DealBook: Linn Energy to Buy Berry Petroleum for $2.5 Billion

Deal-making in the oil patch continued on Thursday, as Linn Energy agreed to buy the Berry Petroleum Company for about $2.5 billion, expanding its presence in oil-rich shale formations.

Under the terms of the deal, an affiliate of Linn, LinnCo L.L.C., will issue 1.25 million new common shares for each Berry share. That amounts to $46.24 a share, a premium of roughly 20 percent to Berry’s closing price on Wednesday.

LinnCo will then transfer Berry’s assets to Linn in exchange for additional ownership units in its sibling, which is structured as a master limited partnership. Including the assumption of debt, the deal is valued at $4.3 billion.

By purchasing Berry, Linn will significantly bolster its oil production and increase its holdings in California and the Permian Basin in western Texas. The company estimates that its newest acquisition will increase its proven reserves by 34 percent and its production capabilities by 30 percent. And Berry’s reserves are estimated to be about 75 percent oil and liquids, considered to be significantly more valuable than natural gas, given current prices.

Linn cited the growth promised by the deal in announcing an increase in its quarterly distributions to unit holders, to 77 cents a unit from 72.5 cents.

“Berry’s assets are an excellent fit for Linn, and we believe this transaction generates significant accretion to our distributable cash flow per unit,” Mark E. Ellis, Linn’s chief executive, said in a statement. “We have great respect for what the Berry management team has accomplished and consider the Berry employees to be an important part of this transaction.”

To help defray the tax consequences LinnCo will take on in the deal, Linn will pay its affiliate $6 million a year through 2015.

LinnCo was advised by Citigroup, while a conflicts committee of its board was advised by Evercore Partners and the law firm Locke Lord. A conflicts committee of Linn’s board was advised by Greenhill & Company and Akin Gump Strauss Hauer & Feld.

Latham & Watkins served as legal counsel to both Linn and LinnCo. Berry was advised by Credit Suisse and the law firm Wachtell, Lipton, Rosen & Katz.

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At least 16 hurt in blast and fire at Kansas City restaurant









At least 16 people were hurt and a popular wine bar was destroyed by an apparent natural gas explosion and ensuing fire at an upscale shopping district in Kansas City, Mo., Tuesday evening.


Residents reported smelling natural gas and seeing utility crews in the area before the conflagration. A strong scent of gas hung in the air afterward.


“Early indications are that a contractor doing underground work struck a natural gas line, but the investigation continues,” Missouri Gas Energy, a natural-gas provider, said in a statement.





The Kansas City Fire Department said the incident was under investigation. “It does seem to be an accident,” Fire Chief Paul Berardi said during a late-night news briefing.


JJ's Restaurant and wine bar, just off Country Club Plaza, had apparently been partially evacuated before the blast occurred about 6 p.m.


"This was happy hour at the restaurant. There were patrons in the restaurant," Berardi said.


No fatalities were reported, but officials brought in cadaver dogs to check the rubble. The Kansas City Star reported that one JJ's employee was missing.


The fire raged for two hours, with thick smoke visible for miles. Victims streamed to hospitals; at least four people were in critical condition.


Initially, police said a car had hit a gas main, but officials later discounted that explanation.


Witnesses described a chaotic scene. 


"I was sitting in my living room folding laundry, and felt in my chest -- and heard -- an explosion," said Jamie Lawless, who lives about two blocks from JJ's. "I started freaking out, and I was looking around, and then I saw other people walking outside. You could see giant black smoke billowing up from the plaza area, and nobody really knew what it was."


Sally McVey, who lives across the street from JJ's, said the fire "was growing exponentially, incredibly quickly. It was not like a fire I’ve seen before, where it takes a long time to spread.”


A crowd gathered to watch firefighters battle the blaze. At an apartment building on JJ's block, a woman on a top-floor balcony called down to onlookers.  "'Is my building on fire?' and everybody says, 'Yes, come down!' " McVey said. "She’s like, 'Oh my gosh,' and a lot of people come out of that building with their computers and dogs. She did too.”


