Berry Petroleum Announces $300 Million Senior Note Offering

Berry Petroleum Company (NYSE:BRY) announced today that it intends to publicly offer, subject to market and other customary conditions, $300 million aggregate principal amount of senior notes due 2020 under its effective shelf registration statement previously filed with the Securities and Exchange Commission (SEC).

Berry intends to use approximately $175 million of the net proceeds from the offering to finance the purchase price of the planned acquisition of certain properties in the Wolfberry trend of West Texas and to use the remainder to reduce outstanding borrowings under its senior secured revolving credit facility.

Wells Fargo Securities, LLC, BNP Paribas Securities Corp., J.P. Morgan Securities LLC, RBS Securities Inc. and SG Americas Securities, LLC are acting as joint book-running managers for the offering. A preliminary prospectus supplement relating to the offering has been filed with the SEC and may be found on its website at Alternatively, the underwriters will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting Wells Fargo Securities at 550 South Tryon Street, 7th Floor, MAC D1086-070, Charlotte, NC 28202, or, or by calling 1-800-326-5897; BNP Paribas Securities Corp. at 787 Seventh Avenue, New York, New York 10019 or by calling 1-800-854-5674; J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179, Attention: High Yield Syndicate Desk, or by calling 212-270-1200; RBS Securities Inc. at 600 Steamboat Road, Greenwich, CT 06830, Attention: High Yield Syndicate, or by calling 1-866-884-2071; or SG Americas Securities, LLC at 1221 Avenue of the Americas, New York, NY 10020, Attention: David C. Sharp, Managing Director Capital Markets & Syndicate - Americas,, Tel: 212-278-7128, Fax: 212-278-2072.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. The notes will be offered only by means of a prospectus, including the prospectus supplement relating to the notes, meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Berry Petroleum Company

Berry Petroleum Company is a publicly traded independent oil and gas production and exploitation company with operations in California, Utah, Colorado and Texas.

Safe harbor under the “Private Securities Litigation Reform Act of 1995”

Any statements in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties. Words such as “estimate,” “expect,” “would,” “will,” “target,” “goal” and “intend” and forms of those words and others indicate forward-looking statements. These statements include but are not limited to forward-looking statements about the offering, the size of the offering, the use of the net proceeds from the offering and the planned acquisition of properties in West Texas, including whether the acquisition is consummated in whole or in part. These statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Important factors which could affect actual results are discussed in Berry's 2009 Form 10-K filed with the Securities and Exchange Commission on February 25, 2010, as updated in the Company’s 10-Q filings subsequent to such date, under Part 1, Item A, Risk Factors and in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.


Berry Petroleum Company
Investors and Media
David Wolf, 1-303-999-4400
Shawn Canaday, 1-303-999-4000
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