Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - DENBURY INC | h69554exv1w1.htm |
| EX-99.1 - EX-99.1 - DENBURY INC | h69554exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2010
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
(State or other jurisdiction
of incorporation or organization)
| 1-12935 | 20-0467835 | |
| (Commission File Number) | (I.R.S. Employer | |
| Identification No.) | ||
| 5100 Tennyson Parkway | ||
| Suite 1200 | ||
| Plano, Texas | 75024 | |
| (Address of principal executive offices) | (Zip code) | |
| Registrant’s telephone number, including area code: | (972) 673-2000 |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On February 3, 2010, the Company entered into an Underwriting Agreement with J.P. Morgan Securities
Inc., as representative for the several underwriters (the “Underwriters”), in connection with the
offer and sale of an aggregate principal amount of $1 billion of 81/4% Senior Subordinated Notes due
2020 (the “Notes”). The Notes will be issued pursuant to an Indenture among the Company, certain of
the Company’s subsidiaries that are guarantors of the Notes (the “Subsidiary Guarantors”) and Wells
Fargo, National Association, as trustee (the “Indenture “). The Notes were sold to the public at
100% of par plus accrued interest from February 10, 2010. The Underwriters purchased the Notes for
98% of the principal amount thereof. Closing is expected to occur on February 10, 2010.
The Company will pay interest on the Notes on February 15 and August 15 of each year, beginning
August 15, 2010. The Notes will mature on February 15, 2020. Prior to February 15, 2015, the Company may redeem the notes at 100% of the principal amount thereof plus a “make whole” premium and accrued and unpaid interest. The Company may redeem the Notes on or
after February 15, 2015, at the redemption prices described in the Indenture.
The Notes were offered and sold under a prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, in connection with
the Company’s registration statement on Form S-3ASR (Registration No. 333-164630), which was
automatically effective on February 2, 2010 (the “Registration Statement”). In connection with the
offering of the Notes, the Underwriting Agreement is filed as exhibit to this Form 8-K and is to be
incorporated by reference in its entirety into the Registration Statement. JPMorgan Chase Bank,
National Association, an affiliate of J.P. Morgan Securities Inc., is the lead agent bank and a
lender on the Company’s credit facility.
On February 3, 2010, the Company announced that it had priced the Notes offering described in this
Form 8-K and that the estimated net proceeds from the offering would be placed into an escrow
account. In the event that the Company’s previously announced merger with Encore Acquisition
Company (the “merger”) does not occur on or prior to May 31, 2010, or if the merger agreement
between the Company and Encore Acquisition Company is terminated at any time prior thereto, the
Company will use the net proceeds from this offering, together with available cash, to redeem the
notes at a redemption price equal to 100% of the aggregate issue price of the notes, plus accrued
and unpaid interest to the redemption date. The text of the February 3, 2010 press release is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed or furnished in accordance with the provisions of Item 601 of
Regulation S-K:
| Exhibit | ||||
| Number | Description of Exhibit | |||
| 1.1 | Underwriting Agreement dated February 3, 2010 among Denbury
Resources Inc., the Subsidiary Guarantors and J.P. Morgan
Securities Inc. |
|||
| 99.1 | Denbury press release, dated February 3, 2010, “Denbury
Resources Inc. Announces Pricing of $1 Billion of Senior
Subordinated Notes due 2020.” |
|||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Denbury Resources Inc. (Registrant) |
||||
| Date: February 3, 2010 | By: | /s/ Alan Rhoades | ||
| Alan Rhoades | ||||
| Vice President - Accounting | ||||
EXHIBIT INDEX
| Exhibit | ||||
| Number | Description of Exhibit | |||
| 1.1 | Underwriting Agreement dated February 3, 2010 among Denbury
Resources Inc., the Subsidiary Guarantors and J.P. Morgan
Securities Inc. |
|||
| 99.1 | Denbury press release, dated February 3, 2010, “Denbury
Resources Inc. Announces Pricing of $1 Billion of Senior
Subordinated Notes due 2020.” |
|||