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): July 16, 2008
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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1999 BROADWAY, STE. 3700,
DENVER, CO
(Address
of Principal Executive Offices)
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80202
(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 825-3344
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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Item
1.01 Entry into a Material Definitive Agreement.
On July
15, 2008, Berry Petroleum Company (“Company”) entered into a five-year amended
and restated credit agreement (“Credit Agreement”) with Wells Fargo Bank, N.A as
administrative agent and other lenders. The secured revolving credit
facility amends and restates the Company’s previous credit agreement dated as of
April 28, 2006, as amended.
The
Credit Agreement is a $1.5 billion revolving facility with an initial borrowing
base of $1 billion. The borrowing base under the previous agreement
was $650 million. Interest on amounts borrowed under this debt
is charged at either LIBOR or the prime rate with margins on the various rate
options based on the ratio of credit outstanding to the borrowing
base. Additionally, an annual commitment fee of .25% to .375% is
charged on the unused portion of the credit facility.
The
Credit Agreement has been utilized to fund the acquisition referred to in Item
2.01 as well as general corporate purposes. Borrowings under the
Credit Agreement are secured by various Company assets and the Credit Agreement
and related documents contain customary covenants, including leverage ratio
covenants and restrictions on the secured assets. The full text of
the Credit Agreement will be filed as an exhibit to the Company’s second quarter
2008 Form 10-Q and will provide a description of the terms, covenants,
representations and warranties.
Additionally,
the Company entered into a commitment letter with Société Générale, BNP Paribas,
and BNP Paribas Securities Corp. (“Lenders”) to execute a $100,000,000 senior
unsecured revolving credit facility. The execution of definitive
documentation of the unsecured credit facility is subject to completion of due
diligence by the Lenders and is expected to occur no later than July 31,
2008. The unsecured credit facility is expected to mature on December
31, 2008 and will have usual and customary conditions, representations and
warranties.
Item
2.01 Completion of Acquisition or Disposition of Assets
On July
15, 2008, the Company closed on the previously announced acquisition of certain
interests in natural gas producing properties on 4,500 net acres in Limestone
and Harrison Counties of East Texas from the sellers set forth in the Company's
Form 8-K filed June 11, 2008. Proved reserve estimates associated
with the properties, adjusted for additional interests purchased by the Company,
are 335 billion cubic feet equivalent. The acquisition adds approximately 32
million cubic feet equivalent per day to the Company’s production from 100
producing wells. The adjusted purchase price is $653 million, including closing
adjustments of $32 million based on the effective date of February 1,
2008. The acquisition is initially financed by bank borrowings under
the Credit Agreement.
Item
2.03 Creation of a Direct Financial Obligation
On July
15, 2008, the Company borrowed approximately $594 million under the Credit
Agreement to pay the remaining consideration due under the acquisition described
in Item 2.01. As of July 15, 2008, the Company had approximately
$75 million available to be drawn under this facility, the proceeds of
which may be used for general corporate purposes.
The
information included under Item 1.01 of this Form 8-K relating to the Credit
Agreement is incorporated by reference under this Item
2.03.
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: July
16, 2008
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