JJ's owner, Jimmy Frantze, was out of town, said Kansas City Mayor Sly James, who used to be a fixture at the restaurant. The business, which boasted a selection of 1,800 bottles, had been on the site for 28 years.


“It was 28 years of a great restaurant, and then it has to end like this,” Frantze told the Kansas City Star while driving back from Oklahoma. “I want to make sure to check on my employees to make sure they are all right.”


Kansas City Police Department's bomb squad and officials with the Bureau of Alcohol, Tobacco, Firearms and Explosives were expected to investigate the accident after the search dogs finished looking for victims, Berardi said.


 matt.pearce@latimes.com


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Secret Lives of Wild Animals Captured by 1 Million Camera-Trap Images











All images courtesy of the TEAM Network






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A Minute With: Billy Crystal, former host of the Academy Awards






LOS ANGELES (Reuters) – Few people have more experience hosting the Academy Awards than actor Billy Crystal, who was the master of ceremonies for the movie industry’s highest honors for the ninth time last year.


As “Family Guy” creator Seth MacFarlane prepares to host the Oscars for the first time on Sunday, Crystal, 64, spoke to Reuters about his own experiences and offered some tips.






Q: What is the secret to being a good Oscar host?


A: “Anytime I’ve been asked by new hosts – Chris Rock called me, Jon Stewart called me – I always say the same thing: ‘Whatever your approach, the world is a rough room. And it’s a big room. Not everybody is going to like what you have to say. But when you’re up there, look like you want to be there. You’re the captain of show business that night. That’s your job.’”


Q: Is there a particular way to handle the audience?


A: “You’ve got the first five rows of people who are all nominated actors. They are really nervous. The women are in uncomfortable dresses. The men aren’t used to wearing tuxedos. For most of them, it’s the end of a really long awards season. The lights are bright, it’s usually really cold in there and there are cameras running everything to get reaction shots. So make them feel relaxed. And you have to be funny.”


Q: In those conditions, that sounds like a pretty tall order.


A: “It’s a really difficult job because it goes against everything you want to do as a performer and I always found that hard. As a performer who loves his job on stage, I don’t really like to see the audience, I like to feel them. So I try to encourage (new hosts) to understand that it’s not going to be what they’re used to.”


Q: Do you have a favorite year of all the ones you hosted?


A: “Definitely my first one (in 1990) because it was the first and it went really, really well. Then the one I almost didn’t do (in 1992) because I had pneumonia. I had a 104 temperature and was so sick. I came out as Hannibal Lecter in a mask and was wheeled out on a gurney and went out into the audience and talked to Anthony Hopkins. It was the year Jack Palance won for ‘City Slickers‘ and did the one-arm push-ups. That set me up for an evening of just running jokes about him.”


Q: Any mishaps that you recall needing to step in and save?


A: “At the (1992 ceremony) I introduced Hal Roach from the stage. It was his 100th birthday. He wasn’t supposed to speak, only wave. But he started speaking, holding himself up by the seat in front of him. You could barely hear him. It went on and on. You could feel people getting restless. Lines were racing through my head and I thought, ‘How do you get out of this?’”


Q: And how did you?


A: “I hit on a line and just looked at the audience and said: ‘It’s only fitting, he got his start in silent films!’ It got a big cheer. For me, I could look at that one little moment and say, ‘I was okay then. I was a good comedian that night.’”


Q: Did hosting the Oscars ever get old for you?


A: “If it ever gets old hat, you shouldn’t do it. The nervous part for me was when we had a good show, trying to top it the next year. It was putting that self-imposed pressure on myself. We were fortunate enough to have some good shows and some not as good as others.”


Q: Do you have one particular moment that will always stay with you?


A: “I came up with this idea of putting me in the nominated films. The last piece was ‘The English Patient‘ where I’m walking in the desert. David Letterman had a rough time (when he hosted the Oscars in 1995), so I said, ‘What if Letterman is in the plane and he’s coming after me because I’m hosting?’ So we did that and I thought, ‘What if I come through the screen?’ So they built a screen and I ran on film and then popped right through the screen and suddenly I was live (at the theater).”


