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
ENCORE
ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware | 001-33676 | 20-8456807 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
777 Main Street, Suite 1400, Fort Worth, Texas | 76102 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (817) 877-9955
Not
applicable
(Former name or former address, if changed since last report.)
(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 5.01 Changes in Control of Registrant.
On October 31, 2009, Encore Acquisition Company (Encore), which at that time held, indirectly,
an approximate 46.2% limited partner interest in Encore Energy Partners LP (NYSE: ENP)
(ENP), entered into an Agreement and Plan of Merger (the Merger Agreement) with Denbury
Resources Inc. (NYSE: DNR) (Denbury), whereby Encore agreed to merge with and into Denbury (the
Merger) with Denbury surviving the Merger. The Merger closed the evening of March 9, 2010,
following shareholder approval granted at a special meeting of each of the respective companys
shareholders on the same date.
In addition to its 46.2% limited partner interest in ENP, prior to the Merger, Encore also held,
indirectly, an approximate 1.1% general partner interest in ENP. As a result of the Merger, by
operation of law, Denbury obtained control of Encore Energy Partners GP LLC, a limited liability
company and the general partner of ENP (GP LLC). The Merger included the acquisition of Encore,
the assumption of certain debt of Encore and the acquisition of the
noncontrolling interest in ENP described above.
However, the Merger Agreement did not specify the consideration allocated to the limited partner or
general partner interest in ENP. The funding used to finance the Merger was obtained through a
combination of the sale of $1 billion of 81/4% Senior Subordinated Notes of Denbury due 2020, which
closed on February 10, 2010, and a new $1.6 billion senior secured revolving credit facility with
J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A., which was completed on March 9, 2010.
In connection with the Merger, Denbury also acquired the right, through wholly-owned subsidiaries
to appoint directors to the board of directors of GP LLC and to appoint its officers, as well.
The change of control of GP LLC, ENPs general partner, was a triggering event for the vesting of
certain phantom units granted to certain directors of GP LLC under the Encore Energy Partners GP
LLC Long-Term Incentive Plan, dated as of September 17, 2007. In connection with the Merger,
56,250 phantom units of ENP vested and were settled in common units. As a result, these directors
received common units of ENP in exchange for those phantom units.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
Denbury is the successor in interest to Encore, which was the sole member of Encore Partners GP
Holdings LLC. Denbury is indirectly the sole member of GP LLC. Pursuant to GP LLCs Limited
Liability Company Agreement (the LLC Agreement), the member is permitted to appoint directors of
GP LLC in the event of a board vacancy and the board of directors of GP LLC and the GP LLC board of
directors is permitted to appoint GP LLCs officers. In connection with the Merger and effective
as of the time of the Merger, I. Jon Brumley and Jon S. Brumley resigned from their positions as
officers and directors of GP LLC. Neither resigning director served on any committee of the board
of directors, of GP LLC.
Departure/Appointment of Certain Officers
The board of directors of GP LLC has elected to remove and replace all of the officers of GP LLC,
effective as of the date of the Merger. In accordance with the powers of the Board of Directors
granted to it by the LLC Agreement, the GP LLC board of directors has designated the following
persons to serve as officers of GP LLC, each such person to serve
until his successor is duly designated and qualified as an officer or
until his earlier death resignation or removal: Phil Rykhoek, Chief Executive Officer; Ronald T. Evans,
President and Chief Operational Officer; Mark C. Allen, Senior Vice President, Chief Financial
Officer and Assistant Secretary; Robert L. Cornelius, Senior Vice President Operations and
Assistant Secretary; H. Raymond Dubuisson, Vice President Legal and Secretary; Dan E. Cole, Vice
President Marketing; and Alan Rhoades, Vice President Accounting. None of these officers has
held a position with ENP prior to their current appointments. Current and prior business
experience of each officer is listed below.
Executive Officers of the Registrant
Phil Rykhoek, 53, has served as the Chief Executive Officer of
Denbury since June 2009. Mr. Rykhoek served as Denburys Senior Vice President and Chief Financial
until June 2009 and joined Denbury in June 1995 as Chief Financial Officer. Before joining Denbury
in June 1995, Mr. Rykhoek was co-founder and an executive officer of Petroleum Financial, Inc.
