UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 2022
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (661 ) 616-3900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events | ||||
This Current Report on Form 8-K is being filed solely to file (i) the consent of KPMG LLP, the independent registered public accounting firm of Berry Corporation (bry) (the “Company”), dated June 9, 2022, to the incorporation by reference into the Company’s Registration Statement on Form S-3 (No. 333-228740)(the “Registration Statement”) of their report dated March 4, 2022, relating to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) filed with the Securities and Exchange Commission on March 4, 2022, as well as the use of the name KPMG LLP and references to KPMG LLP as an independent registered public accounting firm under the heading “Experts” in the prospectus included in the Registration Statement; and (ii) the consent of DeGolyer and MacNaughton, dated June 9, 2022, to the incorporation by reference into the Registration Statement of their report of third party dated January 19, 2022 (the “D&M Letter Report”), containing DeGolyer and MacNaughton’s opinion of the proved reserves and future net revenue, as of December 31, 2021, of the Company, included as an exhibit to the Form 10-K, as well as (a) the use of the name DeGolyer and MacNaughton, (b) references to DeGolyer and MacNaughton as an independent petroleum engineering consulting firm, and (c) the use of information from, and the inclusion of, the D&M Letter Report therein. The consents filed as Exhibits 23.1 and 23.2 to this Current Report are in addition to, and do not change, the previously-filed consents of KPMG LLP and DeGolyer and MacNaughton filed as Exhibits 23.1 and 23.2, respectively, to the Form 10-K.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
__________
(*) Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Berry Corporation (bry) | |||||||||||
| Dated: June 9, 2022 | By: | /s/ Danielle Hunter | |||||||||
| Danielle Hunter | |||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-3 (333-228740) filed by Berry Petroleum Corporation, now named Berry Corporation (bry), of our report dated March 4, 2022, with respect to the consolidated financial statements of Berry Corporation (bry) included in the Form 10-K filed by Berry Corporation (bry) on March 4, 2022, incorporated therein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Dallas, Texas
June 9, 2022
Exhibit 23.2
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
June 9, 2022
Berry Corporation (bry)
16000 N. Dallas Parkway, Suite 500
Dallas, Texas 75248
Ladies and Gentlemen:
We hereby consent to (i) the use of the name DeGolyer and MacNaughton, (ii) references to DeGolyer and MacNaughton as an independent petroleum engineering consulting firm, and (iii) the use of information from, and the incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) of our report of third party (our “Letter Report”) dated January 19, 2022, containing our opinion of the proved reserves and future net revenue, as of December 31, 2021, of Berry Corporation (bry), in the Registration Statement on Form S-3 of Berry Petroleum Corporation (File No. 333-228740) (the “Shelf Registration Statement”) and the related prospectus that is a part thereof. We further consent to the inclusion of our Letter Report as an exhibit through incorporation by reference in the Shelf Registration Statement.
Very truly yours,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716