Attached files
Exhibit 99.1
DENBURY RESOURCES INC.
PRESS RELEASE
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
Entry into New $1.6 Billion Credit Facility and
Extension of Tender Offers for Encore Senior Subordinated Notes
News Release
Released at 11:30 p.m. CST
Released at 11:30 p.m. CST
DALLAS March 9, 2010 Denbury Resources Inc. (NYSE: DNR) (Denbury) announced today that
it has closed its acquisition of Encore Acquisition Company (Encore), entered into a new $1.6
billion 24-bank credit facility, and briefly extended its tender offers for Encore senior
subordinated notes. With the merger, Denbury becomes one of the largest oil-focused independent
oil and natural gas companies in the United States. The combined company will continue to be known
as Denbury Resources Inc. (the Company) and will be headquartered in Plano, Texas.
Merger
The merger closed this evening following approval by the stockholders of both Denbury and
Encore at meetings held this morning, and subsequent completion of closing documentation. 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 number of Denbury shares issued
to Encore public holders represents an exchange ratio of 2.4048 Denbury shares and $15.00 in cash
for each previously outstanding share of Encore common stock, based on an overall 30% cash and 70%
stock pro ration of the overall consideration, subject to different ratios for all-cash and
all-stock elections made by Encore stockholders. The Denbury shares issued to Encore stockholders
will represent approximately 33.9% of Denburys issued and outstanding common stock after the
merger, based upon Denbury shares outstanding at January 31, 2010.
Trading in Encores common stock on the New York Stock Exchange (NYSE: EAC) terminated after
market close today, March 9th.
New Credit Facility
Denbury today entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and 23 other lenders that are parties thereto. The Credit Agreement provides
for an initial borrowing base and aggregate lenders commitment of $1.6 billion. Denbury
anticipates that after draws under the facility to fund the Encore merger, approximately $600
million to $700 million will remain available under the credit facility. Denburys new bank credit
facility is secured by substantially all of its producing oil and natural gas properties.
Tender Offers
Denbury announced its intention to accept for purchase all of Encores senior subordinated
notes tendered by holders pursuant to cash tender offers and related consent solicitations
commenced on February 8, 2010 for $600 million aggregate principal amount of three series of
outstanding Encore senior subordinated notes. As of 5:00 p.m. Eastern Time on March 9, 2010,
tenders and consents had been received with respect to (i) $108,216,000 aggregate principal amount,
or 72%, of Encores outstanding 6.25% Senior Subordinated Notes due 2014, (ii) $268,801,000
aggregate principal amount, or 90%, of Encores outstanding 6.0% Senior Subordinated Notes due
2015, and (iii) $123,515,000 aggregate principal amount, or 82%, of Encores outstanding 7.25%
Senior Subordinated Notes due 2017. Denbury announced that the original expiration of the cash
tender offers and consent solicitations set for 5:00 p.m., Eastern Time on March 9, 2010 for notes
of these series has been extended until 10:00 a.m., Eastern Time on March 10, 2010. The purchase
of tendered notes will be financed with a portion of the net proceeds from Denburys $1.0 billion
of 81/4% Senior Subordinated Notes Due 2020 sold early last month. Denbury will assume Encores
position as obligor on the remainder of all Encore senior subordinated notes which remain
outstanding, and, in accordance with the applicable indentures, will, within 30 days after
consummation of the merger, notify the holders thereof of their right to resell those notes to
Denbury at 101% of the face amount thereof.
If the principal amount of the Encore notes purchased pursuant to the tender offers and the
subsequent rights of holders to sell the remaining notes to Denbury totals less than $600 million,
Denbury will redeem that portion of its 81/4% Senior Subordinated Notes Due 2020 in a principal
amount equal to the difference between $600 million and the aggregate principal amount of Encore
notes so purchased, at 100% of face value of its 81/4% notes, plus interest accrued and unpaid to but
not including the date of redemption.
In the merger, J.P. Morgan Securities Inc. acted as exclusive financial advisor to Denbury and
Barclays Capital Inc. acted as exclusive financial advisor to Encore. Baker & Hostetler LLP acted
as counsel to Denbury, and Baker Botts L.L.P. and Latham & Watkins LLP as counsel to Encore.
Cautionary Note on Forward-Looking Statements
Certain statements in this release may constitute forward-looking statements within the
meaning of Federal securities laws. The events and circumstances referred to in forward-looking
statements are subject to numerous risks and uncertainties that are detailed in Denburys filings
with the Securities and Exchange Commission, including its most recent reports on Forms 10-K and
8-K. Investors and securities holders are urged to consider closely the disclosure in our Annual
Report on Form 10-K, available free of charge on our internet site (www.denbury.com). You can also
obtain this form from the SEC on the SECs internet site (www.sec.gov) or by calling
1-800-SEC-0330. These risks and uncertainties are incorporated by this reference as though fully
set forth herein and these events and circumstances may be influenced by factors that could cause
actual outcomes and results to be materially different from those projected.
All written and oral forward-looking statements attributable to Denbury or persons acting on
its behalf are expressly qualified in their entirety by such factors.
For further information contact:
DENBURY RESOURCES INC.
Phil Rykhoek, Chief Executive Officer, 972-673-2000
Mark Allen, Sr. VP and Chief Financial Officer, 972-673-2000
Laurie Burkes, Investor Relations Manager, 972-673-2166
www.denbury.com
Phil Rykhoek, Chief Executive Officer, 972-673-2000
Mark Allen, Sr. VP and Chief Financial Officer, 972-673-2000
Laurie Burkes, Investor Relations Manager, 972-673-2166
www.denbury.com