Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2010
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
(State or other jurisdiction
of incorporation)
| 1-12935 (Commission File Number) |
20-0467835 (I.R.S. Employer Identification No.) |
|
| 5100 Tennyson Parkway Suite 1200 Plano, Texas (Address of principal executive offices) |
75024 (Zip code) |
Registrant’s telephone number, including area code: (972) 673-2000
N/A
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.
New $1.6 Billion Credit Facility
On March 9, 2010, Denbury Resources Inc. (“Denbury) entered into a new Credit Agreement with
JPMorgan Chase Bank, N.A., as administrative agent, and the 23 other lenders party thereto (the
“Credit Agreement”). The information regarding the Credit Agreement provided in Item 2.03 below is
incorporated by reference herein.
Cash Tender Offers and Consent Solicitations for Encore Senior Subordinated Notes; Supplements
to Indentures Governing Encore Senior Subordinated Notes
On March 10, 2010, Denbury accepted for purchase all 6.25% Senior Subordinated Notes due 2014
(the “6.25% Securities”), 6.0% Senior Subordinated Notes due 2015 (the “6.0% Securities”), and
7.25% Senior Subordinated Notes due 2017 (the “7.25% Securities” and, together with the 6.25%
Securities and the 6.0% Securities, the “Securities”) of Encore Acquisition Company (“Encore”)
tendered by holders pursuant to cash tender offers and consent solicitations commenced by Denbury
on February 8, 2010. An aggregate of (1) $108,216,000 principal amount of the 6.25% Securities, or
72 percent of the outstanding 6.25% Securities, (2) $268,801,000 principal amount of the 6.0%
Securities, or 90 percent of the outstanding 6.0% Securities, and (3) $123,515,000 principal amount
of the 7.25% Securities, or 82 percent of the outstanding 7.25% Securities, were tendered pursuant
to the offers.
The offers and solicitations were conducted upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement, dated as of February 8, 2010,
and in the related Letter of Transmittal and Consent. The offers and the solicitations expired at
10:00 a.m., New York City time on March 10, 2010.
The tender of Securities also constituted the delivery of consents of holders of the
Securities to eliminate or modify certain provisions contained in each indenture governing the
Securities (each an “Encore Indenture” and, collectively, the “Encore Indentures”). Denbury
received sufficient consents in the solicitations to amend the Encore Indentures.
On March 9, 2010, Encore merged with and into Denbury, and Denbury became party to the Encore
Indentures as successor to Encore. The description of the Encore Indentures and the 9.5% Indenture, as defined in Item 2.03, is incorporated by
reference from Item 2.03.
Effective as of March 10, 2010, the Encore Indentures governing each series of Securities were
amended as follows:
| (a) | The covenant related to the filing of reports with the Securities and Exchange Commission (the “SEC”) was deleted in its entirety. | ||
| (b) | The covenant limiting Denbury’s ability to incur indebtedness was deleted in its entirety. | ||
| (c) | The covenant limiting Denbury’s ability to make certain restricted payments was deleted in its entirety. | ||
| (d) | The covenant limiting Denbury’s ability to make certain distributions from restricted subsidiaries was deleted in its entirety. |
| (e) | The covenant limiting Denbury’s ability to enter into affiliate transactions was deleted in its entirety. | ||
| (f) | The covenant limiting Denbury’s ability to have its property encumbered by liens was deleted in its entirety. | ||
| (g) | The covenant requiring the addition of certain subsidiaries as guarantors was deleted in its entirety. | ||
| (h) | The covenant requiring the delivery of certain compliance certificates was deleted in its entirety. | ||
| (i) | Provisions limiting Denbury’s ability to enter into mergers or transfer assets were deleted in their entirety. | ||
| (j) | The default provisions were amended to (1) delete references in the events of default to the provisions modified by the amendments referred to above and (2) eliminate the events of default related to the failure to pay or acceleration of indebtedness greater than $10,000,000 and related to judgments or decrees for payments of greater than $10,000,000 remaining outstanding for periods of 60 consecutive days. |
The
foregoing amendments to the Encore Indentures do not apply to the 9.50% Senior Subordinated
Notes due 2016 (the “9.5% Securities”).
