(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of common stock that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to rule 457(c) under the Securities Act, as amended, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Stock Market on December 6, 2018.

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•	worldwide and regional economic conditions impacting the global supply and demand for, and transportation costs of, oil and natural gas;

•	the price and quantity of foreign imports of oil;

•	prevailing prices on local price indexes in the areas in which we operate;

•	political and economic conditions in, or affecting, other producing regions or countries, including the Middle East, Africa, South America and Russia;

•	the level of global exploration, development and production, and resulting inventories;

•	actions of the Organization of the Petroleum Exporting Countries (“OPEC”), its members and other state-controlled oil companies relating to oil price and production controls;

•	actions of other significant producers;

•	the proximity, capacity, cost and availability of gathering and transportation facilities;

•	the cost of exploring for, developing, producing and transporting reserves;

•	weather conditions and natural disasters;

•	technological advances, conservation efforts and availability of alternative fuels affecting oil and gas consumption;

•	refining and processing disruptions or bottlenecks;

•	the impact of the U.S. dollar exchange rates on oil;

•	expectations about future oil and gas prices; and

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•	Foreign and U.S. federal, state and local and non-U.S. governmental regulation and taxes.

•	the volume of hydrocarbons we are able to produce from existing wells;

•	the prices at which our production is sold and our operating expenses;

•	the extent and levels of our derivatives activities;

•	our proved reserves, including our ability to acquire, locate and produce new reserves;

•	our ability to borrow under the RBL Facility;

•	and our ability to access the capital markets.

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•	the counterparties to our hedging or other price-risk management contracts fail to perform under those arrangements; and

•	an event materially impacts oil and natural gas prices in the opposite direction of our derivative positions.

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•	the similarity of reservoir performance in other areas to expected performance from our assets;

•	the quality, quantity and interpretation of available relevant data;

•	commodity prices (see “—Oil, natural gas and NGL prices are volatile and directly affect our results.”);

•	production and operating costs;

•	ad valorem, excise and income taxes;

•	development costs;

•	the effects of government regulations; and future workover and asset retirement costs.

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•	poor production response;

•	ineffective application of recovery techniques;

•	increased costs of drilling, completing, stimulating, equipping, operating, maintaining and abandoning wells; and

•	delays or cost overruns caused by equipment failures, accidents, environmental hazards, adverse weather conditions, permitting or construction delays, title disputes, surface access disputes and other matters.

•	delays imposed by, or resulting from, compliance with regulatory requirements, including limitations on water disposal, emission of greenhouse gases (“GHGs”), steam injection and well stimulation;

•	pressure or irregularities in geological formations;

•	shortages of or delays in obtaining equipment and qualified personnel or in obtaining water for steam used in production or pressure maintenance;

•	lack of available gathering facilities or delays in construction of gathering facilities;

•	lack of available capacity on interconnecting transmission pipelines; and

•	other market limitations in our industry.

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•	incur or guarantee additional indebtedness;

•	make investments (including certain loans to others);

•	merge or consolidate with another entity;

•	make dividends and certain other payments in respect of our equity;

•	hedge future production or interest rates;

•	create liens that secure indebtedness or certain other obligations;

•	transfer, sell or otherwise dispose of assets;

•	repay or prepay certain indebtedness prior to the due date;

•	enter into transactions with affiliates; and

•	engage in certain other transactions without the prior consent of the lenders.

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•	vendors or other contract counterparties could terminate their relationship or require financial assurances or enhanced performance;

•	our ability to renew existing contracts and compete for new business may be adversely affected; and

•	our ability to attract, motivate and retain key executives and employees may be adversely affected.

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•	permits stockholders to make investments in competing businesses; and

•	provides that if one of our directors who is also an employee, officer or director of a stockholder (a “Dual Role Person”) becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.

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•	volatility of oil, natural gas and NGL prices;

•	inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures and meet working capital requirements;

•	price and availability of natural gas;

•	our ability to use derivative instruments to manage commodity price risk;

•	impact of environmental, health and safety, and other governmental regulations, and of current, pending, or future legislation;

•	uncertainties associated with estimating proved reserves and related future cash flows;

•	our inability to replace our reserves through exploration and development activities;

•	our ability to obtain permits and otherwise to meet our proposed drilling schedule and to successfully drill wells that produce oil and natural gas in commercially viable quantities;

•	effects of competition;

•	our ability to make acquisitions and successfully integrate any acquired businesses;

•	market fluctuations in electricity prices and the cost of steam;

•	asset impairments from commodity price declines;

•	large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies;

•	geographical concentration of our operations;

•	our ability to improve our financial results and profitability following our emergence from bankruptcy and other risks and uncertainties related to our emergence from bankruptcy;

•	changes in tax laws;

•	impact of derivatives legislation affecting our ability to hedge;

•	ineffectiveness of internal controls;

•	concerns about climate change and other air quality issues;

•	catastrophic events;

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•	litigation;

•	our ability to retain key members of our senior management and key technical employees; and

•	information technology failures or cyber attacks.

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(1)	Includes non-recurring restructuring and other costs and non-cash stock compensation expense of, $8.8 million for the nine months ended September 30, 2018, $32.1 million for the ten months ended December 31, 2017 and $28.3 million for the seven months ended September 30, 2017.

(2)

The Series A Preferred Stock was not a participating security; therefore, we calculated diluted earnings per share using the “if-converted” method, under which the preferred dividends are added back to the numerator and the Series A Preferred Stock is assumed to be converted at the beginning of the period. No incremental shares of Series A Preferred Stock were included in the diluted earnings per share calculation for

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(3)	Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see “Prospectus Summary—Summary Historical and Pro Forma Financial Information—Non-GAAP Financial Measures.”

(4)	Adjusted General and Administrative Expenses is a non-GAAP financial measure. For a definition of Adjusted General and Administrative Expenses and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see “Prospectus Summary—Summary Historical and Pro Forma Financial Information—Non-GAAP Financial Measures.

(5)	Dividends declared on common stock for the three months ended September 30, 2018 was $0.09/share.

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•	Linn Acquisition Company, LLC transferred 100% of the outstanding membership interests in Berry LLC to Berry Corp. pursuant to an assignment agreement, dated February 28, 2017, between Linn Acquisition Company, LLC and Berry Corp. (the “Assignment Agreement”). Under the Assignment Agreement, Berry LLC became a wholly owned operating subsidiary of Berry Corp.

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The holders of claims under Berry LLC’s Second Amended and Restated Credit Agreement, dated November 15, 2010, by and among Berry LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and certain lenders (as amended, the “Pre-Emergence Credit Facility”), received (i) their pro rata share of a cash paydown and (ii) pro rata participation in a new facility (the “Emergence Credit Facility”). As a result, all outstanding obligations under the Pre-Emergence Credit Facility were canceled and the agreements governing these obligations were terminated.

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Berry LLC, as borrower, entered into the Emergence Credit Facility with the holders of claims under the Pre-Emergence Credit Facility, as lenders, and Wells Fargo Bank, N.A., as administrative agent, providing for a new reserve-based revolving loan with up to $550 million in borrowing commitments. For additional information about the Emergence Credit Facility, see Note 5 of our 2017 consolidated financial statements.

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The holders of Berry LLC’s 6.75% senior notes due 2020, and 6.375% senior notes due 2022 (collectively, the “Unsecured Notes”), received a right to their pro rata share of (i) either 32,920,000 shares of common stock in Berry Corp. or, for those non-accredited investors holding the Unsecured Notes that irrevocably elected to receive a cash recovery, cash distributions from a $35 million cash distribution pool (the “Cash Distribution Pool”) and (ii) specified rights to participate in a two-tranche offering of rights to purchase Series A Preferred Stock at an aggregate purchase price of $335 million (as further defined in the Plan, the “Berry Rights Offerings”). As a result, all outstanding obligations under the Unsecured Notes were canceled, and the indentures and related agreements governing these obligations were terminated.

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The holders of unsecured claims against Berry LLC (other than the Unsecured Notes) (the “Unsecured Claims”) received a right to their pro rata share of either (i) 7,080,000 shares of common stock in Berry Corp., or (ii) in the event that such holder irrevocably elected to receive a cash recovery, cash distributions from the Cash Distribution Pool. The obligations arising from the Unsecured Claims were extinguished.

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•	high oil content, which makes up more than 80% of our production;

•	favorable Brent-influenced crude oil pricing dynamics;

•	long-lived reserves with low and predictable production decline rates;

•	stable and predictable development and production cost structures;

•	a large inventory of low-risk identified development drilling opportunities with attractive full-cycle economics; and

•	potential in-basin organic and strategic opportunities to expand our existing inventory with new locations of substantially similar geology and economics.

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•	employ:

•	drill approximately 230 to 250 gross development wells in 2018, of which we expect at least 235 will be in California, and 400 to 450 gross development wells in 2019, almost all of which we expect will be in California.

(1)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)	Production represents volumes sold during the period.

(2)

Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended December 31, 2017, the average prices of ICE (Brent) oil and NYMEX (HH) natural gas were $54.82 per Bbl and $3.11 per Mcf, respectively, resulting in an oil-to-gas ratio of over 17 to 1.

(3)	We report electricity, transportation and marketing sales separately in our financial statements as revenues in accordance with GAAP. However, these revenues are viewed and used internally in calculating operating expenses which is used to track and analyze the economics

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(4)	Includes non-recurring restructuring and other costs and non-cash stock compensation expense, in aggregate, of approximately $1.08, $1.24 and $1.45 per Boe for the three months ended September 30, 2018, June 30, 2018 and September 30, 2017, respectively.

(1)	Production represents volumes sold during the period.

(2)	On July 31, 2017, we purchased the remaining approximately 84% working interest of our South Belridge Hill property, located in Kern County, California.

(3)	On July 31, 2017, we sold our 78% working interest in the Hugoton natural gas field located in southwest Kansas and the Oklahoma Panhandle. Our Hugoton assets represented approximately 24% of our average net daily production for the year ended December 31, 2016.

(4)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)	Production represents volumes sold during the period.

(2)	Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years.

