial statements to account for other known liabilities, as necessary. In addition, the Liquidation Analysis includes estimates for Claims not currently asserted in the chapter 11 cases, but which could be asserted and allowed in a chapter 7 liquidation, including unpaid chapter 11 Administrative Claims, and chapter 7 administrative claims such as wind down costs, trustee fees, and tax liabilities. To date, the Bankruptcy Court has not estimated or otherwise fixed the total amount of Allowed Claims used for purposes of preparing this Liquidation Analysis. Therefore, the Berry Debtors estimate of Allowed Claims set forth in the Liquidation Analysis should not be relied on for any other purpose, including determining the value of any distribution to be made on account of Allowed Claims and Interests under the Plan. NOTHING CONTAINED IN THE LIQUIDATION ANALYSIS IS INTENDED TO BE OR CONSTITUTES A CONCESSION OR ADMISSION OF THE BERRY DEBTORS. THE ACTUAL AMOUNT OF ALLOWED CLAIMS IN THE CHAPTER 11 CASES COULD MATERIALLY DIFFER FROM THE ESTIMATED AMOUNTS SET FORTH IN THE LIQUIDATION ANALYSIS.

4 Basis of Presentation The Liquidation Analysis has been prepared assuming that the Berry Debtors converted their current chapter 11 cases to cases under chapter 7 of the Bankruptcy Code on or about January 31, 2017 (the Liquidation Date ). Except as otherwise noted herein, the Liquidation Analysis is based upon the unaudited financial statements of the Berry Debtors as of August 31, 2016 and those values, in total, are assumed to be representative of the Berry Debtors assets and liabilities as of the Liquidation Date. It is assumed that on the Liquidation Date, the Bankruptcy Court would appoint a chapter 7 trustee (the Trustee ) to oversee the liquidation of the Debtors estates, during which time all of the assets of the LINN Debtors and the Berry Debtors (together, the Liquidating Entities ) would be sold and the cash proceeds, net of liquidation-related costs, would then be distributed to creditors in accordance with applicable law: (i) first, for payment of liquidation and wind down expenses, trustee fees, and professional fees attributable to the liquidation and wind down (together, the Wind Down Expenses ); (ii) second, to pay the costs and expenses of other administrative claims that may arise from the termination of the Berry Debtors operations; (iii) third, to pay the secured portions of all Allowed Secured Claims; and (iv) fourth, to pay amounts on the Allowed Other Priority Claims. 2 Any remaining net cash would be distributed to creditors holding Unsecured Claims, including deficiency Claims that arise to the extent of the unsecured portion of the Allowed Secured Claims. The Liquidation Analysis has been prepared assuming that the Berry Debtors current chapter 11 cases convert to chapter 7 on the Liquidation Date. The Liquidation Analysis is based on the book values of the Berry Debtors assets and liabilities as of August 31, 2016, or more recent values where available. The Berry Debtors management team believes that the August 31, 2016 book value of assets and certain liabilities are a proxy for such book values as of the Liquidation Date. The Berry Debtors have also projected unencumbered and encumbered cash balances and certain tax and severance liabilities forward to the Liquidation Date. This Liquidation Analysis assumes operations of the Liquidating Entities will cease and the related individual assets will be sold in a rapid sale under a two to three month liquidation process (the Liquidation Timeline ) under the direction of the Trustee, utilizing the Berry Debtors resources and third-party advisors, to allow for the orderly wind down of the Berry Debtors estates. There can be no assurance that the liquidation would be completed in a limited time frame, nor is there any assurance that the recoveries assigned to the assets would in fact be realized. Under section 704 of the Bankruptcy Code, a trustee must, among other duties, collect and convert the property of the estate as expeditiously (generally at distressed process) as is compatible with the best interests of parties-in-interest. The Liquidation Analysis is also based on the assumptions that: (i) the Berry Debtors have continued access to cash collateral during the course of the 2 For purposes of this Liquidation Analysis, recoveries in a hypothetical liquidation of the LINN Debtors was analyzed in order to determine the recoveries to the Berry Debtors on certain intercompany claims held by the Berry Debtors in LINN Debtors. The results of liquidating the LINN Debtors have not been depicted below, other than the recoveries accruing to the Berry Debtors.

5 Liquidation Timeline to fund Wind Down Expenses and (ii) field security, accounting, treasury, IT, and other management services needed to wind down the estates continue. The Liquidation Analysis was prepared on a by-entity basis for all Liquidating Entities. Asset recoveries accrue first to satisfy creditor claims at the legal entity level. To the extent any remaining value exists, it flows to each individual entity s parent organization. In addition, the Liquidation Analysis includes an analysis of the recovery of pre-petition and post-petition LINN Intercompany Claims and Berry Intercompany Claims. Pre-petition intercompany claims are treated as receiving the same recovery as general unsecured claims and post-petition claims are treated as receiving the same recovery as general administrative claims, meaning that at each entity, all post-petition intercompany claims are satisfied before unsecured claims receive any recovery.

