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Berry Petroleum Company Announces Commencement Of Modified Dutch Auction Tender Offer For Its 10¼% Senior Notes Due 2014

Berry Petroleum Company (NYSE:BRY), announced today that it has commenced a cash tender offer (the “Offer”) for up to $150 million aggregate principal amount (the “Tender Cap”) of its outstanding 10¼% Senior Notes due 2014 (the “Notes”). The Offer is scheduled to expire at 11:59 p.m., New York City time, on April 2, 2012, unless extended or earlier terminated (the “Expiration Date”). As of March 1, 2012, $355,256,000 principal amount of Notes were outstanding. Information related to the Notes and the Offer are listed in the table below.
CUSIP No.    

OutstandingPrincipal Amount

Title ofSecurity

Early TenderDate

Early TenderPayment (1)

Total Consideration(Acceptable Bid Price Range) (1)(2)
085789AD7 $355,256,000

10¼% SeniorNotes due 2014

March 19, 2012,5:00 p.m., New York City time
$30.00 $1,155.00 - $1,175.00
(1) Per $1,000 principal amount of Notes that are accepted for purchase.
(2) Includes the Early Tender Payment.

The “Total Consideration” for each $1,000 principal amount of Notes will be determined based on a modified “Dutch Auction” procedure. Each holder that tenders Notes in the Offer will specify a “Bid Price,” within a range specified in the table above, which represents the minimum consideration such holder is willing to receive for those Notes. Holders who tender Notes without specifying a Bid Price will be deemed to have specified $1,155.00 per $1,000 principal amount of Notes. The total consideration payable under the Offer, and the Bid Price specified by holders of Notes electing to participate, includes an “Early Tender Payment” of $30.00 for each $1,000 principal amount of Notes. Holders will only be eligible to receive the Early Tender Payment for Notes that such holders have validly tendered (and not withdrawn) prior to 5:00 p.m., New York City time, on March 19, 2012, unless extended. If the aggregate amount of Notes validly tendered (and not withdrawn) with a Bid Price equal to or below the Total Consideration exceeds the Tender Cap, then holders of Notes who tender Notes with a Bid Price equal to the Total Consideration will be subject to proration as described in the Offer to Purchase (defined below).

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