(3)

We report electricity, transportation and marketing sales separately in our financial statements as revenues in accordance with GAAP. However, these revenues are viewed and used internally in calculating operating expenses which is used to track and analyze the economics of development projects and the efficiency of our hydrocarbon recovery. We purchase third-party gas to generate electricity through our cogeneration facilities to be used in our field operations activities and view the added benefit of any excess electricity sold externally as a cost reduction/benefit to

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(4)	Includes non-recurring restructuring and other costs and non-cash stock compensation expense, in aggregate, of approximately of approximately $1.22, $4.12 and none per Boe for the nine months ended September 30, 2018, the seven months ended September 30, 2017 and the two months ended February 28, 2017, respectively.

(1)	Production represents volumes sold during the period.

(2)	On July 31, 2017, we purchased the remaining approximately 84% working interest in our South Belridge Hill property, located in Kern County, California.

(3)	On July 31, 2017, we sold our 78% working interest in the Hugoton natural gas field located in southwest Kansas and the Oklahoma Panhandle. Our Hugoton assets represented approximately 24% of our average net daily production for the year ended December 31, 2016.

(4)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)	Production represents volumes sold during the period.

(2)	Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years.

(3)

We report electricity, transportation and marketing sales separately in our financial statements as revenues in accordance with GAAP. However, these revenues are viewed and used internally in calculating operating expenses which is used to track and analyze the economics of development projects and the efficiency of our hydrocarbon recovery. We purchase third-party gas to generate electricity through our cogeneration facilities to be used in our field operations activities and view the added benefit of any excess electricity sold externally as a cost reduction/benefit to generating steam for our thermal recovery operations. Marketing expenses mainly relate to natural gas purchased from third parties that moves through our gathering and processing systems and then is sold to third parties.

(4)	Includes non-recurring restructuring and other costs and non-cash stock compensation expense, in aggregate, of approximately $3.40 per Boe for the ten months ended December 31, 2017.

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(1)	Production represents volumes sold during the period.

(2)	On July 31, 2017, we purchased the remaining approximately 84% working interest of our South Belridge Hill property, located in Kern County, California.

(3)	On July 31, 2017, we sold our 78% working interest in the Hugoton natural gas field located in southwest Kansas and the Oklahoma Panhandle. Our Hugoton assets represented approximately 24% of our average net daily production for the year ended December 31, 2016.

(4)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)	Based on actual cash payments rather than accrual.

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•	incur or guarantee additional indebtedness or issue certain types of preferred stock;

•	pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness

•	transfer, sell or dispose of assets;

•	make investments;

•	create certain liens securing indebtedness;

•	enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us;

•	consolidate, merge or transfer all or substantially all of our assets; and

•	engage in transactions with affiliates.

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•	incur or guarantee additional indebtedness;

•	transfer, sell or dispose of assets;

•	make loans to others;

•	make investments;

•	merge with another entity;

•	make or declare dividends;

•	hedge future production or interest rates;

•	enter into transactions with affiliates;

•	incur liens; and

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•	engage in certain other transactions without the prior consent of the lenders.

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(1)	Represents interest on the RBL Facility computed at 4.8% through contractual maturity in 2022.

(2)	We enter into certain firm commitments to transport natural gas production to market and to transport natural gas for use in our cogeneration and conventional steam generation facilities. The remaining terms of these contracts range from approximately five to seven years and require a minimum monthly charge regardless of whether the contracted capacity is used or not.

(3)

Included in these obligations are natural gas purchase contracts for our cogeneration facilities, valued at approximately $14 million, and purchase obligations of approximately $6 million related to a commitment to either (a) invest at least $9 million to extend an existing access road in connection with our Piceance assets or construct a new access road, or (b) pay 50% of the difference between $12 million and the actual amount spent on such access road construction prior to the end of 2019. If we do not obtain extensions for the road obligation, we may trigger the payment obligation which, if we were unable to negotiate resolution, would reduce our capital available for investment.

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(1)	Includes net derivative gains (losses).

(2)	Includes the following expenses: lease operating, transportation, electricity generation, marketing, general and administrative, depreciation, depletion and amortization, impairment of long-lived assets and taxes, other than income taxes.

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•	high oil content, which makes up more than 80% of our production;

•	favorable Brent-influenced crude oil pricing dynamics;

•	long-lived reserves with low and predictable production decline rates;

•	stable and predictable development and production cost structures;

•	a large inventory of low-risk identified development drilling opportunities with attractive full-cycle economics; and

•	potential in-basin organic and strategic opportunities to expand our existing inventory with new locations of substantially similar geology and economics.

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(1)

Our estimated net reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $54.42 per Bbl ICE (Brent) for oil and NGLs and $2.98 per MMBtu NYMEX (HH) for natural gas at December 31, 2017. The volume-weighted average prices over the lives of the properties were $48.20 per barrel of oil and condensate, $28.25 per barrel of NGL and $2.935 per thousand cubic feet of gas. The prices were held constant for the lives of the properties and we took into account pricing differentials reflective of the market environment. Prices were calculated using oil and natural gas price parameters established by current SEC guidelines and accounting rules, including adjustment by lease for quality, fuel deductions, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead. Please see “—Our Reserves and Production Information.”

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(2)

Our Strip Pricing reserves were prepared on the same basis as our SEC reserves and do not include changes to costs, other economic parameters, well performance or drilling activity subsequent to December 31, 2017, except for the use of pricing based on closing month futures prices as reported on the ICE (Brent) for oil and NGLs and NYMEX (HH) for natural gas on May 31, 2018 rather than using the average of the first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. Our Strip Pricing oil, natural gas and NGL reserves were determined using index prices for natural gas and oil, respectively, as of May 31, 2018, without giving effect to derivative transactions. The average future prices for benchmark commodities used in determining our Strip Pricing reserves were $74.59 per Bbl for oil and NGLs for 2018, $72.98 for 2019, $69.15 for 2020 and $66.49 for 2021 thereafter, on the ICE (Brent), and $2.94 per MMBtu for natural gas for 2018, $2.75 for 2019, $2.68 for 2020 and $2.66 for 2021 thereafter, on the NYMEX (HH). The volume-weighted average prices over the lives of the properties were $61.67 per barrel of oil and condensate, $19.49 per barrel of NGL, and $1.943 per thousand cubic feet of gas. We have taken into account pricing differentials reflective of the market environment, and NGL pricing used in determining our Strip Pricing reserves was approximately ICE (Brent) for oil less $49.00. We believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date. Strip Pricing futures prices are not necessarily an accurate projection of future oil and gas prices. Investors should be careful to consider forward prices in addition to, and not as a substitute for, SEC prices, when considering our oil and natural gas reserves. Please see “—Our Reserves and Production Information.”

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(1)

Our estimated net reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $54.42 per Bbl ICE (Brent) for oil and NGLs and $2.98 per MMBtu NYMEX (HH) for natural gas at December 31, 2017. The volume-weighted average prices over the lives of the properties were $48.20 per Bbl of oil and condensate, $28.25 per Bbl of NGL and $2.935 per MMBtu of gas. The prices were held constant for the lives of the properties and we took into account pricing differentials reflective of the market environment. Prices were calculated using oil and natural gas price parameters established by current SEC guidelines and accounting rules, including adjustment by lease for quality, fuel deductions, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead. Please see “Prospectus Summary—Summary Reserves and Operating Data.”

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(2)	Represents undiscounted future capital expenditures as of December 31, 2017.

(3)	PV-10 is a financial measure that is not calculated in accordance with GAAP. For a definition of PV-10 and a reconciliation to the standardized measure of discounted future net cash flows, please see “Prospectus Summary—Summary Reserves and Operating Data—PV-10.” PV-10 does not give effect to derivatives transactions.

(4)

Our Strip Pricing reserves were prepared on the same basis as our SEC reserves and do not include changes to costs, other economic parameters, well performance or drilling activity subsequent to December 31, 2017, except for the use of pricing based on closing month futures prices as reported on the ICE (Brent) for oil and NGLs and NYMEX (HH) for natural gas on May 31, 2018 rather than using the average of the first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. Our Strip Pricing oil, natural gas and NGL reserves were determined using index prices for natural gas and oil, respectively, as of May 31, 2018 without giving effect to derivative transactions. The average future prices for benchmark commodities used in determining our Strip Pricing reserves were $74.59 per Bbl for oil and NGLs for 2018, $72.98 for 2019, $69.15 for 2020 and $66.49 for 2021 thereafter, on the ICE (Brent), and $2.94 per MMBtu for natural gas for 2018, $2.75 for 2019, $2.68 for 2020 and $2.66 for 2021 thereafter, on the NYMEX (HH). The volume-weighted average prices over the lives of the properties were $61.67 per barrel of oil and condensate, $19.49 per barrel of NGL, and $1.943 per thousand cubic feet of gas. We have taken into account pricing differentials reflective of the market environment, and NGL pricing used in determining our Strip Pricing reserves was approximately ICE (Brent) for oil less $49.00. We believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date. Strip Pricing futures prices are not necessarily an accurate projection of future oil and gas prices. Investors should be careful to consider forward prices in addition to, and not as a substitute for, SEC prices, when considering our oil and natural gas reserves. The decrease in reserve volumes using Strip Pricing as opposed to SEC Pricing is primarily the result of lower realized gas prices in Colorado using Strip Pricing as of May 31, 2018. Please see “Prospectus Summary—Summary Reserves and Operating Data.”

(5)	Using SEC Pricing as of December 31, 2017, there were approximately 23 MMBoe of PUDs associated with projects in the Piceance basin. Subsequent to year end, as a result of increasingly negative local gas pricing differentials, we revised our current development plan to exclude the development in the Piceance basin.

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(1)	Includes 486 steamflood and waterflood injection wells in California.

(2)	Excludes 91 wells in the Piceance basin each with a 5% working interest.

(3)

Our total identified drilling locations include approximately 790 gross (786 net) locations associated with PUDs as of December 31, 2017, including 161 gross (161 net) steamflood and waterflood injection wells. Please see “—Our Reserves and Production Information—Determination of Identified Drilling Locations” for more information regarding the process and criteria through which we identified our drilling locations.