Q: So was that your favorite moment?


A: “Here’s my singular favorite moment: My mother was in the audience that night. It was the only time she saw me host the Oscars in person. When I popped through the screen, she and I made eye contact. We just looked at each other … so that was the greatest moment.”


Q: Would you host again if asked?


A: “Today with social media, everybody who can press ‘send’ is a critic. There’s a lot of good ones, but the mean ones are really mean. If you have a thin skin for that it makes it hard … For me if the show is good, it’s expected. If it’s a bit off, you get creamed. And I don’t feel like getting creamed anymore.”


(Editing by Jill Serjeant, Patricia Reaney and Stacey Joyce)


TV News Headlines – Yahoo! News





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The New Old Age Blog: The Reluctant Caregiver

Now and then, I refer to the people that caregivers tend to as “loved ones.” And whenever I do, a woman in Southern California tells me, I set her teeth on edge.

She visits her mother-in-law, runs errands, helps with the paperwork — all tasks she has shouldered with a grim sense of duty.  She doesn’t have much affection for this increasingly frail 90something or enjoy her company; her efforts bring no emotional reward. Her husband, an only child, feels nearly as detached. His mother wasn’t abusive, a completely different scenario, but they were never very close.

Ms. A., as I’ll call her because her mother-in-law reads The Times on her computer, feels miserable about this. “She says she appreciates us, she’s counting on us. She thanks us,” Ms. A. said of her non-loved one. “It makes me feel worse, because I feel guilty.”

She has performed many services for her mother-in-law, who lives in a retirement community, “but I really didn’t want to. I know how grudging it was.”

Call her the Reluctant Caregiver. She and her husband didn’t invite his parents to follow them to the small city where they settled to take jobs. The elders did anyway, and as long as they stayed healthy and active, both couples maintained their own lives. Now that her mother-in-law is widowed and needy, Ms. A feels trapped.

Ashamed, too. She knows lots of adult children work much harder at caregiving yet see it as a privilege. For her, it is mere drudgery. “I don’t feel there’s anybody I can say that to,” she told me — except a friend in Phoenix and, anonymously, to us.

The friend, therapist Randy Weiss, has served as both a reluctant caregiver to her mother, who died very recently at 86, and a willing caregiver to her childless aunt, living in an assisted living dementia unit at 82. Spending time with each of them made Ms. Weiss conscious of the distinction.

Her visits involved many of the same activities, “but it feels very different,” she said. “I feel the appreciation from my aunt, even if she’s much less able to verbalize it.” A cherished confidante since adolescence, her aunt breaks into smiles when Ms. Weiss arrives and exclaims over every small gift, even a doughnut. She worked in the music industry for decades and, despite her memory loss, happily sings along with the jazz CDs Ms. Weiss brings.

Because she had no such connection with her mother, whom Ms. Weiss described as distant and critical, “it’s harder to do what I have to do,” she said. (We spoke before her mother’s death.) “One is an obligation I fulfill out of duty. One is done with love.”

Unlike her friend Ms. A, “I don’t feel guilty that I don’t feel warmly towards my mother,” Ms. Weiss said. “I’ve made my peace.”

Let’s acknowledge that at times almost every caregiver knows exhaustion, anger and resentment.  But to me, reluctant caregivers probably deserve more credit than most. They are not getting any of the good stuff back, no warmth or laughter, little tenderness, sometimes not even gratitude.

Yet they are doing this tough work anyway, usually because no one else can or will. Maybe an early death or a divorce means that the person who would ordinarily have provided care can’t. Or maybe the reluctant caregiver is simply the one who can’t walk away.

“It’s important to acknowledge that every relationship doesn’t come from ‘The Cosby Show,’” said Barbara Moscowitz when I called to ask her about reluctance. Ms. Moscowitz, a senior geriatric social worker at Massachusetts General Hospital, has heard many such tales from caregivers in her clinical practice and support groups.

