DALLAS, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Berry Corporation (bry) (NASDAQ: BRY) (“Berry”) today announced that, at its Special Meeting of Stockholders held earlier today, Berry stockholders voted to approve its combination with California Resources Corporation (“CRC”) (NYSE: CRC). As previously announced, under the terms of the merger agreement, Berry stockholders will receive a fixed exchange ratio of 0.0718 shares of CRC common stock for each share of Berry common stock. According to preliminary results, ...

Key Takeaways CRC sees a constructive 2026 setup with policy shifts, Berry merger, and a conservative balance sheet.California's SB 237 and CO2 pipeline approvals boost CRC's rig plans and carbon storage permit visibility.The Berry merger adds 20 Mboe/d, $80-$90M in synergies, and keeps pro forma leverage under 1X.California Resources ((CRC) heads into 2026 with a markedly improved in-state backdrop and a clear integration agenda. Supportive policy reforms, a pending Berry tie-up, and a conservative balance ...

Core Viewpoint - The former Attorney General of Louisiana, Charles C. Foti, Jr., and Kahn Swick & Foti, LLC are investigating the proposed sale of Berry Corporation to California Resources Corporation to assess the adequacy of the price and process involved in the transaction [1]. Summary by Relevant Sections Proposed Transaction Details - Under the terms of the proposed transaction, shareholders of Berry Corporation will receive 0.0718 shares of California Resources Corporation for each share of Berry they own [1]. Investigation Purpose - Kahn Swick & Foti, LLC aims to determine whether the consideration offered to Berry shareholders is adequate or if it undervalues the company [1]. Contact Information - Interested parties can contact Kahn Swick & Foti, LLC for discussions regarding their legal rights related to the proposed sale [2].

Core Viewpoint - Bri-Chem Corp. reported a decrease in sales for Q3 2025 compared to the same period in 2024, primarily due to lower fluid distribution sales and a decline in active land rigs in North America. However, the company showed significant improvements in adjusted EBITDA and operating earnings, indicating better operational efficiency and cost management [1][4][8]. Financial Performance - Consolidated sales for Q3 2025 were $18.2 million, down from $22 million in Q3 2024, reflecting a decrease of $3.8 million or 17% [2][4]. - Adjusted EBITDA increased to $836 thousand in Q3 2025, up 42% from $588 thousand in Q3 2024, with adjusted EBITDA as a percentage of revenue rising from 3% to 5% [2][8]. - Operating earnings rose to $576 thousand in Q3 2025, a 146% increase from $234 thousand in the same period last year [2][8]. - Net earnings for Q3 2025 were $160 thousand, compared to a net loss of $269 thousand in Q3 2024, marking a significant turnaround [2][8]. Sales Breakdown - Canadian drilling fluids distribution sales were $2.3 million, a 41% decrease from the prior year, attributed to a reduction in active land rigs [5]. - U.S. drilling fluids distribution sales were $9.5 million, down 19% from $11.7 million in Q3 2024, with an average of 525 active land rigs in Q3 2025, a decrease of approximately 7% from the previous year [6]. - Canadian blending and packaging sales decreased to $3.7 million, down 19% from $4.6 million in Q3 2024, while U.S. blending and packaging sales increased by 49% to $2.7 million due to higher cementing activities [7]. Financial Position - Total assets decreased by 14% to $48.9 million compared to $57.1 million in the previous year [2]. - Working capital fell by 21% to $10.8 million, primarily due to a significant decrease in accounts receivables and inventory [2][4]. - Long-term debt slightly decreased by 4% to $6.3 million, while shareholders' equity was down 8% to $19.5 million [2]. Market Outlook - The North American energy sector is expected to stabilize, with modest growth anticipated in early 2026 as drilling and completion programs increase in response to improved price stability [9][10]. - In Canada, drilling activity is projected to follow seasonal trends, with winter drilling expected to provide a moderate uplift in demand [10]. - In the U.S., rig counts are expected to stabilize and gradually strengthen, particularly in the Permian Basin, supporting steady demand for Bri-Chem's products [11]. Strategic Initiatives - Following the recent Annual General Meeting, Bri-Chem appointed a new Board of Directors to enhance operational performance and long-term shareholder value [13]. - The company will conduct a comprehensive strategic review of all business units to evaluate performance and profitability, aiming to improve capital allocation and operational focus [14]. - Management emphasizes liquidity preservation and cost efficiency to sustain margin performance amid competitive pricing [12][15].