(4)	Represents our weighted average working interest in our active wells.

(5)	Represents our weighted average net revenue interest for the nine months ended September 30, 2018.

(6)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

(1)

We had 790 gross (786 net) locations associated with PUDs as of December 31, 2017 using SEC Pricing, including 161 gross (161 net) steamflood and waterflood injection wells. Of those 790 gross PUD locations, 710 are associated with projects in California and 80 are associated with the Piceance basin. Please see “—Our Reserves and Production Information—Determination of Identified Drilling Locations” for more information regarding the process and criteria through which we identified our drilling locations. During the nine months ended September 30, 2018, we drilled 86 gross (86 net) wells that were associated with PUDs at December 31, 2017, including 25 gross (25 net) steamflood and waterflood injection wells.

(2)	Represents wells that we anticipate drilling over the next 5 to 10 years.

(3)	Using SEC Pricing as of December 31, 2017, there were 80 gross PUD locations associated with projects in the Piceance basin. Subsequent to year end, as a result of increasingly negative local gas pricing differentials, we revised our current development plan to exclude these Piceance locations.

(4)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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Stable, low-decline, predictable and oil-weighted conventional asset base. The majority of our interests are in properties that have produced for decades. As a result, the geology and reservoir characteristics are well understood, and new development well results are generally predictable, repeatable and present lower risk than unconventional resource plays. The properties are characterized by long-lived reserves with low production decline rates, a stable cost structure and low-risk developmental drilling opportunities with predictable production profiles. The nature of our assets provides us with a high degree of capital flexibility through commodity cycles.

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Substantial inventory of low-cost, low-risk and high-return development opportunities. We expect our locations to generate highly attractive rates of return. For example, our proved undeveloped reserves in California are projected to average single-well rates of return of approximately 37%, assuming SEC Pricing as of December 31, 2017, based on the assumptions used in preparing our SEC reserve report, which can be found under “Primary Economic Assumptions” on page 6 of our reserve report, and 73% assuming Strip Pricing as of May 31, 2018, based on the assumptions found in the Strip Pricing addendum to our reserve report. Our extensive inventory consists of 3,386 Tier 1 gross drilling locations company-wide and 3,799 additional gross drilling locations that are currently under review.

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Brent-influenced pricing advantage. California oil prices are Brent-influenced as California refiners import more than 50% of the state’s demand from foreign sources. There is a closer correlation of prices in California to Brent pricing than to WTI. Without the higher costs associated with importing crude via rail or supertanker, we believe our in-state production and low-cost crude transportation options, coupled with Brent-influenced pricing, will allow us to continue to realize strong cash margins in California.

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Experienced, principled and disciplined management team. Our management team has significant experience operating and managing oil and gas businesses across numerous domestic and international basins, as well as reservoir and recovery types. We will employ our deep technical, operational and strategic management experience to optimize the value of our assets and the Company. We are focused on the principles of growing Levered Free Cash Flows as well as the value of our production and reserves. In doing so, we take a disciplined approach to development and operating cost management, field development efficiencies and the application of proven technologies and processes new to our properties in order to generate a sustained cost advantage.

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Substantial capital flexibility derived from a high degree of operational control and stable cost environment. We operate over 95% of our productive wells and expect to operate a similar percentage of our identified gross drilling locations. In addition, approximately 75% of our acreage is held by production, including 99% of our acreage in California. Our high degree of operational control over our properties, together with the large portion of our acreage that is held by production, gives us flexibility over the execution of our development program, including the timing, amount and allocation of our capital expenditures, technological enhancements and marketing of production. We expect our operations to continue to generate positive Levered Free Cash Flow at current commodity prices allowing us to fund maintenance operations and growth among other things. Also, unlike our peers who operate primarily in unconventional plays, our assets generally do not necessitate inventory-constrained and highly specialized equipment, which provides us relative insulation from cost inflation pressures. Our high degree of operational control and relatively stable cost environment provide us significant visibility and understanding of our expected cash flows.

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Conservative balance sheet leverage with ample liquidity and minimal contractual obligations. In February 2018, we closed the 2026 Notes offering, which resulted in net proceeds to us of approximately $391 million after deducting expenses and the initial purchasers’ discount. As of September 30, 2018, we had $417 million of available liquidity, defined as cash on hand plus availability under the RBL Facility. In addition, we have minimal long-term service or fixed-volume delivery commitments. This liquidity and flexibility permit us to capitalize on opportunities that may arise to grow and increase stockholder value.

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Grow production and reserves in a capital efficient manner while producing positive internally generated Levered Free Cash Flow. We intend to allocate capital in a disciplined manner to projects that will produce predictable and attractive rates of return. We plan to direct capital to our oil-rich and low-risk development opportunities while focusing on driving cost efficiencies across our asset base with the primary objective of internally funding our capital budget and growth plan. We may also use our capital flexibility to pursue value-enhancing, bolt-on acquisitions to opportunistically improve our positions in existing basins.

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Maximize ultimate hydrocarbon recovery from our assets by optimizing drilling, completion and production techniques and investigating deeper reservoirs and areas beyond our known productive areas. While we intend to utilize proven techniques and technologies, we will also continuously seek efficiencies in our drilling, completion and production techniques in order to optimize ultimate resource recoveries, rates of return and cash flows. We will explore innovative EOR techniques to unlock additional value and have allocated capital towards next generation technologies. For example, in our South Belridge Hill non-thermal and Midway-Sunset thermal Diatomite properties, we employ both fracture stimulation and advanced thermal techniques, and in our Piceance properties, we use advanced proppantless slick water fracture stimulation techniques. In addition, we intend to take advantage of underdevelopment in basins where we operate by expanding our geologic investigation of deeper reservoirs on our acreage and adjacent acreage below existing producing reservoirs. Through these studies, we will seek to expand our development beyond our known productive areas in order to add probable and possible reserves to our inventory at attractive all-in costs.

•

Proactively and collaboratively engage in matters related to regulation, safety, environmental and community relations. We are committed to proactive engagement with regulatory agencies in order to realize the full potential of our resources in a timely fashion that safeguards people and the environment and complies with law and regulations. We expect our work with regulators and legislators throughout the rule making process to minimize any adverse impact that new legislation and regulations might have on our ability to maximize our resources. We have found constructive dialogue with regulatory agencies can help avert compliance issues.

•	Maintain balance sheet strength and flexibility through commodity price cycles. We intend to fund our capital program while producing positive internally generated Levered Free Cash Flow. Over time, we expect

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•

Return excess free cash flow to stockholders. Our objective is to implement a disciplined and returns-focused approach to capital allocation in order to generate excess free cash flow. We intend to return portions of that excess free cash flow to stockholders on a quarterly basis. If commodity prices increase for a sustained period of time, we would consider repaying debt obligations or returning additional capital to shareholders. For a discussion of our dividend policy, please see “Dividend Policy.”

•

Enhance future cash flow stability and visibility through an active and continuous hedging program. Our hedging strategy is designed to insulate our capital program from price fluctuations by securing price realizations and cash flows, including fixed-price gas purchase agreements and other hedging contracts. We have protected a portion of our anticipated production into 2020 as part of our crude oil hedging program. We will review our hedging program continuously as conditions change.

•	employ:

•	three drilling rigs in California for the remainder of 2018;

•	one additional drilling rig assigned to drilling opportunities in Utah in the fourth quarter of 2018; and

•	an average of four rigs in California in 2019; and

•	drill approximately 230 to 250 gross development wells in 2018, of which we expect at least 235 will be in California, and 400 to 450 gross development wells in 2019, almost all of which we expect will be in California.

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Cogen 18 facility: Our Public Utilities Regulatory Policy Act of 1978, as amended (“PURPA”), PPA with PG&E became effective on October 1, 2012, and has a term of seven years. Because the rated capacity of our Cogen 18 facility is less than 20 MW, it continues to be eligible for PPAs pursuant to PURPA. Under such PPA, we are paid the CPUC-determined short run avoidance cost energy price and a combination of firm and “as-available” capacity payments.

•	Cogen 42 facility: Pursuant to a competitive solicitation, our request for offers (“RFO”) PPA with Edison became effective on July 1, 2014 and has a term of seven years. Under such PPA, we are paid a negotiated energy and capacity price stipulated in the contract.

•	Cogen 38 facility: Our legacy PPA expired in March 2012, at which time a transition PPA with PG&E became effective. We participated in a competitive solicitation, which resulted in the execution of a RFO PPA with Edison that became effective on July 1, 2015, and has a term of seven years. Under such PPA, we are paid a negotiated energy and capacity price stipulated in the contract.

(1)	Pan Fee Cogen is used as the 100% backup to 21Z Cogen. When 21Z Cogen is not running, the electricity generation and steam are produced at the Pan Fee Facility.

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(1)

Our estimated net reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $54.42 per Bbl ICE (Brent) for oil and NGLs and $2.98 per MMBtu NYMEX (HH) for natural gas at December 31, 2017. The volume-weighted average prices over the lives of the properties were $48.20 per barrel of oil and condensate, $28.25 per barrel of NGL and $2.935 per thousand cubic feet of gas. The prices were held constant for the lives of the properties and we took into account pricing differentials reflective of the market environment. Prices were calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules including adjustments by lease for quality, fuel deductions, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead. For more information regarding commodity price risk, please see “Risk Factors—Risks Related to Our Business and Industry—Oil, natural gas and NGL prices are volatile and directly affect our results.”

(2)

Our Strip Pricing reserves were prepared on the same basis as our SEC reserves and do not include changes to costs, other economic parameters, well performance or drilling activity subsequent to December 31, 2017, except for the use of pricing based on closing month futures prices as reported on the ICE (Brent) for oil and NGLs and NYMEX (HH) for natural gas on May 31, 2018 rather than using the average of the first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance.

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(3)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

(4)	Approximately 9% of proved developed oil reserves, 1% of proved developed NGLs reserves, 0% of proved developed natural gas reserves and 7% of total proved developed reserves are non-producing.