Effective as of March 10, 2010, the Encore Indenture governing the 7.25% Securities also was
amended, solely as it relates to the 7.25% Securities, as follows:
| (a) | The covenant related to the filing of financial statements was deleted in its entirety. | ||
| (b) | The covenant related to the waiver of stay, extension, or usury laws was deleted in its entirety. |
In addition, the following Denbury subsidiaries were added as guarantors under the Encore
Indentures: (1) Denbury Onshore, LLC, (2) Denbury Gathering & Marketing, Inc., (3) Denbury
Operating Company, (4) Denbury Marine, L.L.C., (5) Tuscaloosa Royalty Fund LLC, (6) Denbury Green
Pipeline-Texas, LLC and (7) Denbury Encore Holdings Inc. These Denbury subsidiaries also were
added as guarantors for the 9.5% Securities.
The foregoing description of the supplemental indentures is qualified in its entirety by
reference to the copies of the supplemental indentures attached hereto as Exhibits 4.1.4, 4.2.4 and
4.3.6, and incorporated by reference herein. A copy of the related press release is furnished as
Exhibit 99.1 hereto.
Supplements to Indentures Governing Denbury Senior Subordinated Notes
Effective as of March 9, 2010, pursuant to the execution of supplemental indentures, EAP
Properties, Inc., EAP Operating, LLC, Encore Operating, L.P., Encore Operating Louisiana, LLC,
Greencore Pipeline Company LLC and Denbury Encore Holdings, Inc. were added as guarantors under (1)
the Indenture, dated March 25, 2003, as supplemented, among
Denbury and Denbury Onshore, LLC, certain subsidiaries of
Denbury and JPMorgan Chase Bank, as trustee (“JPMorgan”), (2) the Indenture, dated December
7, 2005, as supplemented, among Denbury, certain subsidiaries of Denbury and The Bank of New York
Trust Company, N.A., as trustee and successor in interest to JPMorgan, (3) the Indenture, dated
February 13, 2009, as supplemented, among Denbury, certain subsidiaries of Denbury and The Bank of
New York Mellon Trust Company, N.A., as trustee and (4) the Indenture, dated February 2, 2010,
among Denbury, certain subsidiaries of Denbury and Wells Fargo Bank, National Association, as
trustee.
The foregoing description of the supplemental indentures is qualified in its entirety by
reference to the copies of the supplemental indentures attached hereto as Exhibits 4.4, 4.5, 4.6
and 4.7, and incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Consummation of Acquisition of Encore Acquisition Company
On Tuesday evening, March 9, 2010, following approval by the stockholders of both Denbury and
Encore at special meetings held that morning and subsequent
satisfaction of conditions precedent that afternoon and evening,
including completion of required closing documentation, the merger of Encore with and into Denbury
(the “Merger”), pursuant to the Agreement and Plan of Merger dated October 31, 2009, between
Denbury and Encore (the “Merger Agreement”) was consummated upon filing of the Certificate of
Merger with the Delaware Secretary of State that evening. Trading in Encore’s common stock on the New York
Stock Exchange (the “NYSE”) (NYSE: EAC) terminated after market close on Tuesday, March 9, 2010.
The Merger was financed through a combination of $1 billion of 81/4% Senior Subordinated Notes
of Denbury due 2020, which closed on February 10, 2010, and the
Credit Agreement described in Item 2.03 herein in greater
detail, entered into on March 9, 2010.
In the Merger, Denbury issued approximately 134.4 million shares of its common stock and paid
approximately $829.4 million in cash to Encore stockholders. The Denbury shares issued to Encore
stockholders represent approximately 33.9% of Denbury’s issued and outstanding common stock after
the Merger, based upon the number of Denbury shares outstanding at January 31, 2010.
