Berry Petroleum Company Announces Commencement of Modified Dutch Auction Tender Offer for Its 10¼% Senior Notes Due 2014
March 06 2012 - 8:51AM
Business Wire
Berry Petroleum Company (NYSE:BRY), announced today that it has
commenced a cash tender offer (the “Offer”) for up to $150 million
aggregate principal amount (the “Tender Cap”) of its outstanding
10¼% Senior Notes due 2014 (the “Notes”). The Offer is scheduled to
expire at 11:59 p.m., New York City time, on April 2, 2012, unless
extended or earlier terminated (the “Expiration Date”). As of March
1, 2012, $355,256,000 principal amount of Notes were outstanding.
Information related to the Notes and the Offer are listed in the
table below.
CUSIP No.
OutstandingPrincipal Amount
Title ofSecurity
Early TenderDate
Early TenderPayment(1)
Total Consideration(Acceptable Bid Price
Range)(1)(2)
085789AD7 $355,256,000
10¼% SeniorNotes due 2014
March 19, 2012,5:00 p.m., New York City
time
$30.00 $1,155.00 - $1,175.00 (1) Per $1,000 principal amount
of Notes that are accepted for purchase. (2) Includes the Early
Tender Payment.
The “Total Consideration” for each $1,000 principal amount of
Notes will be determined based on a modified “Dutch Auction”
procedure. Each holder that tenders Notes in the Offer will specify
a “Bid Price,” within a range specified in the table above, which
represents the minimum consideration such holder is willing to
receive for those Notes. Holders who tender Notes without
specifying a Bid Price will be deemed to have specified $1,155.00
per $1,000 principal amount of Notes. The total consideration
payable under the Offer, and the Bid Price specified by holders of
Notes electing to participate, includes an “Early Tender Payment”
of $30.00 for each $1,000 principal amount of Notes. Holders will
only be eligible to receive the Early Tender Payment for Notes that
such holders have validly tendered (and not withdrawn) prior to
5:00 p.m., New York City time, on March 19, 2012, unless extended.
If the aggregate amount of Notes validly tendered (and not
withdrawn) with a Bid Price equal to or below the Total
Consideration exceeds the Tender Cap, then holders of Notes who
tender Notes with a Bid Price equal to the Total Consideration will
be subject to proration as described in the Offer to Purchase
(defined below).
Holders whose Notes are purchased in the 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.
Tendered Notes may be withdrawn before 5:00 p.m., New York City
time, on March 19, 2012, unless extended (the “Withdrawal Date”).
Holders of Notes who tender their Notes after the Withdrawal Date,
but prior to the Expiration Date, may not withdraw their Notes. The
Company reserves the right, in its sole discretion, to increase the
Tender Cap. If the Company increases the Tender Cap, it does not
expect to extend the Withdrawal Date or otherwise reinstate
withdrawal rights.
The Offer is subject to the satisfaction of certain conditions
including: (1) consummation of a new capital markets debt offering
resulting in net proceeds on terms satisfactory to the Company in
an amount sufficient to fund the Offer and (2) certain other
customary conditions.
The complete terms and conditions of the 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 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 Offer.
Questions regarding the terms of the 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 Offer
is being made solely by the Offer to Purchase dated March 6, 2012.
The 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
consummation of a debt 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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