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California Resources Corporation Announces All-Stock Combination with Berry Corporation

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California Resources Corporation (NYSE: CRC) and Berry Corporation (NASDAQ: BRY) have announced a definitive agreement to combine in an all-stock transaction valued at approximately $717 million, including Berry's net debt. Under the agreement, CRC shareholders will own approximately 94% of the combined company, with Berry shareholders receiving 0.0718 shares of CRC stock for each BRY share, representing a 15% premium.

The combined entity will create a stronger California energy leader with Q2 2025 production of 161 thousand barrels of oil equivalent per day (81% oil) and 652 million barrels of oil equivalent proved reserves (87% proved developed). The transaction is expected to achieve annual synergies of $80-90 million within 12 months post-closing and will be accretive to key financial metrics with projected second half 2025 per share accretion exceeding 10% before synergies.

The transaction is expected to close in Q1 2026, subject to regulatory approvals and Berry shareholder approval.

California Resources Corporation (NYSE: CRC) e Berry Corporation (NASDAQ: BRY) hanno annunciato un accordo definitivo per la fusione in una transazione interamente azionaria valutata a circa 717 milioni di dollari, inclusa la net debt di Berry. Secondo l’accordo, gli azionisti di CRC possiederanno circa il 94% della società combinata, mentre gli azionisti di Berry riceveranno 0,0718 azioni CRC per ogni azione BRY, con un premio del 15%.

La nuova entità creerà un leader energetico della California più solido con una produzione nel Q2 2025 di 161 mila barili equivalenti di petrolio al giorno (81% petrolio) e 652 milioni di barili equivalenti di petrolio provati (87% sviluppate provate). Si prevede che la transazione realizzi sinergie annue tra $80-90 milioni entro 12 mesi dalla chiusura e sarà accretiva per i principali parametri finanziari con un’accresciuta utili per azione nel secondo semestre del 2025 superiore al 10% prima delle sinergie.

La transazione dovrebbe chiudere nel Q1 2026, soggetta ad approvazioni normative e all’approvazione degli azionisti di Berry.

California Resources Corporation (NYSE: CRC) y Berry Corporation (NASDAQ: BRY) han anunciado un acuerdo definitivo para fusionarse en una transacción 100% en acciones valorada en aproximadamente 717 millones de dólares, incluida la deuda neta de Berry. Según el acuerdo, los accionistas de CRC poseerán aproximadamente el 94% de la empresa combinada, y los accionistas de Berry recibirán 0,0718 acciones de CRC por cada acción de BRY, con una prima del 15%.

La entidad resultante consolidará a California como líder energético con una producción en Q2 2025 de 161 mil barriles de petróleo equivalentes por día (81% petróleo) y 652 millones de barriles equivalentes de reservas probadas (87% probadas desarrolladas). Se espera que la operación genere sinergias anuales de $80-90 millones dentro de los 12 meses siguientes al cierre y será dilutiva/acretiva a métricas financieras clave con un crecimiento esperado de los ingresos por acción en la segunda mitad de 2025 superior al 10% antes de sinergias.

Se espera que la operación cierre en el Q1 2026, sujeto a aprobaciones regulatorias y a la aprobación de los accionistas de Berry.

California Resources Corporation (NYSE: CRC)Berry Corporation (NASDAQ: BRY)약 7억 1700만 달러 규모의 순부채를 포함한 상장주식 방식의 합병에 대해 확정 계약을 발표했습니다. 계약에 따라 CRC 주주는 합병된 회사의 약 94%를 소유하게 되며, Berry 주주는 BRY 1주당 0.0718주의 CRC 주식을 받게 되고 이는 15%의 프리미엄에 해당합니다.

합병 법인은 2025년 2분기 생산 161천 배럴/일(석유약 81%)확정 매장량 6.52억 배럴의 원유 등가물을 보유한 더 강한 캘리포니아 에너지 리더를 만들게 됩니다(확정 매장량의 87%가 개발 확정). 거래는 종료 후 12개월 이내에 연간 시너지가 $80-90백만에 이를 것으로 기대되며, 시너지 이전에 2025년 하반기 주당순이익이 10% 이상 증가하는 등 핵심 재무 지표에 대한 증가 효과가 있을 것입니다.