Encore shareholders received the following consideration for each share of Encore common stock
they owned, depending upon the elections, if any, which they made, and the collar, proration and
allocation features of the Merger Agreement so that, in the aggregate, 30% of the consideration for
the outstanding shares of Encore common stock consists of cash, and the remaining 70% of the
consideration consists of shares of Denbury common stock:
1. Mixed cash/stock electing (or non-electing) Encore stockholders received $15 in cash and
2.4048 shares of Denbury common stock;
2. All-cash electing Encore stockholders received $46.48 in cash and 0.2417 of a share of
Denbury common stock; and
3. All-stock electing Encore stockholders (or those whose Encore restricted stock bonuses
converted into Denbury restricted stock) received 3.4354 shares of Denbury common stock.
All Encore stock options fully vested and their value was paid in cash. All Encore restricted
stock vested and each holder had the opportunity to make the same elections as other holders of
Encore common stock as described above, except for shares of Encore restricted stock granted as a
2009 bonus
pursuant to the Encore annual incentive program, which were converted into restricted shares of
Denbury common stock. Pursuant to the Merger Agreement, fractional shares of Denbury common stock
will not be issued, and in lieu thereof, Encore stockholders received cash for their fractional
share interests based on the closing price of Denbury common stock on
the NYSE on Monday, March 8,
2010.
The number of Denbury shares to be issued to Encore public holders was determined in
accordance with Section 2.1 of the Merger Agreement, with the exchange ratio of the number of
shares of Denbury common stock to be exchanged for each share of Encore common stock determined by
dividing $35.00 (in the case of mixed cash/stock elections, or no elections) or $50.00 (in the case
of all-stock elections) by the volume weighted average price of Denbury common stock for the 20
consecutive trading days ending on the second full trading day prior
to the effective time of the
Merger, being the 20 trading days beginning February 8, 2010 through and including March 8, 2010,
or a volume weighted average price of $14.5543 per Denbury share (all as more fully provided in the
Merger Agreement), subject to the collar, proration, and allocation features provided therein.
The Merger is structured to qualify as a reorganization for U.S. federal income tax purposes,
such that each Encore stockholder generally should be subject to U.S. federal income tax only on
the cash it receives in the Merger.
A copy of the Merger Agreement has been filed with the
SEC as Exhibit 2.1 to Denbury’s Current Report on Form 8-K filed with the SEC on November 5,
2009 and as Annex A to Denbury’s Registration Statement on Form S-4 (File No. 333-163521) and is
incorporated into this Item 2.01 by reference.
The foregoing summary of the Merger Agreement and the description of the transactions
contemplated thereby does not purport to be complete and are subject to, and qualified in its entirety
by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to Denbury’s Current
Report on Form 8-K filed with the SEC on November 5, 2009 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
New $1.6 Billion Credit Facility
On March 9, 2010, Denbury entered into the Credit Agreement as defined in Item 1.01 above.
The aggregate amount of the commitments of the lenders under the Credit Agreement is $1.6 billion.
Availability under the Credit Agreement is subject to a borrowing base, which is redetermined
semi-annually on May 1 and November 1 and upon requested special redeterminations. The Credit
Agreement provides for an initial borrowing base of $1.6 billion. The borrowing base represents
the amount that can be borrowed based on the reserves and certain other oil and natural gas assets
of Denbury and its restricted subsidiaries, as confirmed by the banks, while the commitment amount
is the amount the banks have committed to fund pursuant to the terms of the Credit Agreement. The
borrowing base is adjusted at the banks’ discretion and is based in part upon external factors over
which Denbury has no control. If the borrowing base were to be less than outstanding borrowings
under the Credit Agreement, Denbury would be required to repay the deficit over a period of four months.
The loans under the Credit Agreement mature in March 2014.
Denbury’s new bank credit facility is secured by substantially all of the proved oil and
natural gas
properties of Denbury’s restricted subsidiaries and by the equity interests of Denbury’s restricted
subsidiaries. In addition, Denbury’s obligations under the Credit Agreement are guaranteed by its
restricted subsidiaries. The restricted subsidiaries include most of the subsidiaries of the
combined company after the Merger.
