0001705873FALSE00017058732024-11-152024-11-15

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): November 15, 2024
 
Berry Corporation (bry)
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3860681-5410470
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

16000 N. Dallas Parkway, Suite 500
Dallas, Texas 75248
(Address of Principal Executive Offices)
(661) 616-3900
(Registrant’s Telephone Number, Including Area Code) 
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.001 per share
Trading Symbol
BRY
Name of each exchange on which registered
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01Other Events.
On November 15, 2024 (the “Redetermination Date”), the scheduled semi-annual redetermination of the borrowing base occurred under the Credit Agreement, dated as of August 26, 2021 (as amended, supplemented or otherwise modified, the “Revolving Credit Agreement”), by and among Berry Corporation (bry) (the “Company”) as a guarantor, Berry Petroleum Company, LLC, our wholly-owned subsidiary, as borrower (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. In connection with such redetermination, the Borrower’s borrowing base and aggregate elected committed amount under the Revolving Credit Agreement are each $95 million (previously $125 million), effective as of the Redetermination Date. The Borrower expects to repay in full and terminate the Revolving Credit Agreement in conjunction with the funding of that certain Senior Secured Term Loan Credit Agreement, dated as of November 6, 2024 (as amended, supplemented or otherwise modified, the “Term Loan Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, Breakwall Credit Management LLC, as administrative agent, and the lenders party thereto. Such redetermination of the Borrower’s borrowing base under the Revolving Credit Agreement corresponds to the delayed draw term loan facility in an aggregate principal amount of up to $95 million under the Term Loan Credit Agreement. The Company is also actively evaluating whether to enter into a new reserve-based credit facility and terminate some or all of the commitments under the delayed draw term loan facility under the Term Loan Credit Agreement.

Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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 hereunto duly authorized.


 Berry Corporation (bry)
  
Dated: November 20, 2024
By:
/s/ Michael S. Helm
 Michael S. Helm
 Vice President, Chief Financial Officer and
Chief Accounting Officer




v3.24.3
Cover
Nov. 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 15, 2024
Entity Registrant Name Berry Corporation (bry)
Entity Incorporation, State or Country Code DE
Entity File Number 001-38606
Entity Tax Identification Number 81-5410470
Entity Address, Address Line One 16000 N. Dallas Parkway
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75248
City Area Code 661
Local Phone Number 616-3900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol BRY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001705873
Amendment Flag false
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