BAKERSFIELD, Calif., July 16, 2018 /PRNewswire/ -- Berry Petroleum Corporation ("Berry") announced today that it has launched an initial public offering of its common stock pursuant to a registration statement on Form S-1 (the "Registration Statement") previously filed with the Securities and Exchange Commission (the "SEC"). The offering consists of 12,198,013 shares of common stock being offered by Berry and 6,551,987 shares of common stock being offered by the selling stockholders named in the Registration Statement. Berry intends to use a portion of the proceeds it receives from the offering to purchase an aggregate of up to 4,198,013 shares of its common stock owned by funds affiliated with Benefit Street Partners and Oaktree Capital Management. After giving effect to this offering and the share repurchase, the number of shares of common stock outstanding will increase by 8,000,000.
In addition, Berry and the selling stockholders named in the Registration Statement intend to grant the underwriters a 30-day option to purchase up to an additional 1,770,030 shares and 1,042,470 shares of common stock, respectively, at the initial public offering price, less underwriting discounts and commissions. Berry intends to use a portion of the proceeds it receives from any sale of additional shares pursuant to the underwriters' option to purchase up to an additional 570,030 shares of its common stock owned by funds affiliated with Benefit Street Partners. Assuming the underwriters exercise their option in full, the number of shares outstanding after such option exercise and additional share repurchase will increase by 1,200,000.
The current expected initial offering price is between $15.00 and $17.00 per share. The shares are expected to trade on the Nasdaq Global Select Market under the ticker symbol "BRY".
Goldman Sachs & Co. LLC, Wells Fargo Securities and BMO Capital Markets are acting as lead book-running managers for the offering. Additional book-running managers are Evercore ISI and UBS Investment Bank. KeyBanc Capital Markets, Capital One Securities, Johnson Rice & Company L.L.C., Simmons & Company International, Energy Specialists of Piper Jaffray, Tudor, Pickering, Holt & Co., ABN AMRO, ING, BOK Financial Securities, Inc. and Citizens Capital Markets are acting as co-managers for the offering. The offering of these securities will be made only by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933. A copy of the preliminary prospectus may be obtained from:
Goldman Sachs & Co. LLC
Attention: Prospectus Department
200 West Street
New York, NY 10282
Telephone: 1-866-471-2526
Facsimile: 212-902-9316
prospectus-ny@ny.email.gs.com
Wells Fargo Securities, LLC
Attention: Equity Syndicate Department
375 Park Avenue
New York, New York 10152
Telephone: (800) 326-5897
cmclientsupport@wellsfargo.com
BMO Capital Markets Corp.
Attention: Equity Syndicate Department
3 Times Square, 25th Floor
New York, New York 10036
Telephone: (800) 414-3627
bmoprospectus@bmo.com
About Berry Petroleum Corporation
Berry Petroleum Corporation is a California-based independent upstream energy company engaged primarily in the development and production of conventional oil reserves located in the western United States.
Important Information
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement may be obtained free of charge at the SEC's website at www.sec.gov under "Berry Petroleum Corporation." This press release shall 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 or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding the size, timing or results of the initial public offering, represent Berry's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Berry's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Berry does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Berry to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the SEC in connection with Berry's initial public offering. The risk factors and other factors noted in Berry's prospectus could cause its actual results to differ materially from those contained in any forward-looking statement.
SOURCE Berry Petroleum Corporation
In addition, Berry and the selling stockholders named in the Registration Statement intend to grant the underwriters a 30-day option to purchase up to an additional 1,770,030 shares and 1,042,470 shares of common stock, respectively, at the initial public offering price, less underwriting discounts and commissions. Berry intends to use a portion of the proceeds it receives from any sale of additional shares pursuant to the underwriters' option to purchase up to an additional 570,030 shares of its common stock owned by funds affiliated with Benefit Street Partners. Assuming the underwriters exercise their option in full, the number of shares outstanding after such option exercise and additional share repurchase will increase by 1,200,000.
The current expected initial offering price is between $15.00 and $17.00 per share. The shares are expected to trade on the Nasdaq Global Select Market under the ticker symbol "BRY".
Goldman Sachs & Co. LLC, Wells Fargo Securities and BMO Capital Markets are acting as lead book-running managers for the offering. Additional book-running managers are Evercore ISI and UBS Investment Bank. KeyBanc Capital Markets, Capital One Securities, Johnson Rice & Company L.L.C., Simmons & Company International, Energy Specialists of Piper Jaffray, Tudor, Pickering, Holt & Co., ABN AMRO, ING, BOK Financial Securities, Inc. and Citizens Capital Markets are acting as co-managers for the offering. The offering of these securities will be made only by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933. A copy of the preliminary prospectus may be obtained from:
Goldman Sachs & Co. LLC
Attention: Prospectus Department
200 West Street
New York, NY 10282
Telephone: 1-866-471-2526
Facsimile: 212-902-9316
prospectus-ny@ny.email.gs.com
Wells Fargo Securities, LLC
Attention: Equity Syndicate Department
375 Park Avenue
New York, New York 10152
Telephone: (800) 326-5897
cmclientsupport@wellsfargo.com
BMO Capital Markets Corp.
Attention: Equity Syndicate Department
3 Times Square, 25th Floor
New York, New York 10036
Telephone: (800) 414-3627
bmoprospectus@bmo.com
About Berry Petroleum Corporation
Berry Petroleum Corporation is a California-based independent upstream energy company engaged primarily in the development and production of conventional oil reserves located in the western United States.
Important Information
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement may be obtained free of charge at the SEC's website at www.sec.gov under "Berry Petroleum Corporation." This press release shall 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 or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding the size, timing or results of the initial public offering, represent Berry's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Berry's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Berry does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Berry to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the SEC in connection with Berry's initial public offering. The risk factors and other factors noted in Berry's prospectus could cause its actual results to differ materially from those contained in any forward-looking statement.
SOURCE Berry Petroleum Corporation