거래는 규제 승인 및 Berry 주주 승인에 따라 2026년 1분기에 마무리될 것으로 예상됩니다.

California Resources Corporation (NYSE: CRC) et Berry Corporation (NASDAQ: BRY) ont annoncé un accord définitif pour une fusion par échange d’actions d’évaluation d’environ 717 millions de dollars, déduction faite de la dette nette de Berry. Selon l’accord, les actionnaires de CRC détiendront environ 94 % de la société combinée, et les actionnaires de Berry recevront 0,0718 actions CRC pour chaque action BRY, soit une prime de 15 %.

La nouvelle entité renforcera la position de leader énergétique en Californie avec une production au 2e trimestre 2025 de 161 milliers de barils équivalents pétrole par jour (81 % pétrole) et 652 millions de barils équivalents pétrole de reserves prouvées (87 % prouvées développées). On prévoit que la transaction générera des synergies annuelles de $80-90 millions dans les 12 mois suivant la clôture et qu’elle sera décuplante pour des indicateurs financiers clés avec une hausse par action attendue au deuxième semestre 2025 supérieure à 10 % avant les synergies.

La transaction devrait être clôturée au 1er trimestre 2026, sous réserve des approbations réglementaires et de l’approbation des actionnaires Berry.

California Resources Corporation (NYSE: CRC) und Berry Corporation (NASDAQ: BRY) haben eine endgültige Vereinbarung zur fusion in einer rein-Aktien-Transaktion im Wert von ca. 717 Mio. USD einschließlich Berry’s Nettoschulden bekannt gegeben. Gemäß der Vereinbarung werden CRC-Aktionäre ca. 94 % des kombinierten Unternehmens besitzen, Berry-Aktionäre erhalten 0,0718 CRC-Aktien pro BRY-Aktie, was einer Prämie von 15 % entspricht.

Das zusammengeschlossene Unternehmen wird zu einer stärkeren kalifornischen Energieführungsposition beitragen mit einer Q2 2025 Produktion von 161 Tausend Barrel Öläquivalent pro Tag (81 % Öl) und 652 Millionen Barrel Öläquivalent bewerteter Reserven (87 % bewiesen entwickelt). Es wird erwartet, dass die Transaktion jährliche Synergien von 80-90 Mio. USD innerhalb von 12 Monaten nach Abschluss realisiert und maßgebliche Finanzkennzahlen stärkt, mit einem erwarteten pro Aktienanteil Anstieg im zweiten Halbjahr 2025 von mehr als 10 % vor Synergien.

Der Abschluss der Transaktion wird voraussichtlich im 1. Quartal 2026 erfolgen, vorbehaltlich behördlicher Genehmigungen und der Zustimmung der Berry-Aktionäre.

California Resources Corporation (NYSE: CRC) و Berry Corporation (NASDAQ: BRY) قد أعلنا اتفاقاً نهائياً للاندماج في صفقة قائمة كلياً على الأسهم بقيمة نحو 717 مليون دولار، بما في ذلك الدين الصافي لـ Berry. وفقاً للاتفاق، سيملك مساهمو CRC نحو 94% من الشركة المدمجة، وسيحصل مساهمو Berry على 0.0718 سهماً من CRC مقابل كل سهم BRY، وهو ما يمثل علاوة قدرها 15%.

الكائن الموحد سيمثل قوة قيادية في كاليفورنيا في قطاع الطاقة مع إنتاج الربع الثاني من 2025 يعادل 161 ألف برميل من زيت مكافئ يومياً (81% زيت)، واحتياطيات مثبتة من 652 مليون برميل مكافئ زيت (87% مثبتة مطورة). من المتوقع أن تحقق الصفقة وفورات سنوية قدرها 80-90 مليون دولار خلال 12 شهراً من الإغلاق وأن تكون مُضافة إلى المقاييس المالية الرئيسية مع توقع وجود زيادة في ربحية السهم في النصف الثاني من 2025 تفوق 10% قبل تحقيق الفوائد من التآزر.