Leadership Changes - Bri-Chem Corp. appointed Mr. Barry Hugghins as Chief Executive Officer and President effective November 10, 2025, while he will also continue as Executive Chairman of the Board [2] - Mr. Hugghins will receive a nominal salary of one dollar ($1) per annum, reflecting the company's commitment to business results and shareholder value [2] - The Board of Directors has eliminated cash retainers, with directors now compensated exclusively through equity-based incentives to enhance long-term shareholder value [2] Company Overview - Bri-Chem is a leading North American oilfield chemical distribution and blending company, recognized for its strategic acquisitions and organic growth [3] - The company operates 23 strategically located warehouses across Canada and the United States, offering a full range of drilling fluid products [3]

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Core Viewpoint - Bri-Chem Corp. has announced the immediate departure of its CEO, Don Caron, and is initiating a leadership transition process to find a suitable successor [1][2]. Company Overview - Bri-Chem Corp. is a leading North American wholesale distributor of drilling fluids and related products, serving the energy, construction, and industrial sectors. The company was founded in 1985 and is headquartered in Edmonton, Alberta [4]. Leadership Transition - The Board of Directors is overseeing interim management responsibilities during the search for a new CEO, ensuring that there will be no disruption to ongoing operations [2]. - Barry Hugghins, Chairman of the Board, emphasized the company's commitment to operational discipline, customer service, and long-term growth, while focusing on alignment and performance across the organization [3].

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Merger and Acquisition - Berry Corp. entered into a Merger Agreement with California Resources Corporation, with an exchange ratio of 0.0718 shares of CRC for each share of Berry Corp. common stock[22] - The Merger is expected to close in the first quarter of 2026, pending shareholder and regulatory approvals[22] - Berry Corp. incurred approximately $3 million in transaction costs related to the Merger for the three and nine months ended September 30, 2025[23] Debt and Liquidity - As of September 30, 2025, Berry Corp. had approximately $416 million of borrowings outstanding under the 2024 Term Loan[44] - The 2024 Term Loan has an initial principal amount of $450 million, with a maturity date of December 24, 2027[36] - The interest rate for the 2024 Term Loan is either a base rate plus an applicable margin of 6.50% or a term SOFR reference rate plus an applicable margin of 7.50%[39] - Berry Corp. is required to maintain a minimum liquidity of $25 million and a total net leverage ratio not exceeding 2.5 to 1.0 under the 2024 Term Loan[40] - The 2024 Revolver provides a revolving credit facility of up to $500 million, with a borrowing base of $95 million as of September 30, 2025[45] - As of September 30, 2025, the company had no outstanding borrowings, $14 million in letters of credit, and approximately $49 million of available borrowing capacity under the 2024 Revolver[54] - The 2024 Revolver includes financial covenants such as a minimum liquidity requirement of $25 million and a total net leverage ratio not exceeding 2.5 to 1.0[49] - The company must ensure that the Consolidated Cash Balance does not exceed $35 million when borrowing[50] - The 2024 Revolver is secured by a first lien on substantially all assets of the company and its wholly owned material subsidiaries[53] Commodity Hedging - The company is required to maintain commodity hedges covering at least 75% of projected crude oil production from PDP reserves for the first 24 months following December 24, 2024[56] - The weighted-average price for crude oil production hedges in Q4 2025 is $74.69 per barrel, with a hedged volume of 1,610,000 barrels[67] - The company has added collars for 2025 to 2028, with calls ranging from $68.75 to $70.96 per barrel and a floor of $60.00 per barrel[68] - As of September 30, 2025, the total net fair value of commodity derivatives presented in the balance sheet was $44,585,000, compared to $8,520,000 as of December 31, 2024[69] - Realized gains on oil sales derivatives for the three months ended September 30, 2025, were $10,282,000, while realized losses on natural gas purchase derivatives were $6,200,000, resulting in total realized gains of $4,082,000[71] - Unrealized losses on oil sales derivatives for the three months ended September 30, 2025, amounted to $14,948,000, leading to total unrealized losses of $24,797,000 for the same period[71] Financial Performance - For the three months ended September 30, 2025, total revenues were $151.1 million, a decrease of 42.3% compared to $261.7 million for the same period in 2024[112] - Oil sales for the three months ended September 30, 2025, were $124.9 million, down 17.7% from $151.7 million in the prior year[112] - The company reported a net loss of $26.0 million for the three months ended September 30, 2025, compared to a net income of $69.9 million for the same period in 2024[108] - Basic loss per share for the three months ended September 30, 2025, was $(0.34), compared to earnings per share of $0.91 in the same period of 2024[108] - For the nine months ended September 30, 2025, total revenues were $543,871,000, compared to $1,000,000,000 in the same period of 2024, indicating a decrease of approximately 45.6%[132][134] - The company reported a loss before income taxes of $124,057,000 for the nine months ended September 30, 2025[134] - The company experienced a segment loss of $21,088,000 for the nine months ended September 30, 2025, compared to a profit in the same period of 2024[134] Capital Expenditures and Investments - Capital expenditures for the three months ended September 30, 2025, totaled $17,021,000, compared to $25,874,000 in 2024, a reduction of about 34.1%[126][130] - The company executed a farm-in agreement for a 30% working interest in a horizontal well in the Uinta Basin, with expected capital expenditures of approximately $3 million[101] - Capital expenditures for the nine months were $85,135,000, with $81,945,000 allocated to E&P and $2,298,000 to Well Servicing[138] Shareholder Returns - The company declared cash dividends of $0.03 per share in March, May, August, and November 2025, with total dividends expected to be paid in December 2025[82] - As of September 30, 2025, the company had a remaining total share repurchase authority of $190 million, with no shares repurchased during the nine months ended September 30, 2025[84] Legal and Regulatory Matters - The company is currently unable to estimate the probability of outcomes related to pending legal proceedings and the range of reasonably possible losses[80] - The company has limited its exposure to any single counterparty in derivative instruments to minimize credit risk[70] Market Conditions and Expectations - The company expects the adoption of new accounting standards to impact disclosures but not results of operations or cash flows[27][28] - The One Big Beautiful Bill Act is expected to result in increased tax deductions and credits for Berry Corp.[30] - Management expects energy prices to remain unpredictable and potentially volatile, impacting revenues and cash flows[368]

