お知らせ • Dec 19
California Resources Corporation (NYSE:CRC) completed the acquisition of Berry Corporation (NasdaqGS:BRY).
California Resources Corporation (NYSE:CRC) entered into definitive agreement to acquire Berry Corporation (NasdaqGS:BRY) for approximately $320 million on September 14, 2025. Berry shareholders will receive a fixed exchange ratio of 0.0718 shares of CRC common stock for each share of BRY common stock owned. The transaction valuing Berry Corporation at approximately $717 million, assuming 5.8 million of shares of CRC common stock are issued as consideration in the combination, plus $408 million of assumed net debt as of June 30, 2025. Under the terms of the agreement, existing California Resources shareholders are expected to own approximately 94% of the combined company upon closing. The merger will result in Berry becoming a wholly-owned subsidiary of CRC. The transaction is expected to enhance CRC's scale and create significant operating and cost synergies. The agreement includes a termination fee of $12 million, which equals approximately 3.9% of the aggregate equity value implied in the transaction, payable by Berry under certain conditions, with additional provisions for reimbursement of out-of-pocket expenses up to $5 million.
CRC’s executive management team will lead the combined company from its headquarters in Long Beach, California.
The transaction is subject to approval by regulatory board / committee, approval of offer by Berry Corporation shareholders, approval of Federal Trade Commission anti-trust review under the Hart-Scott-Rodino (HSR) Act, the shares of CRC Common Stock issuable to Berry Stockholders pursuant to the Merger Agreement having been authorized for listing on the NYSE, and the registration statement related to the proxy/prospectus have become effective. The deal has been unanimously approved by California Resources and Berry Corporation board. The transaction is expected to complete in March 14, 2026. The transaction is described as accretive, expected to deliver more than 10% accretion to second half 2025 operating cash flow and free cash flow, even before anticipated synergies. It is expected to be credit-neutral with a pro forma last 12 months leverage ratio of about 0.8x. As of November 4, 2025, the transaction is expected to close early as the latter half of December 2025, or in in January 2026, or alternatively push into later in the first quarter of 2026. As of November 10, 2025, the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired. Consummation of the Merger remains subject to other customary conditions, including Berry shareholder approval of the Merger and prior authorization by the U.S. Federal Energy Regulatory Commission. As of December 15, 2025, Berry stockholders approved the transaction with approximately 73% of the total shares outstanding and approximately 98% of the shares voted in support of the combination. The closing of the transaction is expected to occur on December 18, 2025.
RBC Capital Markets, LLC acted as financial advisor for California Resources Corporation. Petrie Partners, LLC acted as financial advisor for California Resources Corporation. Alison Ressler and Bradley King of Sullivan & Cromwell LLP acted as legal advisor for California Resources Corporation. Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider for Berry Corporation. Lande Spottswood and Sang Lee of Vinson & Elkins LLP acted as legal advisor for Berry Corporation. Innisfree M&A Incorporated acted as information agent, The Depository Trust Company acted as depository bank, and Equiniti Trust Company acted as transfer agent to Berry Corporation. Berry will pay Innisfree a fee of $0.04 million, plus fees and expenses for its assistance in the solicitation process. Meanwhile, Berry has agreed to pay Guggenheim Securities a cash transaction fee currently is estimated to be $11 million. Berry has previously paid Guggenheim Securities a cash milestone fee of $2.5 million that became payable upon the rendering of Guggenheim Securities’ opinion.
California Resources Corporation (NYSE:CRC) completed the acquisition of Berry Corporation (NasdaqGS:BRY) on December 18, 2025. Under the terms of the definitive agreement, Berry’s former equity holders received approximately 5.6 million shares of CRC common stock, having an approximate aggregate value of $253 million based on CRC’s closing share price on December 17, 2025.