Charles Meade

Nate Pendleton

Emma Schwartz

Jay Spencer

Michael Schwartz

Nathaniel Pendleton

- Berry Corporation (BRY) entered into an Agreement and Plan of Merger with California Resources Corporation on **September 14, 2025**.  **[1705873_0001193125-25-204224_d948198d8k.htm:1]** 
- At the effective time of the merger, each share of Berry Corporation common stock will be converted into **0.0718 shares of California Resources Corporation common stock**, with cash paid in lieu of fractional shares.  **[1705873_0001193125-25-204224_d948198d8k.htm:1]** 
- The Company's Board of Directors has **unanimously approved** the merger, determining it to be advisable, fair, and in the best interests of the Company and its stockholders, and recommends its adoption.  **[1705873_0001193125-25-204224_d948198d8k.htm:3]** **[1705873_0001193125-25-204224_d948198dex21.htm:3]** 
- The completion of the merger is subject to customary closing conditions, including **required approval from Berry Corporation's stockholders**, authorization for listing of California Resources Corporation shares on the New York Stock Exchange, expiration or termination of the waiting period under the **Hart-Scott-Rodino Antitrust Improvements Act**, and the effectiveness of a **Form S-4 registration statement**.  **[1705873_0001193125-25-204224_d948198d8k.htm:3]** 
- Guggenheim Securities, LLC, acting as Berry Corporation's financial advisor, provided an opinion that the exchange ratio is **fair from a financial point of view** to the holders of Berry Corporation common stock.  **[1705873_0001193125-25-204224_d948198dex21.htm:22]**

Berry Corporation Enters into Merger Agreement with California Resources Corporation

- California Resources Corporation (CRC) announced an **all-stock combination with Berry Corporation**, enhancing scale and creating significant operating and cost synergies.  **[1705873_2144362_0]** **[1705873_2144362_1]** 
- The transaction is valued at approximately **2.9 times 2025 consensus EBITDAX** and **$30,000 per flowing barrel**, and is expected to deliver **accretion of more than 10% to second half 2025 operating cash flow and free cash flow** before synergies.  **[1705873_2144362_1]** 
- The combined company targets annual synergies of **$80 million to $90 million within twelve months**, representing approximately **12% of the transaction value**, primarily from corporate, lower interest costs, operating improvements, and supply chain efficiencies.  **[1705873_2144362_1]** 
- Upon closing, CRC shareholders will own **94% of the combined company**, and the pro forma last twelve months leverage ratio is expected to be about **0.8 times**, making it essentially credit neutral.  **[1705873_2144362_1]** 
- Closing is currently expected during **2026**, subject to customary conditions including regulatory clearance and Berry shareholder approval.  **[1705873_2144362_1]**

California Resources Corporation Announces All-Stock Combination with Berry Corporation

- **California Resources (CRC)** is undertaking a **bolt-on combination** with **Berry Corporation (BRY)**.  **[1705873_2144194:0]** 
- The transaction is valued at **$717 million** and is expected to close in **Q1 2026**.  **[1705873_2144194:11]** **[1705873_2144194:15]** 
- CRC is projected to own approximately **94%** of the pro forma company.  **[1705873_2144194:11]** **[1705873_2144194:15]** 
- The combination is anticipated to generate **$80 - $90 million** in targeted annual synergies and is expected to be immediately accretive, driving **>10% pro forma OCF & FCF per share**.  **[1705873_2144194:11]** 
- The pro forma company is expected to maintain a strong balance sheet with a Last Twelve Months (LTM) leverage ratio of **0.8x** as of 2Q25.  **[1705873_2144194:11]** **[1705873_2144194:13]**

California Resources Announces Combination with Berry Corporation

- **California Resources Corporation (CRC) and Berry Corporation (BRY) announced an all-stock combination**, valuing Berry at approximately **$717 million**, inclusive of Berry’s net debt.  **[1705873_0001193125-25-202840_d99492dex991.htm:0]** 
- Berry shareholders will receive a fixed exchange ratio of **0.0718 shares of CRC common stock for each BRY common stock owned**, representing a **15% premium** based on closing prices on September 12, 2025.  **[1705873_0001193125-25-202840_d99492dex991.htm:1]** 
- The combination is expected to be **accretive to net cash provided by operating activities and free cash flow**, with projected second half 2025 per share accretion of **more than 10%** before estimated synergies.  **[1705873_0001193125-25-202840_d99492dex991.htm:0]** 
- CRC anticipates achieving annual synergies of **$80 – 90 million** within 12 months post-closing, and the transaction is expected to close in the **first quarter of 2026**.  **[1705873_0001193125-25-202840_d99492dex991.htm:1]**

Berry Corp (bry) (BRY)