Production and Revenue - Berry Corporation reported production of 23.9 MBoe/d, consistent with the previous quarter but down 3.6% from 24.8 MBoe/d in Q3 2024[4] - Oil, natural gas, and NGL revenues for Q3 2025 were $128 million, a 1.6% increase from $126 million in Q2 2025 but a 16.9% decrease from $154 million in Q3 2024[4] - Total revenues for the three months ended September 30, 2025, were $151,142, a decrease of 42.4% compared to $261,708 for the same period in 2024[24] - The company reported a net loss of $26 million, or $0.34 per diluted share, compared to a net income of $34 million, or $0.43 per diluted share in Q2 2025[4] - Net loss for the three months ended September 30, 2025, was $26,017, compared to a net income of $69,863 for the same period in 2024[24] Financial Performance - Adjusted EBITDA for Q3 2025 was $49 million, down 7.5% from $53 million in Q2 2025 and down 26.9% from $67 million in Q3 2024[4] - Adjusted EBITDA for the three months ended September 30, 2025, was $49,404, down from $67,121 in the same period last year, representing a decline of 26.4%[25] - The leverage ratio as of September 30, 2025, was 1.60x, with net debt of $402,886,000 and trailing twelve-month Adjusted EBITDA of $252,549,000[57] - Adjusted Net Loss Income for Q3 2025 was $(5,867,000), translating to a diluted EPS of $(0.08), compared to $(364,000) and $0.00 in Q2 2025 and $10,839,000 and $0.14 in Q3 2024[59] Cash Flow and Debt Management - Berry generated operating cash flow of $55 million and free cash flow of $38 million during the quarter[5] - The company paid down approximately $11 million of total debt in Q3 2025, contributing to a year-to-date total debt reduction of approximately $34 million[5] - Free Cash Flow for Q3 2025 was $38,390,000, compared to a negative $25,611,000 in Q2 2025 and $44,821,000 in Q3 2024[55] Capital Expenditures and Assets - Capital expenditures for the three months ended September 30, 2025, totaled $17,021, compared to $25,874 for the same period in 2024, reflecting a decrease of 34.1%[27] - Total current assets as of September 30, 2025, were $143,780, a decrease from $149,643 as of December 31, 2024[25] - Long-term debt as of September 30, 2025, was $354,469, down from $384,633 as of December 31, 2024[25] Operational Metrics - The company reported a total of 77,602 weighted-average shares of common stock outstanding for the three months ended September 30, 2025[25] - The company has hedged 18.2 MBbls/d of oil production for the remainder of 2025 at an average price of $74.15/Bbl of Brent[10] - The average price of Brent oil for the three months ended September 30, 2025, was $68.17 per bbl, while Henry Hub natural gas averaged $3.03 per mmbtu[38] Expenses - General and administrative expenses for Q3 2025 were $20,242,000, slightly up from $20,270,000 in Q2 2025 and $19,111,000 in Q3 2024[62] - Lease operating expenses (LOE) for Q3 2025 were $58,137,000, an increase from $53,193,000 in Q2 2025 and $54,900,000 in Q3 2024[66] - Energy LOE - unhedged for Q3 2025 was $26,119,000, compared to $22,476,000 in Q2 2025 and $24,548,000 in Q3 2024[66] Mergers and Agreements - Berry signed an agreement to merge with California Resources Corporation, with a special shareholder meeting scheduled for December 15, 2025, to approve the merger[5] Hedging Activities - The company hedged 3,680,000 mmbtu of natural gas purchases at a weighted-average price of $4.15 per mmbtu for FY 2026[34] - The company reported realized losses on natural gas purchase derivatives of $6,200,000 for Q3 2025[35] - Total realized gains on derivatives for the three months ended September 30, 2025, amounted to $4,082,000, while total unrealized losses were $24,797,000[35]