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): November 15, 2024
(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)
(661 ) 616-3900
(Registrant’s Telephone Number, Including Area Code)
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. | ||||
On November 15, 2024 (the “Redetermination Date”), the scheduled semi-annual redetermination of the borrowing base occurred under the Credit Agreement, dated as of August 26, 2021 (as amended, supplemented or otherwise modified, the “Revolving Credit Agreement”), by and among Berry Corporation (bry) (the “Company”) as a guarantor, Berry Petroleum Company, LLC, our wholly-owned subsidiary, as borrower (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. In connection with such redetermination, the Borrower’s borrowing base and aggregate elected committed amount under the Revolving Credit Agreement are each $95 million (previously $125 million), effective as of the Redetermination Date. The Borrower expects to repay in full and terminate the Revolving Credit Agreement in conjunction with the funding of that certain Senior Secured Term Loan Credit Agreement, dated as of November 6, 2024 (as amended, supplemented or otherwise modified, the “Term Loan Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, Breakwall Credit Management LLC, as administrative agent, and the lenders party thereto. Such redetermination of the Borrower’s borrowing base under the Revolving Credit Agreement corresponds to the delayed draw term loan facility in an aggregate principal amount of up to $95 million under the Term Loan Credit Agreement. The Company is also actively evaluating whether to enter into a new reserve-based credit facility and terminate some or all of the commitments under the delayed draw term loan facility under the Term Loan Credit Agreement.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: November 20, 2024 | By: | /s/ Michael S. Helm | |||||||||
| Michael S. Helm | |||||||||||
| Vice President, Chief Financial Officer and Chief Accounting Officer | |||||||||||