Berry Petroleum Announces an Offering of $600 Million Aggregate Principal Amount of Senior Notes Due 2022
March 06 2012 - 8:49AM
Business Wire
Berry Petroleum Company (NYSE:BRY) announced today that it
intends to publicly offer, subject to market and other customary
conditions, $600 million aggregate principal amount of senior notes
due 2022 (the “2022 Notes”) pursuant to its effective shelf
registration statement previously filed with the Securities and
Exchange Commission (the “SEC”).
Berry intends to use the net proceeds from the offering to
redeem all $200 million outstanding principal amount of its 8¼%
Senior Subordinated Notes due 2016 (the “2016 Notes”), to finance a
tender offer (the “Tender Offer”) for up to $150 million aggregate
principal amount of its 10¼% Senior Notes due 2014 (the “2014
Notes”) and to reduce outstanding borrowings under its senior
secured revolving credit facility. To the extent that Berry
purchases less than $150 million of its 2014 Notes in the Tender
Offer, it intends to use the net proceeds that otherwise would have
been used to purchase the 2014 Notes to further reduce outstanding
borrowings under its senior secured revolving credit facility.
Pending the application of the net proceeds to redeem the 2016
Notes and finance the Tender Offer, Berry intends to reduce
outstanding borrowings under its senior secured revolving credit
facility, and it may temporarily invest the remaining net proceeds
in cash equivalents or short-term investments. The offering of 2022
Notes is not conditioned upon the successful consummation of the
Tender Offer.
Wells Fargo Securities, LLC, BMO Capital Markets Corp., Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, RBS
Securities Inc. and SG Americas Securities, LLC are acting as joint
book-running managers. A preliminary prospectus supplement relating
to the offering has been filed with the SEC and may be found on its
website at www.sec.gov. 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, LLC BMO Capital
Markets Corp. Attn: Client Support 3 Times Square, 28th Floor 550
South Tryon Street New York, NY 10036 7th Floor MAC D1086-070
Attention: High Yield Syndicate Charlotte, NC 28202 Telephone:
(212) 702-1882 Telephone: (800) 326-5897
Email: cmclientsupport@wellsfargo.com
Credit Suisse Securities (USA) LLC J.P. Morgan Securities
LLC Attention: Prospectus Department 383 Madison Avenue, 3rd Floor
One Madison Avenue New York, New York 10179 New York, New York
10010 Attention: Syndicate Desk Telephone (800) 221-1037 Telephone:
800-245-8812 RBS Securities Inc. SG Americas Securities, LLC
600 Washington Boulevard 1221 Avenue of the Americas Stamford,
Connecticut 06901 New York, New York 10020 Attn: High Yield Debt
Capital Markets Syndicate Attention: David C. Sharp, Managing
Director Telephone: (866) 884-2071 Capital Markets & Syndicate
- Americas
E-mail: david-c.sharp@sgcib.com
Telephone: (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. The Tender Offer is being made
pursuant to the offer to purchase issued in connection with the
Tender Offer, and this press release is not an offer to purchase
with respect to any of the 2014 Notes.
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 offering,
the size of the offering, the use of the net proceeds from the
offering and 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.
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