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): April 27, 2009
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, SUITE 3700,
DENVER, COLORADO
(Address
of Principal Executive Offices)
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80202
(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 999-4400
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 April
27, 2009, Berry Petroleum Company (Berry or the Company) entered into a $140
million Second Lien Credit Facility Agreement (Second Lien) with Wells Fargo
Energy Capital, Inc. as administrative agent and other lenders, which matures on
January 16, 2013. Interest on the facility is 11% and charged at LIBOR plus a
margin of 800 basis points with a minimum LIBOR rate of 300 basis points. There
are no prepayment or call provisions. The loan is collateralized by second
priority liens on substantially all of the Company’s assets. The Company is
subject to financial covenants that are approximately 15% less restrictive than
the First Lien.
On April
27, 2009 the Company also entered into a Third Amendment (the Third Amendment)
to the Amended and Restated Credit Agreement (First Lien) dated as of July 15,
2008 with Wells Fargo Bank, N. A. and other lenders. The First Lien as amended
by the Third Amendment is a $1.5 billion secured revolving facility with a $1.05
billion borrowing base. Additionally, each dollar outstanding under the second
lien credit facility reduces the borrowing base under our senior secured credit
facility by 30 cents such that the $140 million second lien facility reduces our
current borrowing base to $1.008 billion. The Third Amendment authorized Wells
Fargo Bank N.A. as administrative agent on the First Lien, to enter into a
Second Lien Intercreditor Agreement on behalf of the First Lien lenders. The
Company's pro forma liquidity at April 27, 2009 was approximately $275
million.
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: April
27, 2009
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