The Credit Agreement contains several restrictive covenants including, among others: (1) a
prohibition on the payment of dividends to parties other than Denbury and its restricted
subsidiaries; (2) a requirement to maintain positive working capital, as determined under the
Credit Agreement; (3) a maximum permitted ratio of debt to adjusted EBITDA of Denbury and its
restricted subsidiaries; and (4) a prohibition against incurring debt, subject to permitted
exceptions. Additionally, there is a limitation on the aggregate amount of forecasted oil and
natural gas production that can be economically hedged with oil or natural gas derivative
contracts. Denbury was in compliance with all of the bank covenants as of the consummation of the
Merger.
Loans under the Credit Agreement are subject to varying rates of interest based on (1) the
total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a
Eurodollar loan or a base rate loan. Eurodollar loans bear interest at the Eurodollar rate plus
the applicable margin indicated in the Credit Agreement, and base rate loans bear interest at the
base rate plus the applicable margin indicated in the Credit Agreement. The “Eurodollar rate” for
any interest period (either one, two, three, six, nine or twelve months, as selected by Denbury) is
the rate per year equal to LIBOR, as published by Reuters or another source designated by JPMorgan
Chase Bank, N.A., for deposits in dollars for a similar interest period. The “base rate” is
calculated as the highest of (1) the annual rate of interest announced by JPMorgan Chase Bank, N.A.
as its “prime rate,” (2) the federal funds effective rate plus 0.5 percent, and (3) the Adjusted
Eurodollar Rate (as defined in the Credit Agreement) for a one-month interest period.
The foregoing description of the Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Encore Indentures and the Encore Indenture with Respect to the 9.5% Securities
On
March 9, 2010, upon the Merger of Encore with and into Denbury, Denbury became successor in
interest to Encore under the Encore Indentures as defined and described in Item 1.01 incorporated
into this Item 2.03 by reference and under the Third Supplemental Indenture dated as of
April 27, 2009 to the Indenture of Encore dated as of November 16, 2009 with respect to the 9.5%
Securities in the amount of $225 million (the “9.5% Indenture”). The material terms are as
follows:
| (a) | Covenant requiring filing of financial statements and SEC reports. | ||
| (b) | Covenant limiting Denbury’s ability to incur indebtedness. | ||
| (c) | Covenant limiting Denbury’s ability to make certain restricted payments. | ||
| (d) | Covenant limiting Denbury’s ability to make certain distributions from restricted subsidiaries. | ||
| (e) | Covenant limiting Denbury’s ability to enter into affiliate transactions. | ||
| (f) | Covenant limiting Denbury’s ability to have its property encumbered by liens. | ||
| (g) | Covenant requiring the addition of certain subsidiaries as guarantors. |
| (h) | Covenant requiring the delivery of certain compliance certificates. | ||
| (i) | Provisions limiting Denbury’s ability to enter into mergers or transfer assets. |
The Encore Indentures continue to have, and the 9.5% Indenture also has, covenants
limiting the sale of assets and providing a put right by holders upon change of control. The foregoing
description of the Encore Indentures and the 9.5% Indenture is qualified in its entirety by
reference to the copies of the indentures and the related supplemental indentures attached
hereto as Exhibits 4.3.1, 4.3.2, 4.3.3, 4.3.4, 4.3.5 and 4.3.6, and incorporated by reference
herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Stockholders Meeting Held March 9, 2010
Special meetings of the stockholders of both Denbury and Encore were held on March 9, 2010, to
consider and vote upon proposals to adopt the Merger Agreement, which provides for, among other
things, the Merger of Encore with and into Denbury, and in Denbury’s case the issuance of Denbury
common stock to Encore stockholders as part of the Merger consideration.
At
the Denbury special meeting at which holders of approximately 87.0% of Denbury’s issued and
outstanding shares of common stock were present in person or by proxy, approximately 94.9% of the
votes cast were voted to approve the Merger and the issuance of Denbury shares to Encore
stockholders. The number of shares voted at the Denbury special meeting were as follows:
216,540,807 shares voted “For;”
11,123,144 shares voted “Against;” and
530,423 shares “Abstained.”