“We need to allow people to be reluctant,” she said. “It means they’re dutiful; they’re responsible. Those are admirable qualities.”

Yet, she recognizes, “they feel oppressed by the platitudes. ‘Your mother is so lucky to have you!’” Such praise just makes people like Ms. A. squirm.

Ms. Moscowitz also worries about reluctant caregivers, and urges them to find support groups where they can say the supposedly unsay-able, and to sign up early for community services — hotlines, senior centers, day programs, meals on wheels — that can help lighten the load.

“Caregiving only goes one way – it gets harder, more complex,” she said. “Support groups and community resources are like having a first aid kit. It’s going to feel like even more of a burden, and you need to be armed.”

I wonder, too, if reluctant caregivers have a romanticized view of what the task is like for everyone else. Elder care can be a wonderful experience, satisfying and meaningful, but guilt and resentment are also standard parts of the job description, at least occasionally.

For a reluctant caregiver, “the satisfaction is, you haven’t turned your back,” Ms. Moscowitz said. “You can take pride in that.”


Paula Span is the author of “When the Time Comes: Families With Aging Parents Share Their Struggles and Solutions.”

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Bits Blog: Marissa Mayer Puts Her Stamp on Yahoo.com

8:39 a.m. | Updated On Wednesday, Yahoo introduced a fresh new home page with Marissa Mayer’s stamp all over it.

Yahoo’s home page has long been a sort of sad reflection of the company. A jazzed-up Craigslist of sorts, the site was often cluttered with low-quality ads and irrelevant content and in no way reflected the fact that Yahoo is one of the most visited sites on the Web. With more than 700 million monthly visitors, Yahoo is still a leading source of information for sports, finance and entertainment.

Ms. Mayer took the reins as Yahoo’s chief executive last July. Before that she was a long-time executive at Google, where she was widely credited with the simple look of the Google search page. Now she seeks to apply that same, clean aesthetic to one of the most chaotic sites on the Web.

In an interview Tuesday, Ms. Mayer said she wanted to make Yahoo’s site “fresh and dynamic and add an element of surprise and serendipity.”

Gone are the low-quality ads. She has added an infinite, Twitter-like news feed and a stream of content recommended by users’ Facebook friends. Instead of trying to jam every Yahoo feature onto the site, the new design gives special prominence to Yahoo’s most popular Web properties: Yahoo’s e-mail and news service, Yahoo Finance, Yahoo Sports, its movie listing site and OMG, its popular entertainment site.

Users can now easily share content they see on the home page via e-mail, Twitter or Facebook with one click. They also have limited ability to customize the site to their liking. They can turn off home page features like horoscopes, stock quotes and sports stats. Ms. Mayer pointed out that the more items users switch on and off, the smarter the Yahoo algorithm gets and the more relevant content Yahoo will serve up.

Yahoo’s redesigned home page is the third major aesthetic improvement Ms. Mayer has introduced since joining the company. In December, she redesigned Yahoo’s e-mail service and its once-popular photo-sharing service Flickr.

In the interview, Ms. Mayer said these would be the “first of many releases” and she would turn her focus to a dozen or more Yahoo products. Her next priority for the home page, she said, will be adding content sources. In December, Yahoo signed three deals, with CBS Television, NBC Sports and ABC News. In each case, the media companies will work with Yahoo to promote each other’s content and produce original video content for the Web.

“We’re introducing a new way to welcome people to Yahoo,” Ms. Mayer said.

But it’s more than aesthetics. Ms. Mayer is betting that the renewed focus on Yahoo’s products will turn around the company’s ailing display ad revenue. Yahoo, once the biggest seller of display ads in the United States, went from a leading 15.5 percent share of all digital ad revenues in the United States in 2009, to an 8.4 percent share last year, even as total digital ad spending grew, according to eMarketer. Meanwhile, its competitor, Google, increased its share to 41 percent.

Last month, she told analysts, “More personalized content and increased product innovation will be key to getting us back to the path for display revenue growth.”

