Berry Petroleum Company : Announces Expiration and Final Results of Tender Offer for Its 101/4% Senior Notes Due 2014
Berry Petroleum Company Announces Expiration and Final
Results of Tender Offer for Its 101/4% Senior Notes Due
04/03/2012| 07:50am US/Eastern
DENVER, Apr 03, 2012 (BUSINESS WIRE) --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 101/4% 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not withdrawn in the Tender Offer.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not withdrawn at a purchase price of $1,175.00 per $1,000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
All Notes purchased in the Tender Offer will be retired. Any
Notes that were tendered but not accepted for purchase will
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
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.
SOURCE: Berry Petroleum Company
Berry Petroleum Company
Investors and Media
David Wolf, 1-303-999-4400
Shawn Canaday, 1-303-999-4000
This press release was issued by Berry Petroleum Company and was initially posted at http://phx.corporate-ir.net/phoenix.zhtml?c=85544&p=irol-newsArticle&ID=1679513&highlight= . It was distributed, unedited and unaltered, by noodls on 2012-04-03 13:43:49 PM. The issuer is solely responsible for the accuracy of the information contained therein.