Berry Petroleum Company (NYSE:BRY), announced today that, as of 5:00 p.m., New York City time, on March 19, 2012 (the “Early Tender Date”), it had received tenders of approximately $184 million aggregate principal amount of its 10¼% senior notes due 2014 (the “Notes”), representing approximately 52% of the outstanding Notes, pursuant to the Company’s previously announced cash tender offer (the “Tender Offer”) for up to $150 million aggregate principal amount (the “Tender Cap”) of the Notes.
The Company’s obligation to accept for purchase, and to pay for, any Notes pursuant to the Tender Offer is subject to a number of conditions that are set forth in the Offer to Purchase dated March 6, 2012 (the “Offer to Purchase”). Among these conditions was the completion of a capital markets debt offering sufficient to finance the Tender Offer. On March 9, 2012, the Company completed the offer and sale of $600 million aggregate principal amount of its 6⅜% senior notes due 2022, the proceeds of which will be used, among other things, to finance the Tender Offer.
Subject to the satisfaction or waiver of the remaining conditions, holders who validly tendered and did not withdraw their Notes on or prior to the Early Tender Date, and whose Notes are purchased pursuant to the Tender Offer, will be entitled to receive the total consideration payable under the Tender Offer, which includes an “Early Tender Payment” of $30.00 for each $1,000 principal amount of Notes to be purchased, in accordance with the modified “Dutch Auction” procedures as more fully described in the Offer to Purchase.
Pursuant to the Offer to Purchase, holders of Notes may tender their Notes after the Early Tender Date. However, any such tender will not be entitled to receive the Early Tender Payment. Because the aggregate amount of Notes validly tendered and not withdrawn as of the Early Tender Date is greater than the Tender Cap, the Company will accept Notes validly tendered in the Tender Offer on a prorated basis as described in the Offer to Purchase. The Company reserves the right, in its sole discretion, to increase the Tender Cap.
Because the Withdrawal Date of 5:00 p.m., New York City time, on March 19, 2012 has passed, previously tendered Notes can no longer be withdrawn, and holders who tender Notes after the Withdrawal Date will not have withdrawal rights. The Tender Offer will expire at 11:59 p.m., New York City time, on April 2, 2012, unless extended.
Holders whose Notes are purchased in the Tender Offer will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the settlement date. The Company currently anticipates that the settlement date will be April 3, 2012.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase dated March 6, 2012, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, at (800) 628-8536 (US toll free) or, for banks and brokers, (212) 269-5550. The Company has retained Wells Fargo Securities, LLC to act as the exclusive dealer manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 715-8341 (collect).
This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The Tender Offer is being made solely by the Offer to Purchase dated March 6, 2012. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Berry Petroleum Company
Berry Petroleum Company is a publicly traded independent oil and gas production and exploitation company with operations in California, Colorado, Texas and Utah.
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 planned Tender Offer, including whether the Tender Offer 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 filings with the SEC, including its Annual Report on Form 10-K filed with the SEC on February 28, 2012.