(5)

Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended December 31, 2017, the average prices of ICE (Brent) oil and NYMEX (HH) natural gas were $54.82 per Bbl and $3.11 per Mcf, respectively, resulting in an oil-to-gas ratio of over 17 to 1.

(6)	For a definition of PV-10 and a reconciliation to the standardized measure of discounted future net cash flows, please see “—PV-10.” PV-10 does not give effect to derivatives transactions.

(7)	Using SEC Pricing as of December 31, 2017, there were approximately 23 MMBoe of PUDs associated with projects in the Piceance basin. Subsequent to year end, as a result of increasingly negative local gas pricing differentials, we revised our current development plan to exclude these Piceance locations.

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(1)

Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended December 31, 2017, the average prices of ICE (Brent) oil and NYMEX (HH) natural gas were $54.82 per Bbl and $3.11 per Mcf, respectively, resulting in an oil-to-gas ratio of over 17 to 1.

(2)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)	Subsequent to year end, as a result of increasingly negative local gas pricing differentials, we revised our current development plan to exclude these Piceance locations.

(2)	Includes 3,386 Tier 1 gross drilling locations company-wide that we anticipate drilling over the next 5 to 10 years and 3,799 additional gross drilling locations that are currently under review.

(3)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)

Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended December 31, 2017, the average prices of ICE (Brent) oil and NYMEX (HH) natural gas were $54.82 per Bbl and $3.11 per Mcf, respectively, resulting in an oil-to-gas ratio of over 17 to 1.

(2)

We report electricity, transportation and marketing sales separately in our financial statements as revenues in accordance with GAAP. However, these revenues are viewed and used internally in calculating operating expenses which is used to track and analyze the economics of development projects and the efficiency of our hydrocarbon recovery. We purchase third-party gas to generate electricity through our cogeneration facilities to be used in our field operations activities and view the added benefit of any excess electricity sold externally as a cost reduction/benefit to generating steam for our thermal recovery operations. Marketing expenses mainly relate to natural gas purchased from third parties that moves through our gathering and processing systems and then is sold to third parties. Transportation sales relate to water and other liquids that we transport on our systems on behalf of third parties and have not been significant to-date.

(3)	Includes non-recurring restructuring and other costs and non-cash stock compensation expense, in aggregate, of approximately $2.77, $3.40, $1.22, $4.12 and none per Boe for the pro forma year ended December 31, 2017, the ten months ended December 31, 2017, the nine months ended September 30, 2018, the seven months ended September 30, 2017 and the two months ended February 28, 2017, respectively.

(4)	Does not include the effects of the Hill Acquisition. We estimate that the additional production associated with the Hill Acquisition for the year ended December 31, 2017 was approximately 637,000 Boe or 1,745 Boe/d.

(5)	Production represents volumes sold during the period.

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*	Represented less than 15% of our total proved reserves for the periods indicated.

(1)	On July 31, 2017, we sold our approximately 78% non-operated working interest in the Hugoton natural gas field. No production data is available for periods following the disposition.

(2)	Production represents volumes sold during the period.

(3)	Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the

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(1)	The total number of wells in which interests are owned. Includes 469 steamflood and waterflood injection wells in California. Excludes eleven wells in the Permian basin all with less than 0.1% working interest and 91 wells in the Piceance basin each with a 5% working interest.

(2)	The sum of fractional interests.

(3)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

(1)	Acres spaced or assigned to productive wells.

(2)	Total acres in which we hold an interest.

(3)	Sum of fractional interests owned based on working interests or interests under arrangements similar to production sharing contracts.

(4)	Acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas, regardless of whether the acreage contains proved reserves.

(5)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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(1)	Includes injector wells.

(2)	Includes 23 drilled uncompleted wells and 8 wells that had not yet been connected to gathering systems.

(3)	On November 30, 2018, we sold our non-core oil and gas properties and related assets located in the East Texas Basin.

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•	Establish air, soil and water quality standards for a given region, such as the San Joaquin Valley, and attainment plans to meet those regional standards, which may significantly restrict development, economic activity and transportation in the region;

•	require the acquisition of various permits before drilling, workover production, underground fluid injection, enhanced oil recovery methods, or waste disposal commences;

•	require notice to stakeholders of proposed and ongoing operations;

•	require the installation of expensive safety and pollution control equipment—such as leak detection, monitoring and control systems—to prevent or reduce the release or discharge of regulated materials into the air, land, surface water or groundwater;

•	restrict the types, quantities and concentration of various regulated materials, including oil, natural gas, produced water or wastes, that can be released into the environment in connection with drilling and production activities, and impose energy efficiency or renewable energy standards on us or users of our products and services;

•	limit or prohibit drilling activities on lands located within coastal, wilderness, wetlands, groundwater recharge or endangered species inhabited areas, and other protected areas, or otherwise restrict or prohibit activities that could impact the environment, including water resources, and require the dedication of surface acreage for habitat conservation;

•	establish waste management standards or require remedial measures to limit pollution from former operations, such as pit closure, reclamation and plugging and abandonment of wells or decommissioning of facilities;

•	impose substantial liabilities for pollution resulting from operations or for preexisting environmental conditions on our current or former properties and operations and other locations where such materials generated by us or our predecessors were released or discharged;

•	require comprehensive environmental analyses, recordkeeping and reports with respect to operations affecting federal, state, and private lands or leases, including preparation of a Resource Management Plan, an Environmental Assessment, and/or an Environmental Impact Statement with respect to operations affecting federal lands or leases.

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•	CAA, which governs air emissions;

•	Clean Water Act (“CWA”), which governs discharges to and excavations within the waters of the United States;

•	Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known as “Superfund”);

•	The Oil Pollution Act of 1990, which amends and augments the CWA and imposes certain duties and liabilities related to the prevention of oil spills and damages resulting from such spills;

•	Energy Independence and Security Act of 2007, which prescribes new fuel economy standards and other energy saving measures;

•	National Environmental Policy Act (“NEPA”), which requires careful evaluation of the environmental impacts of oil and natural gas production activities on federal lands;

•	Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste;

•	SDWA, which governs the underground injection and disposal of wastewater; and

•	U.S. Department of Interior regulations, which regulate oil and gas production activities on federal lands and impose liability for pollution cleanup and damages.

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*	Executive Officers

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•	the individual serving as our Chief Executive Officer; and

•	one individual designated by Benefit Street Partners (for so long as Benefit Street Partners beneficially owns at least ten percent of the common stock beneficially owned by all of the parties to the Stockholders Agreement).

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(1)

Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of the awards of RSUs and PRSUs made to each Named Executive Officer during fiscal year 2017, excluding the effect of estimated forfeitures. The grant date value of the RSUs was calculated by multiplying the number of RSUs granted by the value of a share of our common stock on the grant date, which was approximately $10.12. The grant date value of the PRSUs was calculated using a Monte Carlo Simulation Model, which resulted in a grant date value per PRSU of $7.04 for Mr. Smith and $7.11 for each of Messrs. Baetz and Grove. For additional information regarding the assumptions underlying this valuation please see Note 8 to our financial statements for the ten months ended December 31, 2017 and the two months ended February 28, 2017. See “—Narrative Disclosure to Summary Compensation Table—Long-Term Incentive Compensation” for additional information regarding these awards.

(2)	Amounts represent awards under the Berry Petroleum Company, LLC Annual Incentive Plan for services provided in fiscal 2017. See “—Narrative Disclosure to Summary Compensation Table—Annual Incentive Plan” for additional information regarding these awards.

(3)	Amounts reported in the “All Other Compensation” column include company matching contributions to the Named Executive Officers’ 401(k) plan accounts, mobile phone reimbursements and the California tax reimbursements, which are described in “—Narrative Disclosure to Summary Compensation Table—Employment Agreements,” as shown in the following table:

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(4)	Base salary does not include fees of $120,000 paid to Mr. Smith by the Linn Entities for his service as a consultant to Berry LLC prior to the Effective Date.

(5)	Base salary includes fees of $76,938 paid to Mr. Grove for services performed in his capacity as a consultant to Berry LLC prior to the date Mr. Grove was employed by the Company.

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(1)	Represents RSUs granted to our Named Executive Officers that were outstanding as of December 31, 2017. The RSUs vest one-third per year on the anniversary of the vesting commencement date. These dates were March 1, 2017 for Mr. Smith, June 20, 2017 for Mr. Baetz and June 15, 2017 for Mr. Grove. See “—Long-Term Incentive Compensation” for additional information regarding these awards.

(2)	These amounts represent the aggregate market value of outstanding RSUs held by each Named Executive Officer on December 31, 2017 and are calculated by multiplying the number of RSUs outstanding on December 31, 2017 by the value of a share of our common stock on such date, which was approximately $12.51.

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(3)

Represents PRSUs granted to our Named Executive Officers that were outstanding as of December 31, 2017. The PRSUs have a performance period from the grant date of the awards to the third anniversary of such date. One-third of the PRSUs will vest if the volume weighted average price of our common stock equals or exceeds, for 30 consecutive trading days during the applicable performance period each of $13.00, $15.00 and $17.00, respectively. The PRSUs vested at the $13.00 and $15.00 level on October 2, 2018 and October 5, 2018, respectively. The PRSUs are settled within 30 days of the applicable performance condition being satisfied. See “—Long-Term Incentive Compensation” for additional information regarding these awards.

(4)	These amounts represent the aggregate market value of outstanding PRSUs held by each Named Executive Officer on December 31, 2017 and are calculated using a Monte Carlo Simulation Model, which resulted in a value per PRSU as of such date of $9.60.

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(1)	While Messrs. Smith and Baetz, Brent S. Buckley and Kaj Vazales also served on our board of directors during 2017, they did not receive any additional compensation for their service as directors. The compensation received by each of Messrs. Smith and Baetz as an officer of the Company is shown in “—2017 Summary Compensation Table.”

(2)	Mr. Voiland joined our board of directors on June 15, 2017. The amount in this column reflects amounts received for his services as a director from June 15, 2017 to December 31, 2017.

(3)	Reflects the aggregate grant date fair value of 15,000 RSUs granted to Mr. Voiland during 2017 computed in accordance with FASB ASC Topic 718, determined without regard to estimated forfeitures. The RSUs vested May 23, 2018.

