Issuer Free Writing Prospectus, dated October 27, 2010
Filed pursuant to Rule 433 under the Securities Act
Registration Statement No. 333-161243
BERRY PETROLEUM COMPANY
6 ¾% Senior Notes due 2020
Term Sheet
October 27, 2010
The following information supplements the preliminary prospectus supplement dated October 27, 2010 to the prospectus dated August 11, 2009.
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Issuer: |
Berry Petroleum Company |
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Security Description: |
Senior Notes |
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Distribution: |
SEC Registered |
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Face: |
$300,000,000 |
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Gross Proceeds: |
$300,000,000 |
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Net Proceeds to Issuer (before expenses): |
$294,000,000 |
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Coupon: |
6 ¾% |
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Maturity: |
November 1, 2020 |
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Offering Price: |
100.000% |
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Yield to Maturity: |
6.750% |
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Spread to Treasury: |
+405 bps |
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Benchmark: |
2.625% due August 15, 2020 |
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Interest Pay Dates: |
May 1 and November 1 |
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Beginning: |
May 1, 2011 |
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Optional Redemption Call Schedule: |
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Year |
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Percentage |
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November 1, 2015 |
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103.375 |
% |
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November 1, 2016 |
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102.250 |
% |
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November 1, 2017 |
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101.125 |
% |
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November 1, 2018 and thereafter |
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100.000 |
% |
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Make-Whole Amount: |
Make-whole call prior to November 1, 2015, as described in the preliminary prospectus supplement, plus accrued and unpaid interest. |
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Equity Claw: |
Up to 35% prior to November 1, 2013 at 106.750% of the principal amount of the Notes, plus accrued and unpaid interest. |
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Change of Control: |
Put @ 101% of principal plus accrued and unpaid interest |
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Trade Date: |
October 27, 2010 |
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Settlement Date: (T+3) |
November 1, 2010 |
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CUSIP: |
085789AE5 |
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ISIN: |
US085789AE51 |
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Bookrunners: |
Wells Fargo Securities, LLC BNP Paribas Securities Corp. |
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J.P. Morgan Securities LLC RBS Securities Inc. SG Americas Securities, LLC |
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Co-Managers: |
BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC Mitsubishi UFJ Securities (USA), Inc. RBC Capital Markets Corporation Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. U.S. Bancorp Investments, Inc. BBVA Securities Inc. KeyBanc Capital Markets Inc. Lloyds TSB Bank plc Morgan Keegan & Company, Inc. Natixis Bleichroeder LLC Scotia Capital (USA) Inc. |
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Additional Information:
The Ratio of Earnings to Fixed Charges disclosure on page S-39 of the preliminary prospectus supplement is supplemented as follows: Giving effect to this offering and the application of net proceeds from this offering, our pro forma ratio of earnings to combined fixed charges is as follows:
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Pro Forma |
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Year Ended |
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Nine Months |
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Pro forma ratio of earnings to fixed charges |
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1.4x |
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2.6x |
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The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-326-5897, BNP Paribas Securities Corp. toll-free at 1-800-854-5674, J.P. Morgan Securities LLC at 1-212-270-1200, RBS Securities Inc. toll-free from inside the United States at 1-866-884-2071, or SG Americas Securities, LLC at 1-212-278-7128.