Each one in plain English, with the numbers worked through for a shareholder.
9 Jan 2026listing compliance notice● Neutral
This is an amendment to the Form 15 filed January 6, 2026, which asks to end Berry's registration and reporting duties. The amendment only adds check boxes that were left off page 1 and lists one holder of record, consistent with the December 18, 2025 merger into CRC.
The merger with California Resources Corporation (CRC) closed on December 18, 2025, ending the pending deal in the context: Berry is now a wholly owned CRC subsidiary, and each Berry share converted into 0.0718 CRC shares (cash for fractions). Berry's term loan and revolver were terminated and paid off in full, all directors resigned, and Berry shares stopped trading on Nasdaq before the open that day.
Berry sent stockholders its definitive proxy statement for a virtual special meeting on December 15, 2025 (record date October 30, 2025) to vote on the CRC merger, an advisory vote on merger-related executive pay, and a possible adjournment. The board recommends voting for all three. The 0.0718-share exchange was worth about $3.81 per Berry share at the September 12, 2025 CRC close and about $3.39 at November 3, 2025. Abstentions and non-votes count as votes against the merger.
Berry's merger agreement with California Resources Corporation (CRC) gives each Berry share 0.0718 CRC shares, with cash for fractions. Closing needs Berry stockholder approval, antitrust clearance, NYSE listing of the CRC shares and an effective S-4 registration statement, and the agreement can be ended if the deal has not closed by March 14, 2026 (extendable by three months up to two times). The Berry board unanimously recommends the deal. Berry shares would be cancelled in exchange for CRC shares if the deal completes.
On September 14, 2025, Berry agreed to merge with California Resources Corporation (CRC), with Berry surviving as a wholly owned CRC subsidiary. This filing furnishes the joint press release and investor presentation for the announcement and carries no terms itself; the terms are in the companion filing.
On December 24, 2024, Berry refinanced all its debt: it borrowed $450 million under an amended Term Loan Credit Agreement (Breakwall Credit Management as agent) and entered a new Texas Capital Bank-led revolving credit agreement maturing December 24, 2027, with a $95 million borrowing base and $63 million elected commitments. It used the money to redeem the 7.000% Senior Notes due 2026 on December 26, 2024 and to end the C&J Facility and the 2021 JPMorgan-led credit facility, which resolves the open thread about the facility due to mature August 2025.
Berry's Fifth Amendment kept the borrowing base and elected commitments at $200 million each. It also excludes up to $53 million of cash paid to acquire Macpherson Energy Corporation and its subsidiaries from the free cash flow calculation, which allows more distributions to equity holders in the following quarter if other conditions are met.
Berry's Fourth Amendment cut the borrowing base back from $250 million to $200 million (reversing the 2022 increase), kept elected commitments at $200 million, and tightened the maximum leverage ratio by 0.25x to 2.75x from the quarter ending June 30, 2023. The minimum hedging floor price was also changed, with no change to the volumes that must be hedged.
Berry raised its borrowing base from $200 million to $250 million in a Third Amendment dated May 27, 2022, with elected commitments set at $200 million, so $200 million is currently available to borrow. The amendment also moved interest from LIBOR to term SOFR plus 0.10% (floor 0.50%).
Berry and its lenders amended the August 2021 JPMorgan credit agreement (First Amendment), changing the hedging covenants and reaffirming the borrowing base at $200 million.
Berry replaced its 2017 Wells Fargo credit agreement with a new JPMorgan-led revolving facility of up to $500 million, an initial borrowing base of $200 million, maturing August 26, 2025. It carries covenants of debt to EBITDAX of no more than 3.00x and a current ratio of at least 1.0x, and a $20.0 million cap on cash balance when borrowing. The company also announced a $50 million share repurchase program (details are in the press release, not this filing).
At the scheduled redetermination, Berry's lenders kept the borrowing base at $200 million and the elected commitment at $200 million (Amendment No. 6). This holds the reduced level set in June 2020; the filing does not mention the $150 million availability cap or other June terms.
Berry cut its borrowing base from $850 million (set in 2018) to $200 million and cut its elected commitment to $200 million, with actual availability capped at $150 million until the next redetermination expected around November 1, 2020. The amendment also requires weekly loan repayments from cash above $30.0 million, waives certain defaults over late hedging reports, and further limits dividends and share repurchases, so the lenders are tightening terms on the facility that was loosened in 2018 and 2019.
Berry amended its Wells Fargo-led credit agreement (Amendment No. 4) so it can repurchase certain of its debt on the same terms as it can already repurchase its equity. Repurchases of both are allowed if availability is at least 15% of the elected commitments or borrowing base and pro forma leverage is 2.75x or less.
Berry raised the borrowing base on its $1.5 billion bank credit agreement (dated July 31, 2017) to $850 million and kept its elected commitment at $400 million. It can raise the commitment up to the borrowing base with lender consent; the amendment also changed the interest margin and commitment fee schedule, and other terms stay the same.