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•	each person known to us to beneficially own more than 5% of our outstanding common stock;

•	each member of our board of directors;

•	each of our named executive officers; and

•	all of our directors and executive officers as a group.

*	less than 1%

(1)

The amounts and percentages of common stock beneficially owned are reported based on SEC regulations. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than

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(2)

Consists of (i) 133,343 shares of common stock owned by AB Bond Fund Inc. – AB Income Fund, (ii) 5,951 shares of common stock owned by AB Bond Fund, Inc. - AB Credit Long/Short Portfolio, (iii) 3,917 shares of common stock owned by AB Bond Fund, Inc. - AB FlexFee High Yield Portfolio, (iv) 46,608 shares of common stock owned by AB Collective Investment Trust Series - AB US High Yield Collective Trust, (v) 2,987,112 shares of common stock owned by AB FCP I - Global High Yield Portfolio, (vi) 1,158,054 shares of common stock owned by AB High Income Fund, Inc., (vii) 12,792 shares of common stock owned by AB SICAV I - US High Yield Portfolio., (viii) 27,383 shares of common stock owned by AllianceBernstein Global High Fund Mother Fund, (ix) 2,871 shares of common stock owned by AllianceBernstein Global High Income Open B, (x) 73,465 shares of common stock owned by Teachers’ Retirement System of Louisiana, (xi) 9,528 shares of common stock owned by The AB Portfolios - AB All Market Total Return Portfolio, (xii) 167,780 shares of common stock owned by AllianceBernstein Global High Income Fund, Inc., (xiii) 37,000 shares of common stock owned by AB Arya Partners (Master) Fund SICAV-RAIF S.C.Sp. and (xiv) 7,200 shares of common stock owned by EQ/AllianceBernstein Small Cap Growth (collectively, the “AllianceBernstein funds”). AllianceBernstein L.P. is investment advisor to the AllianceBernstein funds. Neil Ruffell, in his position as VP Corporate Actions of AllianceBernstein L.P., may be deemed to have voting and investment power with respect to the common stock owned by the AllianceBernstein funds. The address for the foregoing persons is 1345 Avenue of the Americas, New York, NY 10105.

(3)

Consists of (i) 4,788,500 shares of common stock owned by Benefit Street Credit Alpha Master Fund Ltd., (ii) 3,128,350 shares of common stock owned by Providence Debt Fund III L.P., (iii) 2,862,114 shares of common stock owned by Landmark Wall SMA L.P., (iv) 2,819,927 shares of common stock owned by BSP Special Situations Master A L.P., (v) 1,935,020 shares of common stock owned by Energy Debt Strategy Subsidiary, Ltd., (vi) 1,665,963 shares of common stock owned by Providence Debt Fund III Master (Non-US) L.P., (vii) 435,233 shares of common stock owned by SEI Institutional Investments Trust – High Yield Bond Fund, (viii) 323,764 shares of common stock owned by SEI Institutional Managed Trust – High Yield Bond Fund, (ix) 315,000 shares of common stock owned by Hampshire Credit Alpha Master Fund LP, (x)164,334 shares of common stock owned by SEI Global Master Fund plc – The SEI High Yield Fixed Income Fund, (xi) 75,648 shares of common stock owned by U.S. High Yield Bond Fund and (xii) 74,838 shares of common stock owned by Blackrock Strategic Funds (UCITS) (all such owners of such securities, collectively, the “BSP Funds”). Benefit Street Partners L.L.C. serves as the investment adviser to each of the BSP Funds. The sole managing member of Benefit Street Partners L.L.C. is BSP Holdco, LLC. The sole member and Chief Executive Officer of BSP Holdco LLC is Thomas J. Gahan. As a result, Mr. Gahan may be deemed to have voting and investment power with respect to all of the shares of the common stock owned by the BSP Funds. The address for each of the BSP Funds and Mr. Gahan is 9 West 57th Street, Suite 4920, New York, New York 10019. Pursuant to the Stockholders Agreement, Benefit Street Partners has the right to designate a director for nomination to our board of directors. Mr. Buckley currently serves as Benefit Street Partners’ designee. For more information, please read “Certain Relationships and Related Party Transactions.”

(4)

Consists of (i) 487,864 shares of common stock held by CarVal GCF Lux Securities S.à r.l., (ii) 803,348 shares of common stock held by CVI AA Lux Securities S.à r.l., (iii) 158,226 shares of common stock held by CVI AV Lux Securities S.à r.l., (iv) 1,191,224 shares of common stock held by CVIC Lux Securities Trading S.à r.l., (v) 3,193,056 shares of common stock held by CVI CVF III Lux Securities S.à r.l. and (vi) 721,924 shares of common stock held by CVI CVF IV Lux Securities S.à r.l. (collectively, the "CarVal funds”). Cécile Gadisseur and Paul Vermaak, in their position as managers of the CarVal funds, may be deemed to share voting and investment power over the shares held by each of the CarVal funds. CarVal Investors, LLC (the “Investment Manager”) serves as the investment manager to each of the CarVal funds. The Investment Manager and each of the directors of CarVal funds disclaim beneficial ownership of the common shares held by the CarVal funds. The address for the foregoing persons is 11-13 Boulevard de la Foire, Luxembourg, L-1528.

(5)

Based solely on a Schedule 13G filed on December 10, 2018 by FMR LLC and Abigail P. Johnson. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. FMR LLC has sole voting power over 625,957 shares and sole dispositive power over 8,219,818 shares. Abigail P. Johnson has sole dispositive power over 8,219,818 shares. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.

(6)

Consists of (i) 2,291,920 shares of common stock owned by Goldman Sachs Trust—Goldman Sachs High Yield Fund, (ii) 1,357,133 shares of common stock owned by Goldman Sachs Trust—Goldman Sachs Tactical Tilt Overlay Fund, (iii) 1,033,035 shares of common stock owned by Energy Investment Opportunities Offshore WTI Ltd, (iv) 1,296,719 shares of common stock owned by Energy Investment Opportunities LLC, (v) 584,792 shares of common stock owned by Global High Yield Portfolio II WTI Ltd, (vi) 62,021 shares of common stock owned by EIOF PIV WTI Ltd, (vii) 121,127 shares of common stock owned by Factory Mutual Insurance Company, (viii) 146,596 shares of common stock owned by Tactical Tilt Overlay LLC and (ix) 2,428 shares of common stock owned by Insurance Company of the West, (collectively, the “GSAM funds and accounts”). Goldman Sachs Asset Management L.P. serves as the investment manager to each of the GSAM funds and accounts. The Fixed Income Portfolio Management Team of Goldman Sachs Asset Management, L.P., may be deemed to have voting and investment power with respect to the common stock held by the GSAM funds and accounts. The address for the foregoing persons is 200 West Street, 3rd Floor, New York, NY 10282.

(7)

Consists of (i) 5,531,482 shares of common stock held by Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“Fund X Delaware”) and (ii) 2,262,868 shares of common stock held by Oaktree Value Opportunities Fund Holdings, L.P. (“VOF Holdings”). Oaktree Fund GP, LLC (“Fund GP”) is the general partner of Fund X Delaware; Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”) is the general partner of VOF Holdings; Oaktree Value Opportunities Fund GP Ltd. (“VOF GP Ltd.”) is the general partner of VOF GP; Oaktree Fund GP I, L.P. (“GP I”) is

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(8)

Consists of (i) 492,494 shares of common stock held by Western Asset Opportunistic US$ High Yield Securities Portfolio, L.L.C., (ii) 177,069 shares of common stock held by Stichting Pensioenfonds DSM Nederland, (iii) 243,795 shares of common stock held by Western Asset Funds, Inc. - Western Asset High Yield Fund, (iv) 36,143 shares of common stock held by Consulting Group Capital Markets Funds - High Yield Investments, (v) 193,156 shares of common stock held by Legg Mason Western Asset US High Yield Fund, (vi) 47,853 shares of common stock held by Employees' Retirement System of the State of Hawaii, (vii) 198,479 shares of common stock held by Kern County Employees' Retirement Association, (viii) 391,651 shares of common stock held by Western Asset High Income Opportunity Fund Inc., (ix) 416,915 shares of common stock held by John Hancock Funds II High Yield Fund, (x) 195,481 shares of common stock held by John Hancock Variable Insurance Trust High Yield Trust, (xi) 166,055 shares of common stock held by Brighthouse Funds Trust II - Western Asset Management Strategic Bond Opportunities Portfolio, (xii) 135,551 shares of common stock held by Legg Mason Partners Income Trust - Western Asset Global High Yield Bond Fund, (xiii) 126,186 shares of common stock held by Legg Mason Western Asset Global High Yield Bond Fund, (xiv) 305,744 shares of common stock held by Western Asset Global High Income Fund Inc., (xv) 370,182 shares of common stock held by Western Asset High Income Fund II Inc., (xvi) 65,226 shares of common stock held by Legg Mason Partners Variable Income Trust - Western Asset Variable Global High Yield Bond Portfolio, (xvii) 542,523 shares of common stock held by Western Asset Short Duration High Income Fund, (xviii) 43,936 shares of common stock held by Legg Mason Partners Income Trust - Western Asset Income Fund, (xix) 145,954 shares of common stock held by Southern California Edison Company Retirement Plan Trust, (xx) 172,752 shares of common stock held by Western Asset Strategic US$ High Yield Portfolio, L.L.C., (xxi) 74,788 shares of common stock held by International Union, UAW Strike Trust, (xxii) 116,613 shares of common stock held by WA High Income Corporate Bond (Multi-Currency) Fund, (xxiii) 233,094 shares of common stock held by Western Asset High Yield Defined Opportunity Fund Inc., (xxiv) 8,479 shares of common stock held by Western Asset Multi-Asset Credit Portfolio Master Fund, Ltd., (xxv) 187,640 shares of common stock held by Western Asset Short-Dated High Yield Master Fund, Ltd., (xxvi) 59,778 shares of common stock held by International Union, UAW Master Pension Trust, (xxvii) 360,858 shares of common stock held by Western Asset Middle Market Debt Fund, Inc., (xxviii) 46,846 shares of common stock held by Ascension Alpha Fund, LLC, (xxix) 8,617 shares of common stock held by Anthem Health Plans, Inc., (xxx) 39,106 shares of common stock held by Western Asset Funds, Inc. - Western Asset Macro Opportunities Fund, (xxxi) 34,986 shares of common stock held by Ascension Healthcare Master Pension Trust, (xxxii) 13,656 shares of common stock held by Kaiser Foundation Hospitals, (xxxiii) 9,238 shares of common stock held by Kaiser Permanente Group Trust, (xxxiv) 3,213 shares of common stock held by The Walt Disney Company Retirement Plan Master Trust, (xxxv) 123,213 shares of common stock held by VantageTrust III Master Collective Investment Funds Trust, (xxxvi) 730,306 shares of common stock held by Western Asset Middle Market Income Fund Inc., (xxxvii) 8,033 shares of common stock held by Hand Composite Employee Benefit Trust - Western Asset Income CIF, (xxxviii) 3,555 shares of common stock held by JNL Multi-Manager Alternative Fund, (xxxix) 11,312 shares of common stock held by Western Asset Premier Bond Fund, (xl) 6,267 shares of common stock held by John Lewis Partnership Pensions Trust, (xli) 42,640 shares of common stock held by Legg Mason Western Asset Global Multi Strategy Fund, (xlii) 12,183 shares of common stock held by Diageo Pension Trust Limited, (xliii) 391 shares of common stock held by Legg Mason Western Asset Short Duration High Income Bond Fund, (xliv) 2,350 shares of common stock held by GuideStone Funds Global Bond Fund, (xlv) 33,068 shares of common stock held by Legg Mason IF Western Asset Global Multi Strategy Bond Fund, (xlvi) 838 shares of common stock held by Western Asset High Yield Credit Energy Portfolio, LLC and (xlvii) 111,989 shares of common stock held by Stichting Pensioenfonds Sabic (collectively, the “WAMC funds”). Western Asset Management Company, LLC is the investment manager of the WAMC funds and may be deemed to have voting and investment power with respect to the shares of common stock owned by the WAMC funds. The address for the foregoing persons is 385 E. Colorado Blvd. Pasadena, CA 91101.

