Berry Petroleum Company (NYSE:BRY), announced today that, as of 5:00 p.m., New York City time, on March 19, 2012 (the “Early Tender Date”), it had received tenders of approximately $184 million aggregate principal amount of its 10¼% senior notes due 2014 (the “Notes”), representing approximately 52% of the outstanding Notes, pursuant to the Company’s previously announced cash tender offer (the “Tender Offer”) for up to $150 million aggregate principal amount (the “Tender Cap”) of the Notes.
The Company’s obligation to accept for purchase, and to pay for, any Notes pursuant to the Tender Offer is subject to a number of conditions that are set forth in the Offer to Purchase dated March 6, 2012 (the “Offer to Purchase”). Among these conditions was the completion of a capital markets debt offering sufficient to finance the Tender Offer. On March 9, 2012, the Company completed the offer and sale of $600 million aggregate principal amount of its 6⅜% senior notes due 2022, the proceeds of which will be used, among other things, to finance the Tender Offer.
Subject to the satisfaction or waiver of the remaining conditions, holders who validly tendered and did not withdraw their Notes on or prior to the Early Tender Date, and whose Notes are purchased pursuant to the Tender Offer, will be entitled to receive the total consideration payable under the Tender Offer, which includes an “Early Tender Payment” of $30.00 for each $1,000 principal amount of Notes to be purchased, in accordance with the modified “Dutch Auction” procedures as more fully described in the Offer to Purchase.
Pursuant to the Offer to Purchase, holders of Notes may tender their Notes after the Early Tender Date. However, any such tender will not be entitled to receive the Early Tender Payment. Because the aggregate amount of Notes validly tendered and not withdrawn as of the Early Tender Date is greater than the Tender Cap, the Company will accept Notes validly tendered in the Tender Offer on a prorated basis as described in the Offer to Purchase. The Company reserves the right, in its sole discretion, to increase the Tender Cap.
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