Berry Petroleum Announces Proposed Public Offering of Additional 10¼% Senior Notes Due 2014

Berry Petroleum Company (NYSE:BRY) announced today that it intends to publicly offer, subject to market and other conditions, an additional $75 million in aggregate principal amount of its 10¼ senior notes due 2014. The notes are expected to be offered as additional notes under an indenture, as supplemented by a supplemental indenture, pursuant to which it issued $325 million principal amount of 10¼% senior notes due 2014 on May 27, 2009. The notes and the previously issued $325 million principal amount of notes will be treated as a single series of debt securities under the indenture. The offering will be made under Berry’s effective shelf registration statement as filed today with the Securities and Exchange Commission (SEC).

Berry intends to use the net proceeds of the offering to reduce outstanding borrowings under its senior secured revolving credit facility.

Wells Fargo Securities, LLC is acting as the sole bookrunning manager for the offering. A preliminary prospectus supplement relating to the offering will be 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 301 South College Street, 6th Floor, Charlotte, NC 28202, Attention: High Yield Syndicate, (704) 715-7035.

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 “intends,” “expects,” forms of those words and others indicate forward-looking statements. Forward-looking statements in this press release relate to, among other things, the offering of the senior notes, the amount of notes offered and the use of the net proceeds of the offering. Information about risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements is available in Berry’s filings with the SEC, including in PART 1, Item 1A. Risk Factors of Berry’s 2008 Form 10-K filed with the SEC on February 25, 2009 under the heading “Other Factors Affecting the Company’s Business and Financial Results,” and updated in the Company’s Form 10-Q filings subsequent to that date, and “Risk Factors” in the prospectus supplement.


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