At the Encore special meeting at which holders of approximately 80.5% of Encore’s issued and
outstanding shares of common stock were present in person or by proxy, approximately 99.7% of the
votes cast were voted to approve the Merger. The number of shares voted at the Encore special
meeting were as follows:
44,576,905 shares voted “For;”
105,919 shares voted “Against;” and
27,324
shares “Abstained.”
Item 8.01
Other Events.
On March 12, 2010, Denbury issued a press release announcing cash change of control
offers to purchase any and all of the remaining outstanding 6.25% Securities, 6.0% Securities,
7.25% Securities, and 9.5% Securities. Denbury has succeeded, by virtue of the Merger, to Encore’s
position as obligor on all Encore senior subordinated notes which remain
outstanding after the cash tender offers described in Item 1.01
above, and, in accordance with, and as
required by, the applicable indentures, Denbury has notified
the holders thereof of their right to resell those notes to Denbury at 101% of the
face amount thereof as a result of the change of control of Encore as a result of the Merger on
March 9, 2010. A copy of the press release announcing the change of control offer is filed as Exhibit 99.3 hereto.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
All required pro forma information with respect to the combined company will be filed by
amendment to Item 9.01(b)(2) within 71 calendar days after the date on which this Current Report on
Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit Number | Description | |
2.1
|
Agreement and Plan of Merger dated as of October 31, 2009, by and between Encore Acquisition Company and Denbury Resources Inc. (incorporated by reference to our Form 8-K filed November 5, 2009). | |
4.1.1
|
Indenture, dated as of April 2, 2004, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.1.2
|
First Supplemental Indenture, dated as of January 2, 2008, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.1.3
|
Second Supplemental Indenture, dated as of January 27, 2010, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.1.4
|
Third Supplemental Indenture, dated as of March 10, 2010, among Denbury Resources Inc., as successor in interest to Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.2.1
|
Indenture, dated as of July 13, 2005, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | |
4.2.2
|
First Supplemental Indenture, dated as of January 2, 2008, among Encore Acquisition Company, |
| Exhibit Number | Description | |
| the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | ||
4.2.3
|
Second Supplemental Indenture, dated as of January 27, 2010, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | |
4.2.4
|
Third Supplemental Indenture, dated as of March 10, 2010, among Denbury Resources Inc., as successor in interest to Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | |
4.3.1
|
Indenture, dated as of November 16, 2005, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to Subordinated Debt Securities. | |
4.3.2
|
First Supplemental Indenture, dated as of November 16, 2005, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017. | |
4.3.3
|
Second Supplemental Indenture, dated as of January 2, 2008, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017. | |
4.3.4
|
Third Supplemental Indenture, dated as of April 27, 2009, among Encore Acquisition Company, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, with respect to the 9.50% Senior Subordinated Notes due 2016. | |
4.3.5
|
Fourth Supplemental Indenture, dated as of January 27, 2010, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017 and the 9.5% Senior Subordinated Notes due 2016. | |
4.3.6
|
Fifth Supplemental Indenture, dated as of March 10, 2010, among Denbury Resources Inc., as successor in interest to Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017 and $225 million of 9.50% Senior Subordinated Notes due 2016. | |
4.4
|
Third Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., with respect to $225 million of 71/2% Senior Subordinated Notes due 2013. | |
4.5
|
Third Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., with respect to $300 million of 71/2% Senior Subordinated Notes due 2015. | |
4.6
|
Second Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., with respect to $426.35 million of 9.75% Senior Subordinated Notes due 2016. | |
4.7
|
First Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to $1 billion of 81/4% Senior Subordinated Notes due 2020. | |
10.1
|
Credit Agreement among Denbury Resources Inc., as Borrower, the financial institutions listed on Schedule 1.1 thereto, as Banks, JPMorgan Chase Bank, N.A., as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, and BNP Paribas, The Bank of Nova Scotia, and Credit Suisse Securities (USA) LLC, as Co-Documentation Agents, dated as of March 9, 2010. | |
99.1
|
Press release dated March 10, 2010 entitled “Denbury Announces Completion of Acquisition of Encore, Entry into New $1.6 Billion Credit Facility and Extension of Tender Offers for Encore Senior Subordinated Notes.” | |
99.2
|
Press release dated March 10, 2010 entitled “Denbury Announces Final Results of Cash Tender Offers and Consent Solicitations for Senior Subordinated Notes of Encore Acquisition Company.” | |
99.3
|
Press release dated March 12, 2010 entitled “Denbury Commences Change of Control Offers for Encore Senior Subordinated Notes.” |
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 hereunto duly authorized.