من المتوقع أن تتم الإغلاق في الربع الأول من 2026، رهناً بالموافقات التنظيمية وموافقة مساهمي Berry.

California Resources Corporation(NYSE: CRC)Berry Corporation(NASDAQ: BRY) 已宣布达成最终协议,将以完全以股票交易的方式合并,交易价值约为7.17亿美元,包含 Berry 的净债务。根据协议,CRC 股东将拥有合并后公司约 94% 的股权,Berry 股东将按每股 BRY 换取 0.0718 股 CRC 的比例换股,溢价约为 15%。

合并后的实体将成为加州能源领域的更强领导者,预计 2025 年第 2 季度产量为每日 16.1 万桶油当量(其中 81% 为油),以及 宝贵供给储量 6.52 亿桶油当量的探明储量(87% 为已开发证明储量)。交易预计在关闭后 12 个月内实现年度协同效应 8000 万至 9000 万美元,并且在关键财务指标上将具备增厚效应,2025 年下半年的每股收益增厚预计超过 10%(协同效应前)。

交易预计将在 2026 年第一季度 完成,需获得监管批准及 Berry 股东批准。

Positive
  • Expected annual synergies of $80-90 million (12% of transaction value)
  • Over 10% accretion to cash flow and free cash flow per share in H2 2025
  • Combined Q2 2025 production of 161 Mboe/d with 81% oil content
  • Strong balance sheet with pro forma leverage ratio below 1.0x
  • 70% of H2 2025 pro forma oil production hedged at $68/Bbl Brent floor price
  • Acquisition of C&J Well Services enhances operational capabilities
  • Additional development potential from Berry's Uinta Basin position (~100,000 net acres)
Negative
  • Integration risks associated with combining operations
  • Transaction requires Berry shareholder approval
  • Regulatory approval uncertainty in California market
  • Need to refinance Berry's outstanding debt

Insights

CRC's all-stock acquisition of Berry creates a stronger California energy leader with significant synergies and immediate financial accretion.

California Resources Corporation's $717 million all-stock acquisition of Berry Corporation represents a strategic consolidation in California's energy landscape. The transaction values Berry at a 15% premium based on September 12 closing prices and is expected to create a stronger, more efficient energy leader in the state.

This deal is structured for immediate accretion across key financial metrics. The combined entity will produce approximately 161 MBoe/d (81% oil) and hold 652 MMBoe of proved reserves (87% proved developed). The acquisition is priced at just 2.9x EV/2025E adjusted EBITDAX, reflecting a value-oriented approach to consolidation.

What's particularly compelling is the $80-90 million in annual synergies identified, representing approximately 12% of the transaction value. These synergies come from corporate consolidation, debt refinancing opportunities, operational improvements, and supply chain efficiencies. About half of these synergies are expected within six months of closing, with the remainder following within a year.

The transaction maintains CRC's strong balance sheet with pro forma leverage ratio below 1.0x, providing financial flexibility. The company will also gain Berry's C&J Well Services subsidiary, enhancing operational capabilities and mitigating future cost inflation.

Beyond California, CRC gains strategic optionality through Berry's 100,000 net acre position in Utah's Uinta Basin. This provides additional development upside, with recent horizontal wells showing promising results of 3.8 MBoe/d gross production (93% oil).

The deal structure gives existing CRC shareholders approximately 94% ownership of the combined company, with Berry shareholders receiving 0.0718 shares of CRC common stock for each Berry share. The transaction is expected to close in Q1 2026, pending regulatory approvals and Berry shareholder consent.

This acquisition represents ongoing consolidation in the U.S. energy sector, as companies seek scale, operational efficiencies, and stronger balance sheets in a challenging regulatory environment, particularly in California.

