Berry Petroleum Company (NYSE:BRY) announced today the expiration and final results of the Company’s previously announced cash tender offer (the “Tender Offer”) for up to $150.0 million aggregate principal amount of its 10¼% Senior Notes due 2014 (the “Notes”). The Tender Offer expired at 11:59 p.m., New York City time, on April 2, 2012. The Tender Offer was made pursuant to the Offer to Purchase dated March 6, 2012 (the “Offer to Purchase”).
Based on information provided by D.F. King & Co., Inc., the tender agent for the Tender Offer, $184.2 million in aggregate principal amount of Notes were validly tendered and not withdrawn in the Tender Offer. The Company accepted for purchase $150.0 million in aggregate principal amount of Notes (the “Accepted Notes”) validly tendered and not withdrawn at a purchase price of $1,175.00 per $1,000 principal amount (the “Total Consideration”), which was determined pursuant to a modified Dutch auction procedure described in the Offer to Purchase. Holders of $149.9 million in aggregate principal amount of Accepted Notes who validly tendered and did not withdraw their Accepted Notes on or prior to 5:00 p.m., New York City time, on March 19, 2012 (the “Early Tender Date”) will receive the Total Consideration, which includes an “Early Tender Payment” of $30.00, for each $1,000 principal amount of Notes so purchased. Holders of $0.1 million in aggregate principal amount of Accepted Notes who validly tendered their Notes after the Early Tender Date, but prior to the Expiration Date, will receive the Total Consideration less the Early Tender Payment for each $1,000 principal amount of Accepted Notes.
All Notes purchased in the Tender Offer will be retired. Any Notes that were tendered but not accepted for purchase will remain outstanding.
The Company will deposit with the Depositary Trust Company on April 3, 2012 the amount of cash necessary to pay for all Accepted Notes, which payment will include accrued and unpaid interest to, but not including, the date the Accepted Notes are purchased.
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 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 was 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. 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.