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Obama ramps up pressure on GOP to avert budget cuts









WASHINGTON -- With less than two weeks before across-the-board spending cuts begin taking effect, President Obama is cranking up pressure on congressional Republicans to agree to a Democratic plan that would temporarily block the deep reductions.


Obama is scheduled to speak Tuesday on the need to prevent the cuts, known in Washington as a sequester, appearing at a White House event with first responders -- people whose jobs might be lost if the federal government slashes budgets as scheduled on March 1, according to a White House official.


The president plans to endorse a Democratic plan that would replace the across-the-board cuts with more targeted reductions, as well as new taxes on some people making more than $1 million.





"The president will challenge Republicans to make a very simple choice: do they protect investments in education, health care and national defense or do they continue to prioritize and protect tax loopholes that benefit the very few at the expense of middle and working class Americans?" said the official, who would not be named discussing the plans.


Obama's event will be the latest step in his public campaign to cast his Republican opponents as standing in the way of  "balanced" deficit reduction, an effort he has pursued since the election and which he  highlighted in his State of the Union speech last week.


The president says he wants to curb government spending, but any deal must include new tax revenue from changes to the tax code and protect entitlements.


GOP leaders also say they want to avert the blunt spending cuts -- which were enacted as part of a 2011 budget deal as a way to force a compromise.


Nonpartisan experts say the cuts would eliminate hundreds of thousands of jobs and slow the recovery.


But Republicans argue that new taxes should not be included in the alternative. House Speaker John Boehner, (R-Ohio) said last week the cuts were likely to hit unless lawmakers agreed on a long-term plan that dramatically cuts government spending and eliminates the deficit over the next decade.


A Boehner spokesman said it was time for the Senate to find an alternative.

"We agree the sequester is a bad way to cut spending. That's why we've twice passed a plan to replace it with common sense cuts and reforms that don't threaten our security, safety, and economy," said spokesman Brendan Buck. "A solution now requires the Senate -- controlled by the president's party -- to finally pass a plan of their own."


Senate Republicans are expected propose their own temporary alternative, which would curb the growth of the federal workforce.


The White House is continuing with the strategy that has yielded success in the past -- using the president's megaphone and a popular proposal to pressure Congress on deadline. That tactic successfully forced Republicans to agree to raise income taxes on top earners as part of last month's fiscal cliff deal. That deal also delayed the sequester for two months.


The Democrats are proposing another 10 month delay, replacing half the cuts with the so-called Buffett Rule, a requirement that those who have adjusted gross incomes above $1 million pay a minimum 30% tax rate.


The rule, an early staple in Obama's reelection campaign, is named for billionaire Warren Buffett, who has said that tax loopholes and deductions allow him to pay a lower effective tax rate than his secretary.


The Democratic proposal includes $55 billion in new revenue, along with cuts to farm subsidies and a smaller hit to defense spending than is scheduled.


[For the Record, 5:22 a.m. PST  Feb. 19: This post has been updated to include a statement from Boehner's spokesman.]


ALSO:


Republicans successfully block vote on vote on Hagel nomination


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White House pushes back on GOP criticism of draft immigration bill



Kathleen.hennessey@latimes.com


Twitter: @khennessey





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Watch a Robot Interview <em>Portlandia'</em>s Fred Armisen











Here at Wired we don’t fear losing our jobs to robots – in fact, we advocate for it.


So when Fred Armisen stopped by the Wired office after the SF Sketchfest tribute to his Peabody Award-winning show Portlandia, we decided to let our robot Rob-EE do the talking. Armisen and Rob-EE even had a heart-to-android-heart. Rob-EE also managed to get some dirt about Armisen’s thoughts on the end of 30 Rock, working on both Portlandia and Saturday Night Live, and the very-prescient subject of a robot’s right to comedy.


“Hopefully there will be a day when all comedy is all robots,” Armisen says. “There should be comedians who perform only for robots – I’m saying human comedians that only perform for robots.”