Highly Accretive Transaction Across Key Financial Metrics Enhances CRC’s Portfolio

Combination to Create a Stronger, More Efficient Leader in California Energy

LONG BEACH, Calif. and DALLAS, Sept. 15, 2025 (GLOBE NEWSWIRE) -- California Resources Corporation (NYSE: CRC) (“CRC”) and Berry Corporation (NASDAQ: BRY) (“Berry”) jointly announced today their entry into a definitive agreement to combine in an all-stock transaction valuing Berry at approximately $717 million, inclusive of Berry’s net debt1. Under the terms of the merger agreement, existing CRC shareholders are expected to own approximately 94% of the combined company upon closing. Supplemental slides have been posted to CRC’s website at crc.com and Berry’s website at bry.com. CRC and Berry are hosting a conference call and webcast at 9 a.m. ET (6 a.m. PT) on Monday, September 15, 2025. Conference call details can be found within this release.

“The combination of CRC and Berry will create a stronger, more efficient California energy leader. This transaction is attractively valued and immediately accretive across key financial metrics, strengthening our ability to deliver sustainable value to shareholders,” said CRC President and CEO Francisco Leon. “By realizing substantial corporate and operating synergies, we expect to significantly lower costs and generate higher free cash flow. Equally important, the combined company will maintain a strong balance sheet with low leverage, a robust hedge book and liquidity—providing the flexibility to pursue new development opportunities amid an improving permitting backdrop in Kern County. We are now well positioned to unlock our deep asset inventory and drive long-term cash flow per share growth.”

“This announcement presents a compelling value proposition for our shareholders,” said Renée Hornbaker, Berry’s Board Chair. “The industrial logic of this merger will allow Berry shareholders to benefit from the creation of a larger and more sustainable business, with an improved capital structure and significant operational synergies. Additionally, the strong tailwinds we are seeing on the regulatory front makes this the right time to consummate this merger. The combined company will ensure our communities have access to safe, reliable and affordable energy through responsible in-state production, all while delivering significant long-term value for shareholders.”

Highlights

  • Compelling fit with CRC’s low decline, conventional assets in California: The transaction will add high quality, oil-weighted, mostly conventional proved developed reserves and sustainable cash flow to CRC. On a pro forma2 basis, the combined company would have produced approximately 161 thousand barrels of oil equivalent per day (Mboe/d) (81% oil) in the second quarter of 2025 and would have held approximately 652 million barrels of oil equivalent (MMboe) proved reserves3 (87% proved developed) as of year-end 2024. As a result of this combination, CRC will also own C&J Well Services, a California-focused oilfield services subsidiary of Berry. This business will enhance CRC’s ability to maintain active wells, strengthen its well abandonment capabilities, help support safe and responsible operations, mitigate future cost inflation and ensure long-term operational efficiency.
  • Accretive to key financial metrics: The combination is expected to be accretive to net cash provided by operating activities and free cash flow. It is priced at approximately 2.9x enterprise value / 2025E adjusted EBITDAX1,4 with projected second half 2025 per share accretion to both net cash provided by operating activities4,5 and free cash flow4,5 of more than 10% before estimated synergies.
  • Significant synergies identified, with upside potential: Within 12 months post closing, CRC expects to achieve annual synergies of $80 – 90 million, or approximately 12% of the transaction value1. Approximately 50% of the run-rate synergies are expected to be implemented within six months of closing and the remaining 50% of synergies are anticipated within 12 months. Synergies are expected to primarily come through corporate synergies, lower interest costs through debt refinancing, operating improvements and supply chain efficiencies.
  • Maintains financial strength and flexibility: Post closing, CRC will retain its strong balance sheet with estimated pro forma LTM leverage ratio4 of less than 1.0x and approximately 70% of its expected second half 2025 pro forma oil production hedged at $68/Bbl Brent floor price6.
  • Uinta Basin - strategic optionality and development upside: Berry’s large, contiguous Uinta Basin position (~100,000 net acres with significant identified inventory), provides additional operational and financial optionality. Second quarter 2025 production was 4.2 MBoe/d (~65% oil/liquids, 79% NRI) with a PV-103,4 of total proved reserves of approximately $110 million as of year-end 2024. Berry recently brought online four horizontal wells which together are producing approximately 3.8 MBoe/d gross (~93% oil)7 with peak production expected in late September to early October.