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*	less than 1%

(1)

The amounts and percentages of common stock beneficially owned are reported based on SEC regulations. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. The number of shares beneficially owned by a person includes any derivative securities to acquire common stock held by that person that are currently exercisable or convertible within 60 days after the date of this prospectus. The shares issuable under any such securities are treated as outstanding for computing the percentage ownership of the person holding these securities, but are not treated as outstanding for the purposes of computing the percentage ownership of any other person.

(2)

Represents the amounts of shares that will be held by the selling stockholder after completion of this offering based on the assumptions that: (a) all shares registered for sale by the registration statement of which this prospectus is a part will be sold by or on behalf of the selling stockholder; and (b) no other shares of our common stock will be acquired prior to completion of this offering by the selling stockholder. The selling stockholders may sell all, some or none of the shares offered pursuant to this prospectus and may sell other shares of our common stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration requirements of the Securities Act, including under Rule 144 promulgated thereunder or any successor rule. To our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares that may be held by the selling stockholders after completion of this offering or otherwise.

(3)

Consists of (i) 133,343 shares of common stock owned by AB Bond Fund Inc. – AB Income Fund, (ii) 5,951 shares of common stock owned by AB Bond Fund, Inc. - AB Credit Long/Short Portfolio, (iii) 3,917 shares of common stock owned by AB Bond Fund, Inc. - AB FlexFee High Yield Portfolio, (iv) 46,608 shares of common stock owned by AB Collective Investment Trust Series - AB US High Yield Collective Trust, (v) 2,987,112 shares of common stock owned by AB FCP I - Global High Yield Portfolio, (vi) 1,158,054 shares of common stock owned by AB High Income Fund, Inc., (vii) 12,792 shares of common stock owned by AB SICAV I - US High Yield Portfolio., (viii) 27,383 shares of common stock owned by AllianceBernstein Global High Fund Mother Fund, (ix) 2,871 shares of common stock owned by AllianceBernstein Global High Income Open B, (x) 73,465 shares of common stock owned by Teachers’ Retirement System of Louisiana, (xi) 9,528 shares of

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(4)

Consists of (i) 4,788,500 shares of common stock owned by Benefit Street Credit Alpha Master Fund Ltd., (ii) 3,128,350 shares of common stock owned by Providence Debt Fund III L.P., (iii) 2,862,114 shares of common stock owned by Landmark Wall SMA L.P., (iv) 2,819,927 shares of common stock owned by BSP Special Situations Master A L.P., (v) 1,935,020 shares of common stock owned by Energy Debt Strategy Subsidiary, Ltd., (vi) 1,665,963 shares of common stock owned by Providence Debt Fund III Master (Non-US) L.P., (vii) 435,233 shares of common stock owned by SEI Institutional Investments Trust - High Yield Bond Fund, (viii) 323,764 shares of common stock owned by SEI Institutional Managed Trust - High Yield Bond Fund, (ix) 315,000 shares of common stock owned by Hampshire Credit Alpha Master Fund LP, (x) 164,334 shares of common stock owned by SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund, (xi) 75,648 shares of common stock owned by U.S. High Yield Bond Fund and (xii) 74,838 shares of common stock owned by Blackrock Strategic Funds (UCITS) (all such owners of such securities, collectively, the “BSP Funds”). Benefit Street Partners L.L.C. serves as the investment adviser to each of the BSP Funds. The sole managing member of Benefit Street Partners L.L.C. is BSP Holdco, LLC. The sole member and Chief Executive Officer of BSP Holdco LLC is Thomas J. Gahan. As a result, Mr. Gahan may be deemed to have voting and investment power with respect to all of the shares of the common stock owned by the BSP Funds. The address for each of the BSP Funds and Mr. Gahan is 9 West 57th Street, Suite 4920, New York, New York 10019. Pursuant to the Stockholders Agreement, Benefit Street Partners has the right to designate a director for nomination to our board of directors. Mr. Buckley currently serves as Benefit Street Partners’ designee. For more information, please read “Certain Relationships and Related Party Transactions.”

(5)

Consists of (i) 487,864 shares of common stock held by CarVal GCF Lux Securities S.à r.l., (ii) 803,348 shares of common stock held by CVI AA Lux Securities S.à r.l., (iii) 158,226 shares of common stock held by CVI AV Lux Securities S.à r.l., (iv) 1,191,224 shares of common stock held by CVIC Lux Securities Trading S.à r.l., (v) 3,193,056 shares of common stock held by CVI CVF III Lux Securities S.à r.l. and (vi) 721,924 shares of common stock held by CVI CVF IV Lux Securities S.à r.l. (collectively, the "CarVal funds”). Cécile Gadisseur and Paul Vermaak, in their position as managers of the CarVal funds, may be deemed to share voting and investment power over the shares held by each of the CarVal funds. CarVal Investors, LLC (the “Investment Manager”) serves as the investment manager to each of the CarVal funds. The Investment Manager and each of the directors of CarVal funds disclaim beneficial ownership of the common shares held by the CarVal funds. The address for the foregoing persons is 11-13 Boulevard de la Foire, Luxembourg, L-1528.

(6)

Consists of (i) 583,153 shares of common stock owned by Signature Diversified Yield II Fund, (ii) 366,447 shares of common stock owned by CI Income Fund, (iii) 42,052 shares of common stock owned by Signature High Yield Bond II Fund, (iv) 218,919 shares of common stock owned by Signature Global Income & Growth Fund, (v) 103,918 shares of common stock owned by Signature Diversified Yield Corporate Class, (vi) 9,190 shares of common stock owned by CI US Income US$ Pool, (vii) 4,369 shares of common stock owned by Signature Tactical Bond Pool, (viii) 302,695 shares of common stock owned by Signature Income & Growth Fund, (ix) 1,417,393 shares of common stock owned by Signature High Income Fund, (x) 587,834 shares of common stock owned by Signature Corporate Bond Fund, (xi) 117,232 shares of common stock owned by Canadian Fixed Income Pool, (xii) 2,591 shares of common stock owned by Canadian Fixed Income Pool DD, (xiii) 35,380 shares of common stock owned by Enhanced Income Pool, (xiv) 32,361 shares of common stock owned by Enhanced Income Corporate Class and (xv) 109 shares of common stock owned by Skylon Growth & Income Trust, (collectively, the “CI funds”). CI Investments Inc. is the investment manager of the CI Funds. Caitlin Dean, in her position as SVP Portfolio Operations and COO of Funds of CI Investments Inc., and Geof Marshall, as Portfolio Manager of CI Investments, Inc., may be deemed to have voting and investment power with respect to the common stock owned by the CI Funds.

(7)

Consists of (i) 2,291,920 shares of common stock owned by Goldman Sachs Trust—Goldman Sachs High Yield Fund, (ii) 1,357,133 shares of common stock owned by Goldman Sachs Trust—Goldman Sachs Tactical Tilt Overlay Fund, (iii) 1,033,035 shares of common stock owned by Energy Investment Opportunities Offshore WTI Ltd, (iv) 1,296,719 shares of common stock owned by Energy Investment Opportunities LLC, (v) 584,792 shares of common stock owned by Global High Yield Portfolio II WTI Ltd, (vi) 62,021 shares of common stock owned by EIOF PIV WTI Ltd, (vii) 121,127 shares of common stock owned by Factory Mutual Insurance Company, (viii) 146,596 shares of common stock owned by Tactical Tilt Overlay LLC and (ix) 2,428 shares of common stock owned by Insurance Company of the West, (collectively, the “GSAM funds and accounts”). Goldman Sachs Asset Management L.P. serves as the investment manager to each of the GSAM funds and accounts. The Fixed Income Portfolio Management Team of Goldman Sachs Asset Management, L.P., may be deemed to have voting and investment power with respect to the common stock held by the GSAM funds and accounts. The address for the foregoing persons is 200 West Street, 3rd Floor, New York, NY 10282.

