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 10, 2008
BERRY PETROLEUM
COMPANY
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
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1-9735
(Commission
File Number)
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77-0079387
(IRS
Employer
Identification
Number)
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5201 TRUXTUN AVE., STE. 300,
BAKERSFIELD, CA
(Address
of Principal Executive Offices)
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93309
(Zip
Code)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry Into A Material Definitive
Agreement
On June
10, 2008, Berry Petroleum Company (“Berry” or “Company”) entered into Purchase
and Sale Agreements with O’Brien Resources, LLC, SEPCO II, LLC, Liberty Energy,
LLC, Crow Horizons Company, and O’Brien II, LP to acquire their interests in
natural gas producing properties on 4,500 net acres in Limestone and Harrison
Counties of East Texas for approximately $620 million in cash. Proved
reserve estimates associated with the acquired assets are 335 billion cubic feet
equivalent. Upon closing, the acquisition will add
approximately 32 million cubic feet equivalent per day to Berry’s production
from 100 producing wells.
In
connection with entering into the Purchase and Sale Agreement, the Company
entered into a commitment letter with Wells Fargo Bank, N.A. (Lead Arranger and
Administrative Agent), Societe Generale, and BNP Paribas to increase and further
amend its existing senior unsecured credit facility dated as of April 28, 2006.
Under the terms of the commitment letter, Berry will amend its existing credit
agreement, to, among other things, provide for a $1.5 billion senior secured
credit facility with a $1 billion borrowing base which will be secured by
various Company assets. The loans under the amended credit facility
will bear interest rates based on prevailing market rates plus an agreed-upon
margin.
The
transaction and the secured credit facility are expected to close in the third
quarter and are subject to customary closing conditions.
Forward
Looking Statements
Certain
statements in this report, including but not limited to statements regarding the
closing of the acquisition and credit facility, and other statements that are
not historical facts, are forward-looking statements that involve risks and
uncertainties. Although Berry believes that its expectations are
based on reasonable assumptions, it can give no assurance that these
expectations will prove correct. Important factors that could cause
actual results to differ materially from those in the forward-looking statements
include our results of operations, general market conditions, satisfaction of
the purchase agreements’ and credit facility’s closing conditions and other
risks described in PART 1, Item 1A. Risk Factors of Berry's 2007 Form 10-K/A
filed with the Securities and Exchange Commission on February 27, 2008 under the
heading "Other Factors Affecting the Company's Business and Financial Results"
in the section titled "Management's Discussion and Analysis of Financial
Condition and Results of Operations” and all material changes as updated in Part
II, Item 1A within our Form 10-Qs filed subsequent to the Form
10-K/A. Words such as "plans," "will," "expect," "target," "goal,"
and forms of those words and others indicate forward-looking
statements.
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 hereto
duly authorized.
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BERRY PETROLEUM
COMPANY
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By:
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/s/ Kenneth A.
Olson
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Kenneth
A. Olson
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Corporate
Secretary
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Date: June
10, 2008
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