Transaction Details

Berry shareholders will receive a fixed exchange ratio of 0.0718 shares of CRC common stock for each share of BRY common stock owned, representing a premium of 15% based on the closing prices of the stocks on Friday, September 12, 2025. Based on the closing stock prices for CRC and Berry on September 12, 2025, the exchange ratio implies an enterprise value for the combined entity of more than $6 billion1. CRC plans to refinance Berry’s outstanding debt with cash on hand and borrowings under its Credit Agreement and may also pursue a new debt issuance, subject to market conditions, to further optimize its balance sheet and support long-term capital allocation priorities. CRC’s strong balance sheet and liquidity position provides flexibility regarding refinancing options and timing.

The transaction, which is expected to close in the first quarter of 2026, has been unanimously approved by the board of directors of both companies. Closing is subject to customary closing conditions, including receipt of required regulatory approvals and receipt of Berry shareholder approval. CRC’s executive management team will lead the combined company from its headquarters in Long Beach, California. Following the close of the transaction, CRC will provide additional financial and operating guidance for the combined company.

Advisors

RBC Capital Markets and Petrie Partners are serving as financial advisors and Sullivan & Cromwell LLP is serving as a legal advisor to CRC. Guggenheim Securities, LLC is serving as financial advisor and Vinson & Elkins LLP is serving as legal advisor to Berry.

Conference Call Details

A conference call and webcast is planned for 9 a.m. ET (6 a.m. PT) on Monday, September 15, 2025. To participate in the call, dial (877) 328-5505 (International calls dial +1 (412) 317-5421) or access via webcast at www.crc.com. Participants may also pre-register for the conference call at https://dpregister.com/sreg/10202940/ffe8c57248. A digital replay of the conference call will be available for approximately 90 days.

1 Berry’s transaction value was calculated as $717 million assuming 5.8 million of shares of CRC common stock are issued as consideration in the combination based on a per CRC share price of $53.01 as of September 12, 2025, plus $408 million of assumed net debt as of June 30, 2025. Based on internal management expectations and consensus estimates from FactSet as of September 12, 2025.
2 Pro forma 2Q25 production is based on 2Q25 actual production for CRC and Berry from public filings. Unless otherwise noted, pro forma 2025 estimates are based on management estimates and/or FactSet consensus estimates as of September 12, 2025, and exclude estimated annualized synergies. All future quarterly dividends and share repurchases are subject to changes in commodity prices, restrictions under credit agreement covenants and the approval of CRC's Board (in the case of CRC) and Berry’s Board (in the case of Berry). Pro forma 2025 estimates are forward-looking statements and actual results could differ materially.
3 Reserves determined as of December 31, 2024 and use 2024 SEC Prices of $80.42 per barrel for oil and $2.13 per MMBtu for natural gas.
4 Represents a non-GAAP measure. For all historical non-GAAP financial measures please see the Earning Releases or Investor Relations pages at www.crc.com and www.bry.com for a reconciliation to the nearest GAAP equivalent and other additional information. CRC and Berry are unable to provide a reconciliation of non-GAAP financial measures contained in this release that are presented on a forward-looking basis for the described transaction because CRC and Berry are unable, without unreasonable efforts, to estimate and quantify the most directly comparable GAAP components, largely because predicting future operating results is subject to many factors outside of CRC's and Berry’s control and not readily predictable and that are not part of CRC's and Berry’s routine operating activities, including various economic, regulatory, political and legal factors.
5 Based on internal management expectations and consensus estimates from FactSet as of September 12, 2025. Net cash provided by operating activities and free cash flow are both before net changes in operating assets and liabilities and exclude targeted synergies, transaction costs, debt issuance costs and other expenses related to the transaction. Assumes 85.3 million fully-diluted shares outstanding for CRC standalone and 91.1 million fully-diluted shares outstanding for pro forma. Fully-diluted shares has been calculated as if all outstanding equity awards were accelerated upon a change in control and settled in shares.
6 Based on internal management expectations and consensus estimates from FactSet as of September 12, 2025.
7 Represents the 7-day average gross production for the period from September 7, 2025 to September 14, 2025.