(8)	Douglas F. DeMuth is the managing member of Jackson Valley Fund LP and has voting and investment power over the shares held by Jackson Valley Fund LP.

(9)

Consists of (i) 189,829 shares of common stock owned by Marathon Credit Dislocation Fund, LP, (ii) 822,863 shares of common stock owned by Marathon Special Opportunity Master Fund, Ltd., (iii) 219,636 shares of common stock owned by TRS Credit Fund, LP, (iv) 180,130 shares of common stock owned by Marathon Blue Grass Credit Fund, LP and (v) 545,916 shares of common stock owned by Marathon Centre Street Partnership, LP, (collectively, the “Marathon funds”). Marathon Asset Management L.P. (“Marathon”) is the investment advisor to each of the Marathon funds. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Louis Hanover is a managing member of Marathon Asset Management GP, L.L.C. and may be deemed to have voting and investment power with respect to the common stock owned by the Marathon funds.

(10)

Consists of 384,843 shares of common stock held by Merrill Lynch, Pierce, Fenner and Smith Incorporated (“MLPFS”), a majority-owned subsidiary of Bank of America Corporation, a publicly traded reporting company under the Exchange Act. Frank Kotsen, Head of The Global Credit and Special Situations Group (“GCSS”), a business division within MLPFS, and Michael Lee, Head of GCSS Distressed Trading, may be deemed to share voting and investment power with respect to the common stock held by MLPFS. Messrs. Kotsen and Lee disclaim beneficial ownership of the shares. MLPFS and its affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. MLPFS or its affiliates have provided, and may in the

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(11)

Consists of (i) 5,531,482 shares of common stock held by Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“Fund X Delaware”) and (ii) 2,262,868 shares of common stock held by Oaktree Value Opportunities Fund Holdings, L.P. (“VOF Holdings”). Oaktree Fund GP, LLC (“Fund GP”) is the general partner of Fund X Delaware; Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”) is the general partner of VOF Holdings; Oaktree Value Opportunities Fund GP Ltd. (“VOF GP Ltd.”) is the general partner of VOF GP; Oaktree Fund GP I, L.P. (“GP I”) is the managing member of Fund GP and the sole shareholder of VOF GP Ltd.; Oaktree Capital I, L.P. (“Capital I”) is the general partner of GP I; OCM Holdings I, LLC (“Holdings I”) is the general partner of Capital I; Oaktree Holdings, LLC (“Holdings”) is the managing member of Holdings I; Oaktree Capital Management, L.P. (“Management”) is the sole director of VOF GP Ltd.; Oaktree Holdings, Inc. (“Holdings, Inc.”) is the general partner of Management; Oaktree Capital Group, LLC (“OCG”) is the managing member of Holdings and the sole shareholder of Holdings, Inc.; and Oaktree Capital Group Holdings GP, LLC (“OCGH GP”) is the duly elected manager of OCG. The members of OCGH GP are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone. The address for the foregoing persons is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. Pursuant to the Stockholders Agreement, Oaktree Capital Management previously had the right to designate a director for nomination to our board of directors. For more information, please read “Certain Relationships and Related Party Transactions.”

(12)	South Dakota Investment Council manages the investment of South Dakota Retirement System assets. Matthew L. Clark, in his position as the State Investment Officer, has voting and investment power over the South Dakota Retirement System assets and has voting and investment power over the shares.

(13)

Consists of (i) 349,124 shares of common stock held by Raven Holdings II, L.P., (ii) 1,532,860 shares of common stock held by Venor Capital Master Fund Ltd. and (iii) 1,211,857 shares of common stock held by Venor Special Situations Fund II LP, (collectively, the “Venor funds”). Venor Capital Management LP serves as the Investment Manager of Raven Holdings II, L.P., Venor Capital Master Fund Ltd. and Venor Special Situations Fund II LP. Michael Wartell and Jeffrey Bersh, the co-chief investment officers of Venor Capital Management LP, may be deemed to have shared voting and investment power over the shares held by the Venor funds.

(14)

Consists of (i) 492,494 shares of common stock held by Western Asset Opportunistic US$ High Yield Securities Portfolio, L.L.C., (ii) 177,069 shares of common stock held by Stichting Pensioenfonds DSM Nederland, (iii) 243,795 shares of common stock held by Western Asset Funds, Inc. - Western Asset High Yield Fund, (iv) 36,143 shares of common stock held by Consulting Group Capital Markets Funds - High Yield Investments, (v) 193,156 shares of common stock held by Legg Mason Western Asset US High Yield Fund, (vi) 47,853 shares of common stock held by Employees' Retirement System of the State of Hawaii, (vii) 198,479 shares of common stock held by Kern County Employees' Retirement Association, (viii) 391,651 shares of common stock held by Western Asset High Income Opportunity Fund Inc., (ix) 416,915 shares of common stock held by John Hancock Funds II High Yield Fund, (x) 195,481 shares of common stock held by John Hancock Variable Insurance Trust High Yield Trust, (xi) 166,055 shares of common stock held by Brighthouse Funds Trust II - Western Asset Management Strategic Bond Opportunities Portfolio, (xii) 135,551 shares of common stock held by Legg Mason Partners Income Trust - Western Asset Global High Yield Bond Fund, (xiii) 126,186 shares of common stock held by Legg Mason Western Asset Global High Yield Bond Fund, (xiv) 305,744 shares of common stock held by Western Asset Global High Income Fund Inc., (xv) 370,182 shares of common stock held by Western Asset High Income Fund II Inc., (xvi) 65,226 shares of common stock held by Legg Mason Partners Variable Income Trust - Western Asset Variable Global High Yield Bond Portfolio, (xvii) 542,523 shares of common stock held by Western Asset Short Duration High Income Fund, (xviii) 43,936 shares of common stock held by Legg Mason Partners Income Trust - Western Asset Income Fund, (xix) 145,954 shares of common stock held by Southern California Edison Company Retirement Plan Trust, (xx) 172,752 shares of common stock held by Western Asset Strategic US$ High Yield Portfolio, L.L.C., (xxi) 74,788 shares of common stock held by International Union, UAW Strike Trust, (xxii) 116,613 shares of common stock held by WA High Income Corporate Bond (Multi-Currency) Fund, (xxiii) 233,094 shares of common stock held by Western Asset High Yield Defined Opportunity Fund Inc., (xxiv) 8,479 shares of common stock held by Western Asset Multi-Asset Credit Portfolio Master Fund, Ltd., (xxv) 187,640 shares of common stock held by Western Asset Short-Dated High Yield Master Fund, Ltd., (xxvi) 59,778 shares of common stock held by International Union, UAW Master Pension Trust, (xxvii) 360,858 shares of common stock held by Western Asset Middle Market Debt Fund, Inc., (xxviii) 46,846 shares of common stock held by Ascension Alpha Fund, LLC, (xxix) 8,617 shares of common stock held by Anthem Health Plans, Inc., (xxx) 39,106 shares of common stock held by Western Asset Funds, Inc. - Western Asset Macro Opportunities Fund, (xxxi) 34,986 shares of common stock held by Ascension Healthcare Master Pension Trust, (xxxii) 13,656 shares of common stock held by Kaiser Foundation Hospitals, (xxxiii) 9,238 shares of common stock held by Kaiser Permanente Group Trust, (xxxiv) 3,213 shares of common stock held by The Walt Disney Company Retirement Plan Master Trust, (xxxv) 123,213 shares of common stock held by VantageTrust III Master Collective Investment Funds Trust, (xxxvi) 730,306 shares of common stock held by Western Asset Middle Market Income Fund Inc., (xxxvii) 8,033 shares of common stock held by Hand Composite Employee Benefit Trust - Western Asset Income CIF, (xxxviii) 3,555 shares of common stock held by JNL Multi-Manager Alternative Fund, (xxxix) 11,312 shares of common stock held by Western Asset Premier Bond Fund, (xl) 6,267 shares of common stock held by John Lewis Partnership Pensions Trust, (xli) 42,640 shares of common stock held by Legg Mason Western Asset Global Multi Strategy Fund, (xlii) 12,183 shares of common stock held by Diageo Pension Trust Limited, (xliii) 391 shares of common stock held by Legg Mason Western Asset Short Duration High Income Bond Fund, (xliv) 2,350 shares of common stock held by GuideStone Funds Global Bond Fund, (xlv) 33,068 shares of common stock held by Legg Mason IF Western Asset Global Multi Strategy Bond Fund, (xlvi) 838 shares of common stock held by Western Asset High Yield Credit Energy Portfolio, LLC and (xlvii) 111,989 shares of common stock held by Stichting Pensioenfonds Sabic (collectively, the “WAMC funds”). Western Asset Management Company, LLC is the investment manager of the WAMC funds and may be deemed to have voting and investment power with respect to the shares of common stock owned by the WAMC funds. The address for the foregoing persons is 385 E. Colorado Blvd. Pasadena, CA 91101.

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•	a director or director nominee of the Company;

•	a senior officer of the Company, which, among others, includes each vice president and officer of the Company that is subject to reporting under Section 16 of the Exchange Act;

•	a stockholder owning more than 5% of the Company or its controlled affiliates (a “5% Stockholder”);

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•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, director nominee, senior officer or 5% Stockholder, and any person (other than a tenant or employee) sharing the household of such director, director nominee, senior officer or 5% Stockholder; and

•	any entity that is owned or controlled by someone listed above, or an entity in which someone listed above has a substantial ownership interest or control of the entity.

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•

Advance notice is required for stockholders to nominate directors or to submit proposals for consideration at meetings of stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date we first mailed our proxy materials for the annual meeting for the preceding year. The Bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting,

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•	Directors may be removed from office, either for or without cause, by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of capital stock entitled to vote generally in the election of directors).

•	Stockholders may call a special meeting only upon request of at least 25% of the voting power of the shares entitled to vote in the election of directors.

•	any derivative action or proceeding brought on our behalf;

•	any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;

•	any action asserting a claim against us or our directors, officers or employees arising pursuant to any provision of the DGCL, our Certificate of Incorporation or Bylaws; or

•	any action asserting a claim against us or our directors, officers or employees that is governed by the internal affairs doctrine;

•	our stockholders are permitted to make investments in competing businesses;

•	if a Dual Role Person becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us; and

•	we have renounced our interest in, or in being offered an opportunity to participate in, such corporate opportunities presented to a Dual Role Person.

