LONG BEACH, Calif., Sept. 24, 2025 (GLOBE NEWSWIRE) -- California Resources Corporation (NYSE:CRC) (the "Company") announced today that, subject to market and other conditions, it intends to offer and sell to eligible purchasers $400 million in aggregate principal amount of senior unsecured notes due 2034 (the "Notes"). The Notes will be guaranteed by all of the Company's existing subsidiaries (and certain future subsidiaries) that guarantee its revolving credit facility, its 7.125% senior unsecured notes due 2026 and its 8.250% senior unsecured notes due 2029. The Company intends to use the net proceeds from this offering, together with cash on hand and borrowings under its revolving credit facility, to repay the existing indebtedness of Berry Corporation (bry) ("Berry") in connection with the pending business combination with Berry (the "Berry Merger"), and pay fees and expenses in connection with the Berry Merger and the offering of the Notes.

If (x) the consummation of the Berry Merger does not occur on or before March 14, 2026 (subject to up to two three-month extensions by either the Company or Berry upon written notice in certain circumstances) (the "Outside Date") or (y) prior thereto, the Company notifies the trustee in writing that the merger agreement related to the Berry Merger (the "Merger Agreement") has been terminated or the Company will not pursue the consummation of the Berry Merger or has determined in its sole discretion that the Berry Merger cannot or is not reasonably likely to be consummated by the Outside Date, the Notes will be subject to a special mandatory redemption at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest to, but excluding, the payment date of such special mandatory redemption.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any offer, solicitation or sale of Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statement Disclosure

All statements, except for statements of historical fact, made in this release regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as statements regarding ...