6 Conclusion The Berry Debtors have determined, as summarized in the following analysis that confirmation of the Plan will provide creditors with a recovery that is not less than what they would otherwise receive in connection with a liquidation of the Berry Debtors under chapter 7 of the Bankruptcy Code. The following table and notes provide a summary of the asset recoveries and payments made at Berry. 3 Specific Notes to the Liquidation Analysis Berry Liquidation Analysis Summary - 1/31/17 Book Recovery % Proceeds Note: Value Low High Low High Cash [A] $ 213,758, % 100% $ 213,758,816 $ 213,758,816 Accounts Receivable, net [B] 47,197,262 80% 95% 37,757,809 44,837,399 Inventory [C] 3,272,309 70% 85% 2,290,616 2,781,463 Prepaid Expenses [D] 8,730,927 12% 16% 1,057,335 1,383,307 PP&E - Oil and Related Assets [E] 2,379,270,999 18% 24% 425,185, ,885,156 Other Assets [F] 675,960 51% 63% 343, ,489 Intercompany Receivables [G] 25,450,781 1% 2% 128, ,781 Gross Proceeds from Liquidation $ 2,652,906,273 26% 31% $ 680,521,924 $ 833,525,411 Administrative Lienable Administrative and Chapter 7 Claims: [H] $ 62,772,605 $ 65,826,233 Recovery $ 62,772,605 65,826,233 Recovery % 100.0% 100.0% General Administrative Claims: $ 41,385,279 $ 41,385,279 Recovery $ 0 - Berry Lender Claims - Credit Facility Berry Lender Claims [I] $ 873,174,628 $ 873,174,628 Berry Lender Claims Recovery from Pledged Assets 617,749, ,699,178 Berry Lender Claims Deficiency Claims $ 255,425,309 $ 105,475,450 Berry Lender Claims Recovery from Deficiency Claims - - Total Berry Lender Claims Recovery $ $ 617,749,319 $ 767,699,178 Total Berry Lender Claims Recovery % 70.7% 87.9% Berry Unsecured Notes Claims Berry Unsecured Notes Claims [J] $ 849,037,688 $ 849,037,688 Recovery $ - - General Unsecured General Unsecured Claims - All Entities (excluding notes) [K] $ 109,633,445 $ 109,633,445 Recovery $ - - Berry Intercompany Claims Berry Intercompany Claims [L] 6,826,257 6,826,257 Recovery $ 0 - Total Distributions $ 680,521,924 $ 833,525,411 3 LAC has not been separately scheduled as the entity does not contain assets.

7 [A] Cash and Cash Equivalents: The cash balances are the projected balances as of January 31, 2017, with all cash being pledged to the Berry Lenders. A 100% recovery on cash and equivalents has been estimated for the low and high cases. [B] Accounts Receivable, Net: An 80% to 95% recovery has been estimated given the lack of customer concentration and relatively young age of Berry s receivables. [C] Inventory: A 70% to 85% recovery has been estimated for inventory which is primarily comprised of hydrocarbon inventory and well equipment. [D] Prepaid Expenses: Prepaid expenses consist of prepaid items that will likely be largely unrecoverable in the event of a chapter 7 liquidation including prepaid financing fees (recognized for accounting purposes only), software licenses, rent, and other items that are amortized over the applicable license or rental period. These items have been examined individually and assigned recoveries ranging from 0% (for accounting related assets) to 90% for prepaid insurance, which is likely largely recoverable. On a blended basis, a 12% to 16% recovery has been assigned to these prepaid amounts. [E] PP&E Oil and Related Assets: PP&E primarily consists of proved reserves and the associated wells, pipelines, and equipment associated with extracting those reserves. Where economically feasible, it has been assumed that the Berry Debtors reserves will be sold as operating wells. The value of these wells has been estimated by reserve type using the Berry Debtors internal projections and business plan, adjusted for liquidation conditions. In total, Berry s oil producing and related assets would amount to approximately $462 million and $616 million in a liquidation scenario, under the low and high end, respectively. In the low end, it is assumed that all mortgages perfected prior to the Petition Date remain in effect. On the high end, it is assumed that mortgages perfected within 90 days of the filing date are unwound as part of a preference action. In addition, approximately $17 million to $23 million has been added to the value of the reserves, wells, and related equipment to account for the Berry s midstream, building, land, vehicle, and other assets. In total, the implied recovery relative to net book value is 18% to 24%. [F] Other Assets: Other assets consist of deferred tax assets, certain long term prepaid items (expenses and insurance), and equity investments in minority owned Lake Canyon LLC and UTE Pipeline. On a blended basis, the recovery is 51% to 63% of net book value. [G] Intercompany Receivables: The intercompany receivables represent the recovery from the LINN Debtors for post-petition intercompany claims that exist from the LINN Debtors and Berry. The Berry Debtors project a recovery of $0.1 million to $0.5 million. [H] Administrative Claims: Lienable and chapter 7 claims include trade payables that may be subject to mechanics and other liens, wind down costs, a 1% trustee fee on non-cash proceeds, and an estimated 1% expense allocation for legal/professional fees on non-cash recoveries. It is assumed that the lienable claims must be satisfied in order to achieve a successful sale of the

8 reserves and wells as a going concern. The wind down salary expense estimate assumes that payroll expenses include two months with full lease operating expenses payroll and a third month at 35%, while G&A payroll is estimated at 50% for two months and 5% for the third month. Additionally, post-petition payables, accruals, and liabilities that are not subject to mechanics and other liens are included in the general administrative claims. [I] Berry Lender Claims Credit Facility: The claim amount represents an estimate by the Berry Debtors of the principal amount of the secured claims. Recovery amounts include deficiency claim recoveries for amounts not covered by secured assets and diminution claims of $177 million in the low case and $180 million in the high case for the decline of secured lenders collateral from the filing date to the Liquidation Date. [J] Berry Unsecured Notes Claims: The claim amount represents an estimate of the Berry senior notes claim. Berry Unsecured Notes receive no recovery. [K] General Unsecured: General unsecured claims primarily consist of pre-petition accounts payable and contract rejection claims, including anticipated claims that will result from a chapter 7 liquidation. These claims have been evaluated by Debtor and related entity and recovery rates for individual claims receive no recovery. [L] Berry Intercompany Payables: The intercompany payables represent the payments to LINN Debtors for intercompany claims. The Berry Debtors project no recovery from these payables.