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): October 25, 2006 (October 24,
2006)
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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1
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Item
1.01. Entry Into a Material Definitive Agreement.
On
October 24, 2006, Berry Petroleum Company (the “Company”) entered into the
First
Supplemental Indenture
(the
“Supplemental Indenture”) to the Indenture, dated as of June 15, 2006 between
the Company and Wells Fargo Bank, National Association, as trustee (together
with the Supplemental Indenture, the “Indenture”), in connection with the offer
and sale of $200 million aggregate principal amount of the Company’s 8 ¼%
senior
subordinated notes due 2016. The notes are unsecured. In certain circumstances
the Company must cause its domestic subsidiaries to guarantee the notes
on a
senior subordinated basis.
The
Company will pay interest on the notes each May 1 and November 1, beginning
May
1, 2007. The notes will mature on November 1, 2016. The Company may redeem
the
notes on or after November 1, 2011 at the redemption prices described in
the
Indenture. Prior to November 1, 2011, the Company may redeem the notes
at a
redemption price equal to 100% of the principal amount thereof, plus a
“make
whole” premium described in the Indenture. Prior to November 1, 2009, the
Company may redeem up to 35% of the notes with the proceeds of certain
equity
offerings pursuant to the terms described in the Indenture. If the Company
and
its subsidiaries sell certain assets or experience certain kinds of change
of
control, the Company must offer to repurchase the notes.
The
Indenture contains covenants that impose restrictions upon the Company
and its
subsidiaries, which include, but are not limited to, limitations on
indebtedness, limitations on layering indebtedness, limitations on restricted
payments, limitations on liens, limitations on restrictions on distributions
from restricted subsidiaries, limitations on sales of assets and subsidiary
stock, limitations on affiliate transactions, limitations on sale of capital
stock of restricted subsidiaries, limitations on merger and consolidation,
and
limitations on lines of business. The covenants are subject to numerous
exceptions, many of which are significant, and not all of which are
customary.
The
Indenture contains customary events of default, including: (a) default
in any
payment of interest when due, continued for 30 days; (b) default in the
payment
of principal of or premium, if any, when due; (c) failure by the Company
or any
Subsidiary Guarantor (as defined in the Indenture) to comply with its other
obligations under the Indenture, in some cases subject to cure periods
of 30 or
60 days after notice, and, in case of failure to file certain reports with
the
SEC and the trustee, a cure period of 240 days without notice; (d) payment
defaults and accelerations with respect to other indebtedness of the Company
and
its Restricted Subsidiaries (as defined in the Indenture) in the aggregate
principal amount of $25.0 million or more; (e) certain voluntary and involuntary
events of bankruptcy, insolvency or reorganization of the Company or any
Significant Subsidiary (as defined in the Indenture) or a group of Restricted
Subsidiaries that, taken together would constitute a Significant Subsidiary;
(f)
failure by the Company or any Significant Subsidiary or group of Restricted
Subsidiaries that, taken together would constitute a Significant Subsidiary
to
pay certain final judgments aggregating in excess of $25.0 million; or
(g) any
Subsidiary Guarantee of a Significant Subsidiary or group of Restricted
Subsidiaries that, taken together would constitute a Significant Subsidiary
ceases to be in full force and effect or is declared null and void in a
judicial
proceeding or is denied or disaffirmed by its maker. During the continuance
of a
default with respect to failure to file certain reports with the SEC and
the
trustee for 60 days or more, the interest rate on the Notes shall increase
by
0.50% per annum.
If
an
Event of Default under the Indenture occurs and is continuing, the Trustee
or
the holders of at least 25% in principal amount of the outstanding Notes
may
declare the principal of, premium, if any, and accrued and unpaid interest,
if
any, on all the Notes to be due and payable, or, in the case of certain
Events
of Default relating to bankruptcy, insolvency or reorganization, such amounts
will automatically become immediately due and payable.
The
First
Supplemental Indenture is filed as Exhibit 4.1 to this Form 8-K and incorporated
herein by reference.
Item
2.03 Creating a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above under Item 1.01 is incorporated in this Item
2.03 by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
4.1
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First Supplemental Indenture dated October 24, 2006.
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: October
25, 2006
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