- Current report filing (8-K)
October 28 2010 - 3:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
October 27,
2010
BERRY PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware
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1-9735
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77-0079387
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer Identification No.)
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1999 Broadway, Suite 3700, Denver, Colorado
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80202
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(303) 999-4400
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT.
On October 27, 2010, Berry Petroleum Company (the Company)
entered into an Underwriting Agreement (the Underwriting Agreement) with
Wells Fargo Securities, LLC, as representative of the underwriters named
therein (collectively, the Underwriters), in connection with an underwritten
public offering of $300 million aggregate principal amount of the Companys 6¾%
senior notes due 2020 (the Notes).
Pursuant to the Underwriting Agreement, the Company agreed, among other
things, (i) that it would not offer or sell debt securities with a term of
more than one year (other than the Notes) for a period of 90 days after October 27,
2010 without the prior consent of Wells Fargo Securities, LLC and (ii) to
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or contribute to payments that
the Underwriters may be required to make in respect of those liabilities. The Underwriting Agreement contains other
terms and conditions that are generally customary for transactions of this
nature.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this report and is incorporated herein by reference. The foregoing description of the terms of the
Underwriting Agreement is qualified in its entirety by the Underwriting
Agreement.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT
NUMBER
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DESCRIPTION
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1.1
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Underwriting Agreement, dated October 27, 2010, by and among Berry
Petroleum Company and Wells Fargo Securities, LLC, as representative of the
underwriters named therein.
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5.1
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Opinion of Musick, Peeler & Garrett LLP.
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23.1
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Consent of Musick, Peeler & Garrett LLP (included in
Exhibit 5.1).
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1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BERRY PETROLEUM COMPANY
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By:
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/s/
Davis O OConnor
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Davis O OConnor
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Secretary
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Date:
October 28, 2010
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2
INDEX TO EXHIBITS
EXHIBIT
NUMBER
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DESCRIPTION
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1.1
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Underwriting Agreement, dated October 27, 2010, by and among
Berry Petroleum Company and Wells Fargo Securities, LLC, as representative of
the underwriters named therein.
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5.1
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Opinion of Musick, Peeler & Garrett LLP.
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23.1
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Consent of Musick, Peeler & Garrett LLP (included in
Exhibit 5.1).
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3
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