About California Resources Corporation

California Resources Corporation (NYSE: CRC) is an independent energy and carbon management company committed to energy transition. CRC is committed to environmental stewardship while safely providing local, responsibly sourced energy. CRC is also focused on maximizing the value of its land, mineral ownership, and energy expertise for decarbonization by developing carbon capture and storage (CCS) and other emissions reducing projects. For more information about CRC, please visit www.crc.com.

About Berry Corporation

Berry is a publicly traded (NASDAQ: BRY) western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. Berry operates in two business segments: (i) exploration and production (“E&P”) and (ii) well servicing and abandonment services. Its E&P assets are located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Its California assets are in the San Joaquin Basin (100% oil), and its Utah assets are in the Uinta Basin (65% oil). Berry provides well servicing and abandonment services to third party operators in California and its California E&P operations through C&J Well Services (CJWS). More information can be found at the Berry’s website at www.bry.com.

Additional Information and Where to Find It

In connection with the transaction, CRC will file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “registration statement”), which will include a proxy statement of Berry that also constitutes a prospectus of CRC, and any other documents in connection with the transaction. The definitive proxy statement/prospectus will be sent to the holders of common stock of Berry. Investors and stockholders of CRC and Berry are urged to read the proxy statement/prospectus and any other documents filed or to be filed with the SEC in connection with the transaction when they become available, as they will contain important information about CRC, Berry, the transaction and related matters. The registration statement and proxy statement/prospectus and other documents filed by CRC or Berry with the SEC, when filed, will be available free of charge at the SEC’s website at https://www.sec.gov. Alternatively, investors and stockholders may obtain free copies of documents that are filed or will be filed with the SEC by CRC, including the registration statement and the proxy statement/prospectus, on CRC’s website at https://www.crc.com/investor-relations, and may obtain free copies of documents that are filed or will be filed with the SEC by Berry, including the proxy statement/prospectus, on Berry’s website at https://ir.bry.com/reports-resources. The information included on, or accessible through, CRC’s or Berry’s website is not incorporated by reference into this communication.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in Solicitation

CRC and certain of its directors, executive officers and other employees, and Berry and its directors and certain of Berry’s executive officers and other employees, may be deemed to be participants in the solicitation of proxies from Berry’s stockholders in connection with the transaction. A description of participants’ direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus relating to the transaction when it is filed with the SEC. Information regarding CRC’s directors and executive officers is contained in the “Board of Directors and Corporate Governance,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Director Compensation,” “Stock Ownership Information,” and “Proposals Requiring Your Vote – Proposal 1: Election of Directors” sections of CRC’s definitive proxy statement for CRC’s 2025 Annual Meeting of Stockholders, filed with the SEC on March 19, 2025; under the heading “Directors, Executive Officers and Corporate Governance” in Part III, Item 10 of CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025; in Item 5.07 of CRC’s Current Report on Form 8-K filed with the SEC on May 6, 2025; in CRC’s Current Reports on Form 8-K filed with the SEC on June 23, 2025 and November 25, 2024; and under “Our Team” accessed through the “Our Business” link on CRC’s website at https://www.crc.com/our-business/our-team. Information regarding Berry’s directors and executive officers is contained in the “Proposal No. 1—Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation – Compensation Discussion and Analysis,” “Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” sections of Berry’s definitive proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on April 7, 2025; under the heading “Directors, Executive Officers and Corporate Governance” in Part III, Item 10 of Berry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025; in Item 5.07 of Berry’s Current Report on Form 8-K filed with the SEC on May 22, 2025; in Berry’s Current Reports on Form 8-K filed with the SEC on January 22, 2025 and October 25, 2024; and under “Leadership” accessed through the “About” link on Berry’s website at https://bry.com/about/management/. Additional information regarding ownership of Berry’s securities by its directors and executive officers and of CRC’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3, 4 or 5, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001705873 and https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001609253, respectively. These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above under the heading “Additional Information and Where to Find It.”