(PFI), a private company formed in May 1991 to provide accounting, financial, and management
services on a contract basis to other entities. While at PFI, Mr. Rykhoek was also an officer of
Amerac Energy Corporation, where he had been employed in various positions for eight years, most
recently as Vice President and Chief Accounting Officer. He served on the board of directors of
Genesis Energy, L.P. (AMEX: GEL) (Genesis) from May 2002 to February 2010.
Ronald T. Evans, 47, a registered Professional Engineer, has served as President and Chief
Operating Officer of Denbury since June 2009. Mr. Evans served as Senior Vice President, Reservoir
Engineering from September 1999, when he joined Denbury, until June 2009. Before joining Denbury,
he was employed as a manager with Matador Petroleum Corporation for 3 years and employed by Enserch
Exploration, Inc. for 12 years in various positions. Mr. Evans received his Bachelor of Science
degree in Petroleum Engineering from the University of Oklahoma in 1984 and his Masters of Business
Administration from the University of Texas at Dallas in 1995. He Evans served on the board of
directors of Genesis from May 2002 to February 2010.
Mark C. Allen, 42, a Certified Public Accountant, has served as Senior Vice President, Chief
Financial Officer and Assistant Secretary of Denbury since June 2009. Mr. Allen served as Vice
President and Chief Accounting Officer until June 2009. Mr. Allen joined Denbury in April 1999 as
Controller and Chief Accounting Officer. Prior to joining Denbury, Mr. Allen was Manager of
Financial Reporting for ENSCO International Incorporated from November 1996 to April 1999. Prior to
November 1996, Mr. Allen was a manager in the accounting firm of Price Waterhouse LLP. He served
on the board of directors of Genesis from June 2006 to February 2010.
Robert Cornelius, 55, has served as Senior Vice President Operations of
Denbury since joining Denbury in September 2006. Mr. Cornelius is an engineer responsible for all
aspects of production, drilling, facilities and operations for Denbury and has over thirty years of
relevant industry experience. Before joining Denbury in September 2006, Mr. Cornelius was Vice
President of Operations with J.M. Huber Corporation, a large privately-owned company, beginning his
employment there in 1982. Mr. Cornelius graduated from The University of Texas with a Bachelor of
Science degree in Petroleum Engineering in 1977.
Ray Dubuisson, 59, has served as Vice President Legal and Secretary of Denbury since June 2009.
Mr. Dubuisson joined Denbury in July 2002 as Vice President Land and served in that position
until June 2009. Prior to joining Denbury, Mr. Dubuisson was a practicing oil and gas attorney in
the Houston area primarily involved in exploration and production transaction work, preparation of
title opinions, and negotiation and preparation of acquisition and divestiture agreements. He is
licensed to practice law in the State of Texas, and has previously served as Vice President of Land
for Weber Energy Corporation and Quanah Petroleum in Dallas, as Gulf Coast District Land Manager
for Aminoil in Houston, and as Landman for Chevron in New Orleans.
Dan Cole, 57, has served as Vice President Marketing since joining Denbury in October 2006. Prior
to joining Denbury, Mr. Cole was Director of the Mississippi/Alabama Business Unit for Plains
Marketing, LP, since April 2004, and Manager, Gulf Coast Region for EOTT Operating, for the prior
eight years before it was acquired by Plains Marketing. Mr. Cole has 26 years of marketing,
transportation and supply experience in the natural gas and crude oil industry. Mr. Cole received
his Bachelor of Business Administration degree from Texas A&M University in 1974.
Alan Rhoades¸45, Certified Public Accountant has served as Vice President Accounting of Denbury
since June 2009. Mr. Rhoades joined Denbury in July 2003 as Assistant Controller and most recently prior to June 2009, was Controller Financial
Reporting. Before joining
Denbury, Mr. Rhoades was Assistant Controller for Amerada Hess Corporation from 2001 to 2003, and
held that same position for Triton
Energy Limited from 1996 until it was acquired by Amerada Hess Corporation in 2001. Prior to
joining Triton Energy Limited, Mr. Rhoades was a manager in the accounting firm of KPMG LLP.
[Signature on following page]
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.
ENCORE ENERGY PARTNERS LP |
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By: | Encore Energy Partners GP LLC, | |||
its general partner | ||||
Date: March 15, 2010 | By: | /s/ Mark C. Allen | ||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer |
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