Find out what else happened when Rob-EE sat down with Armisen in the video above. Portlandia airs Fridays at 10 p.m./9 p.m. Central on IFC.






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National Briefing | South: Abortion Curbs Clear Senate in Arkansas



The State Senate voted 25 to 7 on Monday to ban most abortions 20 weeks into a pregnancy. The measure goes back to the House to consider an amendment that added exceptions for rape and incest. The legislation is based on the belief that fetuses can feel pain 20 weeks into a pregnancy, and is similar to bans in several other states. Opponents say it would require mothers to deliver babies with fatal conditions. Gov. Mike Beebe has said he has constitutional concerns about the proposal but has not said whether he will veto it.


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Mary Jo White could face conflicts of interest as SEC chairwoman









NEW YORK — As a lawyer in private practice, Mary Jo White worked for Wall Street all-stars: banking giant JPMorgan Chase & Co., auditor Deloitte & Touche, former Bank of America Corp. chief Ken Lewis.


White, President Obama's pick to lead the U.S. Securities and Exchange Commission, even did legal work for former Goldman Sachs Group Inc. director Rajat Gupta, the highest-profile catch in the federal government's crackdown on insider trading, according to disclosures White filed ahead of her U.S. Senate confirmation hearing.


If she wins approval to lead the country's top financial watchdog, government ethics rules could force White to sit out of some SEC decisions. Potential conflicts of interest — or the appearances of conflicts — could arise from her work at the high-powered New York law firm Debevoise & Plimpton, and that of her husband John White, a partner at the prestigious firm Cravath, Swaine & Moore.





Obama's appointment of White, a former U.S. attorney in Manhattan known for high-profile prosecutions of mobsters and terrorists, was seen as a signal the administration was getting tougher on Wall Street. Her confirmation hearing in the Senate has not yet been scheduled but is expected in the next several weeks.


"She would have quite a minefield to navigate," said Robert Kelner, an attorney who is an expert in government ethics rules at the law firm Covington & Burling in Washington. "But this is not unusual for a senior-level appointee coming out of a law firm."


White could have to abstain from votes on matters involving former clients at a time when the SEC has been struggling to regain investor confidence among regulators and financial markets.


Government ethics rules generally prevent commissioners from participating in matters in which they or their spouses have any financial stake, or have any interest that could raise questions about their impartiality, Kelner said.


These rules generally restrict commissioners from taking part in cases they worked on while in the private sector — whether to bring a securities fraud lawsuit against a former client, for example, Kelner said.


White could still be involved in other matters dealing with former clients, just as long as she hasn't previously worked on the other side of particular cases before the SEC, Kelner said.


What could also complicate White's tenure at the SEC is an ethics pledge Obama has required executive-branch appointees to sign since he took office.


Aiming to limit the effects of the "revolving door" between government officials and the private sectors they regulate, the ethics pledge precludes appointees from participating in any matter involving "specific parties that is directly and substantially related" to their "former employer or former clients." Kelner said the pledge generally would not apply to broad regulations or policies.


The White House could grant White a waiver from the ethics pledge.


White did not respond to an email request for comment. Nominees typically do not speak publicly ahead of their confirmation hearings.


White would take over the SEC at a time when the agency faces major regulatory issues, aside from enforcement issues. The five-member commission, under former Chairwoman Mary Schapiro, failed to pass a sweeping overhaul of money-market funds, which federal officials say remain a weak link in the financial system.


Also before the SEC are rules governing high-speed stock trading and how the increasingly fragmented stock market is structured. The agency still must mete out myriad regulations called for by the Dodd-Frank financial overhaul of 2010.


John Coffee, a securities law expert at Columbia University in New York, said White has no apparent conflicts involving the marquee regulatory matters facing the SEC.


"There is just a forest of bayonets waiting out there if she looked like she was protecting a former client from an enforcement action," Coffee said. "I think she's also too smart to put herself in that kind of position."


andrew.tangel@latimes.com


Times staff writer Jim Puzzanghera in Washington contributed to this report.





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