424B4 1 d479531d424b4.htm 424B4 Table of ContentsFiled pursuant to Rule 424(b)(4)Registration No. 333-226011 13,043,479 Shares Common Stock This is the initial public offering of the common stock of Berry Petroleum Corporation, a Delaware corporation. We are selling 10,497,849 shares of our common stock, and the selling stockholders are selling 2,545,630 shares of our common stock. We will not receive any proceeds from the shares of our common stock sold by the selling stockholders. We will use a portion of our proceeds from this offering to purchase an aggregate of up to 1,802,196 shares of our common stock owned by funds affiliated with Benefit Street Partners and Oaktree Capital Management. After giving effect to this offering and the share repurchase, the number of shares of our common stock outstanding will increase by 8,695,653. The initial public offering price of our common stock is $14.00 per share. Our common stock has been approved for listing on the Nasdaq Global Select Market (the “NASDAQ”) under the symbol “BRY.” We and the selling stockholders have granted the underwriters the option to purchase up to an additional 1,534,895 shares and 421,626 shares of common stock, respectively, on the same terms and conditions set forth above if the underwriters sell more than 13,043,479 shares of common stock in this offering. We will not receive any proceeds from the shares of our common stock sold by the selling stockholders pursuant to the underwriters’ option to purchase additional shares from the selling stockholders. We will use a portion of the proceeds we receive from any sale of additional shares pursuant to the underwriters’ option to purchase up to an additional 230,548 shares of our common stock owned by funds affiliated with Benefit Street Partners. Assuming the underwriters exercise their option in full, the number of shares outstanding after such option exercise and additional share repurchase will increase by 1,304,347. 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 34 of this prospectus. Per Share Total(1) Public Offering Price $14.00 $182,608,706 Underwriting discount(1) $0.84 $10,993,044 Proceeds to Berry Petroleum Corporation (before expenses) $13.16 $138,122,299 Proceeds to the selling stockholders $13.16 $33,493,363 (1)We refer you to “Underwriting (Conflicts of Interest)” beginning on page 200 of this prospectus for additional information regarding underwriting compensation. The underwriters expect to deliver the shares on or about July 30, 2018 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. Goldman Sachs & Co. LLC Wells Fargo Securities BMO Capital Markets Evercore ISI UBS Investment Bank KeyBanc Capital Markets Capital One Securities Johnson Rice & Company L.L.C.Simmons & Company International Energy Specialists of Piper Jaffray Tudor, Pickering, Holt & Co. ABN AMROING BOK Financial Securities, Inc. Citizens Capital Markets The date of this prospectus is July 25, 2018 Table of ContentsTable of ContentsTABLE OF CONTENTS PROSPECTUS SUMMARY 1 RISK FACTORS 34 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 56 USE OF PROCEEDS 58 DIVIDEND POLICY 59 CAPITALIZATION 60 DILUTION 61 SELECTED HISTORICAL FINANCIAL DATA 63 PRO FORMA FINANCIAL DATA 65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 76 BUSINESS 117 MANAGEMENT 162 EXECUTIVE COMPENSATION 167 PRINCIPAL AND SELLING STOCKHOLDERS 176 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 182 DESCRIPTION OF CAPITAL STOCK 185 SHARES ELIGIBLE FOR FUTURE SALE 192 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS 195 UNDERWRITING (CONFLICTS OF INTEREST) 200 LEGAL MATTERS 206 EXPERTS 206 WHERE YOU CAN FIND MORE INFORMATION 206 INDEX TO FINANCIAL STATEMENTS F-1 ANNEX A: RESERVE LETTER A-1 ANNEX B: GLOSSARY OF OIL AND NATURAL GAS TERMS B-1 We, the selling stockholders and the underwriters have not authorized anyone to provide you with information different from that contained in this prospectus 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. We, the selling stockholders and the underwriters 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 t