424B1 1 bry424b1.htm 424B1 Filed pursuant to Rule 424(b)(1)Registration No. 333-228740PROSPECTUS51,819,725 SharesCommon Stock This prospectus relates to the offer and sale of up to 51,819,725 shares of our common stock by the selling stockholders identified in this prospectus, or their permitted transferees.Pursuant to this prospectus, the selling stockholders, or permitted transferees, may offer and sell the shares of common stock from time to time, as they may determine, through public or private transactions or through other means described in “Plan of Distribution” and at the prices and terms that will be determined by the then-prevailing market prices or at privately negotiated prices, directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. For additional information of the methods of sale, you should refer to the section entitled “Plan of Distribution” beginning on page 44. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions, fees and discounts, if any, attributable to the sale of the shares. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this prospectus and any accompanying prospectus supplement carefully before you make your investment decision.Our common stock is listed on the Nasdaq Global Select Market (the “NASDAQ”) under the symbol “BRY.” The closing price of our common stock on February 28, 2019 was $12.73 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, are eligible for reduced reporting requirements. Please see “Prospectus Summary—Emerging Growth Company Status.” Investing in our common stock involves risks. Please see “Risk Factors” beginning on page 5 of this prospectus. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is March 12, 2019Table of ContentsTABLE OF CONTENTSPROSPECTUS SUMMARY1RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8PRO FORMA FINANCIAL DATA9UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS 10NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS11MANAGEMENT13EXECUTIVE COMPENSATION20SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT30CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS33SELLING STOCKHOLDERS37MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS40PLAN OF DISTRIBUTION44LEGAL MATTERS46EXPERTS46WHERE YOU CAN FIND MORE INFORMATION46INFORMATION INCORPORATED BY REFERENCE47 Neither we nor the selling stockholders have authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement or any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholders are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”BASIS OF PRESENTATION On May 11, 2016 our predecessor company filed bankruptcy. Our bankruptcy case was jointly administered with that of Linn Energy, LLC (“Linn Energy”) and its affiliates under the caption In re Linn Energy, LLC, et al., Case No. 16–60040 (the “Chapter 11 Proceeding”). On January 27, 2017, the bankruptcy court approved and confirmed our plan of reorganization in the Chapter 11 Proceeding (the “Plan”). On February 28, 2017 (the “Effective Date”), the Plan became effective and was implemented. A final decree closing the Chapter 11 Proceeding was entered September 28, 2018, with the Court retaining jurisdiction as described in the confirmation order and without prejudice to the req