BRY.Berry CORP (bry)
8-K: Berry Corp Completes Merger, Delists from Nasdaq
Sentiment:
Merger Completion
Berry Corporation (bry) has finalized its merger with California Resources Corporation, becoming a wholly-owned subsidiary and delisting its common stock from Nasdaq.
Summary
- Berry Corporation (bry) completed its merger with Dornoch Merger Sub, LLC, a direct, wholly-owned subsidiary of California Resources Corporation, on December 18, 2025.
- Berry Corporation now operates as a direct, wholly-owned subsidiary of California Resources Corporation.
- Each outstanding share of Berry Common Stock (BRY) was converted into 0.0718 shares of California Resources Corporation Common Stock, along with cash in lieu of fractional shares.
- Outstanding Company restricted stock units (RSUs) and performance-based restricted stock units (PSUs) were either cashed out or converted into Parent RSUs based on the Exchange Ratio and original terms.
- All outstanding lender commitments under the Senior Secured Revolving Credit Agreement and Senior Secured Term Loan Credit Agreement were terminated, and all obligations were paid off in full on December 18, 2025.
- Berry Common Stock ceased trading and was delisted from the Nasdaq Global Select Market prior to the market opening on December 18, 2025.
- The Company intends to file Form 15 with the SEC to suspend its reporting obligations and terminate the registration of its common stock.
Sentiment
Score: 6
Explanation: The filing reports the successful completion of a previously announced merger, which provides certainty for the transaction. While it marks the end of Berry Corporation's independent public trading, the execution of the deal and resolution of debt obligations are positive aspects of the completion.
Positives
- The successful completion of the merger provides certainty for shareholders of Berry Corporation, who will receive consideration in the form of California Resources Corporation stock and cash.
- The termination and full payoff of all outstanding obligations under Berry Corporation's credit agreements eliminate previous debt burdens for the acquired entity.
Negatives
- Berry Corporation's common stock has been delisted from Nasdaq, ending its independent public trading status.
- Existing shareholders of Berry Corporation cease to have any rights as shareholders of the Company, other than the right to receive the merger consideration.
Future Outlook
The Company intends to file a Form 15 with the SEC to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act and terminate the registration of Company Common Stock under Section 12(g) of the Exchange Act.
Industry Context
NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Fernando Araujo | 2025-12-18 | Resigned effective as of the Effective Time of the Merger. | |
| Director | Matthew Bob | 2025-12-18 | Resigned effective as of the Effective Time of the Merger. | |
| Director | Rene Hornbaker | 2025-12-18 | Resigned effective as of the Effective Time of the Merger. | |
| Director | Anne Mariucci | 2025-12-18 | Resigned effective as of the Effective Time of the Merger. | |
| Director | Rajath Shourie | 2025-12-18 | Resigned effective as of the Effective Time of the Merger. | |
| Director | James Trimble | 2025-12-18 | Resigned effective as of the Effective Time of the Merger. | |
| Officer | Fernando Araujo | 2025-12-18 | Ceased service as an officer effective as of the Effective Time of the Merger. | |
| Officer | Danielle Hunter | 2025-12-18 | Ceased service as an officer effective as of the Effective Time of the Merger. | |
| Officer | Jeffrey Magids | 2025-12-18 | Ceased service as an officer effective as of the Effective Time of the Merger. | |
| Officer | Jenarae Garland | 2025-12-18 | Ceased service as an officer effective as of the Effective Time of the Merger. | |
| Officer | Michael Helm | 2025-12-18 | Ceased service as an officer effective as of the Effective Time of the Merger. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Certificate of Incorporation | The Certificate of Incorporation of Berry Corporation was amended and restated. Key changes include authorizing 1,000 shares of common stock (par value $0.01), granting exclusive voting rights to common stock, allowing director removal with or without cause by majority stockholder vote, empowering the Board to amend bylaws, limiting director liability, and providing indemnification for directors and officers. | 2025-12-18 | These changes reflect the Company's new status as a wholly-owned subsidiary, streamlining governance for a private entity under its parent company. The reduction in authorized shares and simplified voting structure are typical for such transitions. |
| Amendment to Bylaws | The Bylaws of Berry Corporation were amended and restated. These new bylaws detail corporate offices, stockholder and board meeting procedures (including voting, quorum, and notice), director election and removal, committee formation, officer roles and duties (President, Treasurer, Secretary, etc.), and miscellaneous provisions regarding stock certificates, transfers, dividends, and fiscal year. They also outline the process for future bylaw amendments. | 2025-12-18 | The updated bylaws align the Company's internal governance with its new structure as a wholly-owned subsidiary, ensuring operational efficiency and compliance under the parent company's oversight. |
Stakeholder Impact
- Shareholders of Berry Corporation (bry) will receive shares of California Resources Corporation Common Stock and cash for fractional shares, converting their investment into the acquiring entity.
- Employees holding Berry Corporation equity awards will have them converted into cash or Parent RSUs, impacting their compensation structure.
- Creditors of Berry Corporation have had all outstanding obligations under the Company's credit agreements paid off in full, resolving their claims.
Next Steps
- Nasdaq will file a notification of removal from listing on Form 25 with the SEC.
- Berry Corporation intends to file a Form 15 with the SEC to suspend reporting obligations and terminate registration of its common stock.
Key Dates
| Date | Description |
|---|---|
| 2024-11-06 | Date of the Senior Secured Term Loan Credit Agreement. |
| 2024-12-24 | Date of the Senior Secured Revolving Credit Agreement. |
| 2025-09-14 | Date Berry Corporation entered into the Agreement and Plan of Merger with California Resources Corporation. |
| 2025-09-16 | Date of Berry Corporation's Current Report on Form 8-K filing related to the Merger Agreement. |
| 2025-11-03 | Effective date of California Resources Corporation's registration statement on Form S-4 for the issuance of Parent Common Stock. |
| 2025-12-18 | Effective time of the Merger, completion of the acquisition, termination of credit agreements, delisting of Berry Common Stock from Nasdaq, and resignations of directors and officers. |
Keywords
Merger, Acquisition, Oil and Gas, Energy, Delisting, Corporate Action, SEC Filing, California Resources Corporation, Berry Corporation
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