Berry Petroleum Announces Pricing Of $600 Million Of 6⅜% Senior Notes Due 2022

Berry Petroleum Company (NYSE:BRY) announced today that it has priced an underwritten public offering of $600 million aggregate principal amount of senior notes due 2022 (the “Notes”), which will bear interest at a rate of 6⅜% per year. The Notes are being sold at par. Berry expects to close the sale of the notes on March 9, 2012, subject to the satisfaction of customary closing conditions. The offering is being made pursuant to Berry’s effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”).

Berry intends to use the net proceeds from the offering to redeem all $200 million outstanding principal amount of its 8¼% Senior Subordinated Notes due 2016 (the “2016 Notes”), to finance a tender offer (the “Tender Offer”) for up to $150 million aggregate principal amount of its 10¼% Senior Notes due 2014 (the “2014 Notes”) and to reduce outstanding borrowings under its senior secured revolving credit facility. To the extent that Berry purchases less than $150 million of its 2014 Notes in the Tender Offer, it intends to use the net proceeds that otherwise would have been used to purchase the 2014 Notes to further reduce outstanding borrowings under its senior secured revolving credit facility. Pending the application of the net proceeds to redeem the 2016 Notes and finance the Tender Offer, Berry intends to reduce outstanding borrowings under its senior secured revolving credit facility, and it may temporarily invest the remaining net proceeds in cash equivalents or short-term investments.

Wells Fargo Securities, LLC, BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, RBS Securities Inc. and SG Americas Securities, LLC are acting as joint book-running managers. A prospectus supplement relating to the offering will be filed with the SEC and may be found on its website at Alternatively, the underwriters will arrange to send you the prospectus supplement and related base prospectus if you request them by contacting:

Wells Fargo Securities, LLC

Attn: Client Support

550 South Tryon Street

7th Floor MAC D1086-070

Charlotte, NC 28202

Telephone: (800) 326-5897


      BMO Capital Markets Corp.

3 Times Square, 28th Floor

New York, NY 10036

Attention: High Yield Syndicate

Telephone: (212) 702-1882

Credit Suisse Securities (USA) LLC

Attention: Prospectus Department

One Madison Avenue

New York, New York 10010

Telephone (800) 221-1037
J.P. Morgan Securities LLC

383 Madison Avenue, 3rd Floor

New York, New York 10179

Attention: Syndicate Desk

Telephone: 800-245-8812

RBS Securities Inc.

600 Washington Boulevard

Stamford, Connecticut 06901

Attn: High Yield Debt Capital Markets Syndicate

Telephone: (866) 884-2071

SG Americas Securities, LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: David C. Sharp, Managing DirectorCapital Markets & Syndicate - Americas


Telephone: (212) 278-7128

Fax: (212) 278-2072

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. The Notes will be offered only by means of a prospectus, including the prospectus supplement relating to the Notes, meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Tender Offer is being made pursuant to the offer to purchase issued in connection with the Tender Offer, and this press release is not an offer to purchase with respect to any of the 2014 Notes.

About Berry Petroleum Company

Berry Petroleum Company is a publicly traded independent oil and gas production and exploitation company with operations in California, Colorado, Texas and Utah.

Safe harbor under the “Private Securities Litigation Reform Act of 1995”

Any statements in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties. Words such as “estimate,” “expect,” “would,” “will,” “target,” “goal” and “intend” and forms of those words and others indicate forward-looking statements. These statements include but are not limited to forward-looking statements about the offering, the size of the offering, the use of the net proceeds from the offering and the planned Tender Offer, including whether the Tender Offer is consummated in whole or in part. These statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Important factors which could affect actual results are discussed in Berry’s filings with the SEC, including its Annual Report on Form 10-K filed with the SEC on February 28, 2012.

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