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):  May 21, 2009

 

BERRY PETROLEUM COMPANY

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  (303) 999-4400

 

 

(Former name or former address, if changed since last report)

 

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))

 

 

 

ITEM 1.01             ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

On May 21, 2009, Berry Petroleum Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC, RBS Securities Inc., BNP Paribas Securities Corp., SG Americas Securities, LLC and Calyon Securities (USA) Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with an underwritten public offering of $325 million aggregate principal amount of the Company’s 10¼% senior notes due 2014 (the “Notes”).  Pursuant to the Underwriting Agreement, the Company agreed, among other things, (i) that it would not offer or sell debt securities with a term of more than one year (other than the Notes) for a period of 90 days after May 21, 2009 without the prior consent of Wachovia Capital Markets, LLC and (ii) to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments that the Underwriters may be required to make in respect of those liabilities.  The Underwriting Agreement contains other terms and conditions that are generally customary for transactions of this nature.

 

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference.  The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.

 

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ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

EXHIBIT NUMBER		DESCRIPTION
1.1	—	Underwriting Agreement, dated May 21, 2009, by and among Berry Petroleum Company and Wachovia Capital Markets, LLC, RBS Securities Inc., BNP Paribas Securities Corp., SG Americas Securities, LLC and Calyon Securities (USA) Inc., as representatives of the underwriters named therein.
5.1	—	Opinion of Musick, Peeler & Garrett LLP.
23.1	—	Consent of Musick, Peeler & Garrett LLP (included in Exhibit 5.1).

 

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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 PETROLEUM COMPANY
	By:	/s/ Kenneth A. Olson
		Kenneth A. Olson
		Corporate Secretary
Date: May 27, 2009

 

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INDEX TO EXHIBITS

 

EXHIBIT NUMBER		DESCRIPTION
1.1	—	Underwriting Agreement, dated May 21, 2009, by and among Berry Petroleum Company and Wachovia Capital Markets, LLC, RBS Securities Inc., BNP Paribas Securities Corp., SG Americas Securities, LLC and Calyon Securities (USA) Inc., as representatives of the underwriters named therein.
5.1	—	Opinion of Musick, Peeler & Garrett LLP.
23.1	—	Consent of Musick, Peeler & Garrett LLP (included in Exhibit 5.1).

 

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