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•	the individual serving as our Chief Executive Officer; and

•	one individual designated by Benefit Street Partners (for so long as Benefit Street Partners beneficially owns at least ten percent of the common stock beneficially owned by all of the parties to the Stockholders Agreement).

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•	banks, insurance companies or other financial institutions;

•	tax-exempt or governmental organizations;

•	qualified foreign pension funds (or any entities all of the interests of which are held by a qualified foreign pension fund);

•	dealers in securities or foreign currencies;

•	traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

•	persons subject to the alternative minimum tax;

•	partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;

•	persons deemed to sell our common stock under the constructive sale provisions of the Code;

•	persons that acquired our common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

•	certain former citizens or long-term residents of the United States; and

•	persons that hold our common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.

•	an individual who is a citizen or resident of the United States;

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•	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•	an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•	a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

•	the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

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•	the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or

•

we are or have been a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes during the applicable statutory period and either (a) our common stock is not “regularly traded on an established securities market” (within the meaning of U.S. Treasury Regulations) or (b) our common stock is “regularly traded on an established securities market” (within the meaning of U.S. Treasury Regulations) and the non-U.S. holder owns, or owned at any time during the shorter of the five-year period ending on the date of the disposition or the non-U.S. holder’s holding period for the common stock, more than 5% of our common stock.

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•	on the NASDAQ, in the over-the-counter market or on any other securities exchange on which our common stock is listed or traded;

•	ordinary brokerage transactions and transactions in which the broker‑dealer solicits purchasers;

•	block trades in which the broker‑dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

•	purchases by a broker‑dealer as principal and resale by the broker‑dealer for its account;

•	an exchange distribution in accordance with the rules of the applicable exchange;

•	privately negotiated transactions;

•	in underwriting transactions;

•	short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•	broker‑dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

•	“at the market” or through market makers or into an existing market for the shares;

•	a combination of any such methods of sale; and

•	any other method permitted pursuant to applicable law.

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•	Linn Acquisition Company, LLC transferred 100% of the outstanding membership interests in Berry LLC to Berry Corp. pursuant to an assignment agreement, dated February 28, 2017 between Linn Acquisition Company, LLC and Berry Corp. (the “Assignment Agreement”). Under the Assignment Agreement, Berry LLC became a wholly-owned operating subsidiary of Berry Corp.

•

The holders of claims under the Company’s Second Amended and Restated Credit Agreement, dated November 15, 2010, by and among Berry LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and certain lenders, (as amended, the “Pre-Emergence Credit Facility”), received (i) their pro rata share of a cash paydown and (ii) pro rata participation in the new facility (the “Emergence Credit Facility”). As a result, all outstanding obligations under the Pre-Emergence Credit Facility were canceled and the agreements governing these obligations were terminated.

•	Berry LLC, as borrower, entered into the Emergence Credit Facility with the holders of claims under the Pre-Emergence Credit Facility, as lenders, and Wells Fargo Bank, N.A, as administrative agent, providing for a new reserve-based revolving loan with up to $550 million in borrowing commitments. For additional information about the Emergence Credit Facility, see Note 5.

•

The holders of Berry LLC’s 6.75% senior notes due 2020, issued by Berry LLC pursuant to a Second Supplemental Indenture, dated November 1, 2010, and 6.375% senior notes due 2022, issued by Berry LLC pursuant to a Third Supplemental Indenture, dated March 9, 2012 (collectively, the “Unsecured Notes”), received a right to their pro rata share of either (i) 32,920,000 shares of common stock in Berry Corp. or, for those non-accredited investors holding the Unsecured Notes that irrevocably elected to receive a cash recovery, cash distributions from a $35 million cash distribution pool (the “Cash Distribution Pool”) and (ii) specified rights to participate in a two-tranche offering of rights to purchase Series A Preferred Stock at an aggregate purchase price of $335 million (as further defined in the Plan, the “Berry Rights Offerings”). As a result, all outstanding obligations under the Unsecured Notes were canceled and the indentures and related agreements governing these obligations were terminated.

•

The holders of unsecured claims against Berry LLC, (other than the Unsecured Notes) (the “Unsecured Claims”) received a right to their pro rata share of either (i) 7,080,000 shares of common stock in Berry Corp. or (ii) in the event that such holder irrevocably elected to receive a cash recovery, cash distributions from the Cash Distribution Pool. As a result, all outstanding obligations under the Unsecured Notes and the indentures

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•	Berry LLC settled all intercompany claims against Linn Energy and its affiliates pursuant to a settlement agreement approved as part of the Plan and the Confirmation Order. The settlement agreement provided Berry LLC with a $25 million general unsecured claim against Linn Energy which Berry LLC has fully-reserved.

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(1)

Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, cancellation of the Predecessor’s equity, issuances of the Successor’s common stock and preferred stock, proceeds received from the Berry Rights Offerings and issuance of the Successor’s debt.

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(2)	Changes in cash and cash equivalents included the following:

(3)	Collection of overpayment to Linn Energy, LLC for ad valorem taxes.

(4)	Primarily reflects the transfer to restricted cash to fund the Predecessor’s professional fees escrow account and general unsecured claims Cash Distribution Pool.

(5)	Primarily reflects the write-off of the Predecessor’s deferred financing fees.

(6)	Reflects the capitalization of deferred financing fees related to the Emergence Credit Facility.

(7)	Net increase in accounts payable and accrued expenses reflects:

(8)	Reflects the repayment of the Pre-Emergence Credit Facility.

(9)	Reflects the payment of accrued interest on the Pre-Emergence Credit Facility.

(10)	Reflects borrowings under the Emergence Credit Facility.

(11)	Settlement of liabilities subject to compromise and the resulting net gain were determined as follows:

(12)	Net increase in capital accounts reflects:

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(13)	Net decrease in accumulated deficit reflects:

(14)	Reflects a change in accounting policy from the entitlements method to the sales method for natural gas production imbalances.

(15)	Primarily reflects an increase in the current portion of greenhouse gas allowances.

(16)	Reflects a decrease of oil and natural gas properties, based on the methodology discussed in Note 4, and the elimination of accumulated depletion and amortization. The following table summarizes the components of oil and natural gas properties as of the Effective Date:

(17)	Reflects a decrease of other property and equipment and the elimination of accumulated depreciation. The following table summarizes the components of other property and equipment as of the Effective Date:

(18)	Primarily reflects an increase in greenhouse gas allowances of approximately $30 million and a joint venture investment of approximately $1 million. Greenhouse gas allowances were valued using a market approach based on trading prices for carbon credits on February 28, 2017. Our joint venture investment was valued based on a market approach using a market EBITDA multiple.

(19)	Reflects increases for greenhouse gas emissions liabilities of approximately $4 million and a change in accounting policy from the entitlements method to the sales method for gas production imbalances of approximately $200,000, partially offset by a decrease for the current portion of intangibles liabilities of approximately $500,000.

(20)	Reflects an increase of the current portion of asset retirement obligations.

(21)	Primarily reflects a decrease for asset retirement obligations of approximately $30 million and for intangible liabilities of approximately$6 million, partially offset by an increase for greenhouse gas emissions liabilities of approximately $19 million. The fair value of asset retirement

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(22)	Reflects the cumulative impact of the fresh-start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated deficit.

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(1)	Due to covenant violations, the Pre-Emergence Credit Facility was classified as current at December 31, 2016

(2)	Variable interest rates of 4.8% and 5.5% at December 31, 2017 and December 31, 2016, respectively.

(3)	The Company’s senior notes were classified as liabilities subject to compromise at December 31, 2016.

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•	incur or guarantee additional indebtedness or issue certain types of preferred stock;

•	pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness

•	transfer or sell assets;

•	make investments;

•	create certain liens securing indebtedness;

•	enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us;

•	consolidate, merge or transfer all or substantially all of our assets; and

•	engage in transactions with affiliates.

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(1)	Consists of gains and (losses) on derivatives that were entered into in March 2015 to hedge exposure to differentials in consuming areas.

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(1)	Includes the tax rate deduction. The impact of the rate change is fully offset in the Change in valuation allowance above.

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(1)	In accordance with SEC regulations, reserves were estimated using the average price during the 12-month period, determined as an unweighted average of the first-day-of-the-month price for each month, excluding escalations based upon future conditions. The average price used to estimate reserves is held constant over the life of the reserves.

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(1)	Includes net derivative gains (losses).

(2)	Includes the following expenses: lease operating, transportation, electricity generation, marketing, general and administrative, depreciation, depletion and amortization, impairment of long-lived assets and taxes, other than income taxes.

(3)	Our predecessor company was organized as a limited liability company and, as such, did not issue any stock. Accordingly, we have not presented earnings per share calculations for the predecessor company periods.

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(1)

Among other things, the holders of our Predecessor's Unsecured Notes (as defined below) received a right to their pro rata share of either 32,920,000 shares of common stock in Berry Corp. or, for those non-accredited investors holding our Predecessor's unsecured notes (the "Unsecured Notes") that irrevocably elected to receive a cash recovery, cash distributions from a $35 million cash distribution pool (the “Cash Distribution Pool”).

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(1)	No potentially dilutive securities were included in computing earnings (loss) per share for the three and nine months ended September 30, 2018 and for the three months ended September 30, 2017 because the effect of inclusion would have been anti-dilutive.

(2)	Per share amounts are stated net of tax.

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1.	That I am a Senior Vice President with DeGolyer and MacNaughton, which company did prepare the letter report addressed to Berry dated January 31, 2018, and that I, as Senior Vice President, was responsible for the preparation of this letter report.

2.

That I attended the University of Texas at Austin, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1984; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers; and that I have in excess of 33 years of experience in oil and gas reservoir studies and reserves evaluations.

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•	to include any prospectus required by Section 10(a)(3) of the Securities Act;

•

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post‑effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

•	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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Re:	Registration Statement on Form S-1

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