| DENBURY RESOURCES INC. |
||||
| Date March 12, 2010 | /s/ Mark C. Allen | |||
| Mark C. Allen | ||||
| Senior Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number | Description | |
2.1
|
Agreement and Plan of Merger dated as of October 31, 2009, by and between Encore Acquisition Company and Denbury Resources Inc. (incorporated by reference to our Form 8-K filed November 5, 2009). | |
4.1.1
|
Indenture, dated as of April 2, 2004, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.1.2
|
First Supplemental Indenture, dated as of January 2, 2008, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.1.3
|
Second Supplemental Indenture, dated as of January 27, 2010, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.1.4
|
Third Supplemental Indenture, dated as of March 10, 2010, among Denbury Resources Inc., as successor in interest to Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.25% Senior Subordinated Notes due 2014. | |
4.2.1
|
Indenture, dated as of July 13, 2005, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | |
4.2.2
|
First Supplemental Indenture, dated as of January 2, 2008, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | |
4.2.3
|
Second Supplemental Indenture, dated as of January 27, 2010, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | |
4.2.4
|
Third Supplemental Indenture, dated as of March 10, 2010, among Denbury Resources Inc., as successor in interest to Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 6.0% Senior Subordinated Notes due 2015. | |
4.3.1
|
Indenture, dated as of November 16, 2005, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to Subordinated Debt Securities. | |
4.3.2
|
First Supplemental Indenture, dated as of November 16, 2005, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017. | |
4.3.3
|
Second Supplemental Indenture, dated as of January 2, 2008, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017. | |
4.3.4
|
Third Supplemental Indenture, dated as of April 27, 2009, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 9.50% Senior Subordinated Notes due 2016. | |
4.3.5
|
Fourth Supplemental Indenture, dated as of January 27, 2010, among Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017 and the 9.5% Senior Subordinated Notes due 2016. | |
4.3.6
|
Fifth Supplemental Indenture, dated as of March 10, 2010, among Denbury Resources Inc., as successor in interest to Encore Acquisition Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to the 7.25% Senior Subordinated Notes due 2017 and $225 million of 9.5% Senior Subordinated Notes due 2016. | |
4.4
|
Third Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., with respect to $225 million of 71/2% Senior Subordinated Notes due 2013. | |
4.5
|
Third Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., with respect to $300 million of 71/2% Senior Subordinated Notes due 2015. |
| Exhibit Number | Description | |
4.6
|
Second Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., with respect to $426.35 million of 9.75% Senior Subordinated Notes due 2016. | |
4.7
|
First Supplemental Indenture, dated as of March 9, 2010, among Denbury Resources Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, with respect to $1 billion of 81/4% Senior Subordinated Notes due 2020. | |
10.1
|
Credit Agreement among Denbury Resources Inc., as Borrower, the financial institutions listed on Schedule 1.1 thereto, as Banks, JPMorgan Chase Bank, N.A., as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, and BNP Paribas, The Bank of Nova Scotia, and Credit Suisse Securities (USA) LLC, as Co-Documentation Agents, dated as of March 9, 2010. | |
99.1
|
Press release dated March 10, 2010 entitled “Denbury Announces Completion of Acquisition of Encore, Entry into New $1.6 Billion Credit Facility and Extension of Tender Offers for Encore Senior Subordinated Notes.” | |
99.2
|
Press release dated March 10, 2010 entitled “Denbury Announces Final Results of Cash Tender Offers and Consent Solicitations for Senior Subordinated Notes of Encore Acquisition Company.” | |
99.3
|
Press release dated March 12, 2010 entitled “Denbury Commences Change of Control Offers for Encore Senior Subordinated Notes.” |