8-K
filed December 18, 2025, 6:59 PM ET
CIK 0001705873
M&A
confidence high
sentiment neutral
materiality 0.95
Berry Corp (bry): M&A transaction — Berry Corporation acquired by California Resources Corporation, stock delisted from Nasdaq
Berry Corp (bry)
- Each share of BRY common stock converted into 0.0718 shares of CRC common stock.
- Berry became a wholly-owned subsidiary of California Resources Corporation (CRC).
- BRY common stock ceased trading on Nasdaq prior to market open on December 18, 2025.
- All outstanding credit agreements were terminated and obligations paid in full.
- All directors and certain officers resigned effective upon merger completion.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Berry Corp (bry): Certificate of incorporation amended and restated as the surviving corporation upon merger.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Berry Corp (bry): Bylaws amended and restated as the surviving corporation upon merger.
- Change
- bylaw amendment
Exact text from the filing
Additionally, the bylaws of the Company, as the Surviving Corporation, were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Berry Corp (bry) underwent a change of control involving California Resources Corporation (Parent) for 0.0718 shares of Parent Common Stock per share of Company Common Stock, plus cash in lieu of fractional shares (closed 2025-12-18).
- Action
- change of control
- Counterparty
- California Resources Corporation (Parent)
- Consideration
- 0.0718 shares of Parent Common Stock per share of Company Common Stock, plus cash in lieu of fractional shares
- Closing
- 2025-12-18
Exact text from the filing
Subsidiary of Parent, in each case not held on behalf of third parties (such shares, the “Excluded Shares”)) was automatically converted into, and became exchangeable for 0.0718 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) (together with cash in lieu of fractional shares, the “Merger
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Berry Corp (bry) terminated Senior Secured Term Loan Credit Agreement with Breakwall Credit Management LLC valued at All commitments terminated; obligations paid in full (effective 2025-12-18).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Breakwall Credit Management LLC
- Value
- All commitments terminated; obligations paid in full
- Effective
- 2025-12-18
Exact text from the filing
In connection with the consummation of the Merger, on December 18, 2025, the Company terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under (i) that certain Senior Secured Revolving Credit Agreement, dated as of December 24, 2024, among the Company, as borrower, Texas Capital Bank, a Texas state bank, as administrative agent and as letter of credit issuer, the guarantors party thereto, and the lenders party thereto, as amended, restated or otherwise modified from time to time (the “RBL Credit Agreement”), and (ii) that certain Senior Secured Term Loan Credit Agreement, dated as of November 6, 2024, among the Company, as borrower, the guarantors party thereto, Breakwall Credit Management LLC, as administrative agent, and the lenders from time to time party thereto, as amended, amended and restated or otherwise modified from time to time (the “Term Loan Credit Agreement” together with the RBL Credit Agreement, the “Credit Agr
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Berry Corp (bry) terminated Senior Secured Revolving Credit Agreement with Texas Capital Bank valued at All commitments terminated; obligations paid in full (effective 2025-12-18).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Texas Capital Bank
- Value
- All commitments terminated; obligations paid in full
- Effective
- 2025-12-18
Exact text from the filing
In connection with the consummation of the Merger, on December 18, 2025, the Company terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under (i) that certain Senior Secured Revolving Credit Agreement, dated as of December 24, 2024, among the Company, as borrower, Texas Capital Bank, a Texas state bank, as administrative agent and as letter of credit issuer, the guarantors party thereto, and the lenders party thereto, as amended, restated or otherwise modified from time to time (the “RBL Credit Agreement”), and (ii) that certain Senior Secured Term Loan Credit Agreement, dated as of November 6, 2024, among the Company, as borrower, the guarantors party thereto, Breakwall Credit Management LLC, as administrative agent, and the lenders from time to time party thereto, as amended, amended and restated or otherwise modified from time to time (the “Term Loan Credit Agreement” together with the RBL Credit Agreement, the “Credit Agr
View on SEC.gov
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