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication, including financial estimates and statements as to the effects of the transaction, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other securities laws. All statements other than historical facts are forward-looking statements, and include statements regarding the benefits of the transaction, future financial position and operating results of CRC and Berry, business strategy, projected revenues, earnings, costs, capital expenditures and plans, objectives and intentions of management for the future. Words such as “expect,” “could,” “may,” “anticipate,” “intend,” “plan,” “ability,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “guidance,” “outlook,” “opportunity” or “strategy” or similar expressions are generally intended to identify forward-looking statements. Such forward-looking statements are based upon the current beliefs and expectations of the management of CRC and Berry and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, projected in, or implied by, such statements. The expectations and forecasts reflected in these forward-looking statements are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond CRC’s and Berry’s control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause CRC’s and/or Berry’s actual results to be materially different from those described in the forward-looking statements include:

(i)transaction costs,
(ii)unknown liabilities,
(iii)the risk that any announcements relating to the transaction could have adverse effects on the market price of CRC’s common stock or Berry’s common stock,
(iv)the ability to successfully integrate the businesses,
(v)the ability to achieve projected synergies or it may take longer than expected to achieve those synergies,
(vi)risks related to financial community and rating agency perceptions of CRC and Berry or their respective businesses, operations, financial condition and the industry in which they operate,
(vii)risks related to the potential impact of general economic, political and market factors on CRC or Berry or the transaction,
(viii)those expressed in CRC’s other forward-looking statements including those factors discussed in Part I, Item 1A – Risk Factors in CRC’s Annual Report on Form 10-K and its other SEC filings available at www.crc.com,
(ix)those expressed in Berry’s other forward-looking statements including those factors discussed in Part I, Item 1A – Risk Factors in Berry’s Annual Report on Form 10-K and its other SEC filings available at https://ir.bry.com/,
(x)the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction,
(xi)the risk that stockholders of Berry may not approve the transaction,
(xii)the risk that any of the other closing conditions to the transaction may not be satisfied in a timely manner, including the risk that all necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated,
(xiii)risks related to disruption of management time from ongoing business operations due to the transaction, and
(xiv)effects of the announcement, pendency or completion of the transaction on the ability of CRC and Berry to retain customers and retain and hire key personnel and maintain relationships with their respective suppliers and customers.
  

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CRC’s registration statement on Form S-4 that will contain a proxy statement/prospectus discussed above, when it becomes available, and other documents filed by CRC or Berry from time to time with the SEC.

You are cautioned not to place undue reliance on forward-looking statements contained in this communication, which speak only as of the date hereof, and each of CRC and Berry is under no obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise. This communication may also contain information from third-party sources. This data may involve a number of assumptions and limitations, and neither CRC nor Berry has independently verified them and do not warrant the accuracy or completeness of such third-party information.

Contacts:

Joanna Park
(CRC Investor Relations)
818-661-3731
Joanna.Park@crc.com
Daniel Juck
(CRC Investor Relations)
818-661-6045
Daniel.Juck@crc.com
Hailey Bonus
(CRC Media)
714-874-7732
Hailey.Bonus@crc.com
Christopher Denison
(BRY Investor Relations)
661-616-3811
CDenison@bry.com
    

This press release was published by a CLEAR® Verified individual.


FAQ

What is the value of the CRC-Berry merger deal?

The all-stock transaction values Berry at approximately $717 million, including Berry's net debt, with CRC shareholders owning about 94% of the combined company.

What is the exchange ratio for Berry shareholders in the CRC merger?

Berry shareholders will receive 0.0718 shares of CRC common stock for each BRY share, representing a 15% premium based on September 12, 2025 closing prices.

How much synergy does CRC expect from the Berry acquisition?

CRC expects to achieve annual synergies of $80-90 million within 12 months post closing, with 50% implemented within six months and the remainder within 12 months.

What will be the combined production of CRC and Berry?

The combined company's Q2 2025 production would be 161 thousand barrels of oil equivalent per day (81% oil) with 652 million barrels of oil equivalent proved reserves.

When is the CRC-Berry merger expected to close?

The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, regulatory approvals, and Berry shareholder approval.

How will the merger affect CRC's financial metrics?

The combination is expected to be more than 10% accretive to both net cash provided by operating activities and free cash flow in second half 2025, before estimated synergies.
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