Denbury Announces Private Offering of New Senior Secured Second Lien Notes Due 2024
August 14 2018 - 7:46AM
Denbury Resources Inc. (NYSE: DNR) (“Denbury” or the “Company”)
today announced the commencement of a private offering (the
“Offering”) of $400 million aggregate principal amount of new
Senior Secured Second Lien Notes due 2024 (the “New Second Lien
Notes”) to Eligible Holders (as defined below). The Offering
is being made upon the terms and subject to the conditions set
forth in a preliminary confidential offering memorandum.
The covenants and priority of the New Second
Lien Notes, along with the collateral securing the New Second Lien
Notes, will be substantially similar to those of the Company’s
existing second lien notes, and the New Second Lien Notes will
become the Company’s general senior secured obligations, secured by
second-priority liens on all the assets that secure the Company’s
senior secured bank credit facility. The New Second Lien
Notes will be senior to all existing and future subordinated
indebtedness that the Company may incur. The Company expects
to use the net proceeds from the Offering to repay substantially
all of its outstanding borrowings under its senior secured bank
credit facility, which were $410 million as of July 31, 2018, and
to pay related fees and expenses. In a separate press release
today, the Company announced various amendments to its senior
secured bank credit facility.
The New Second Lien Notes have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), or under any state or other securities
laws, and the New Second Lien Notes will be issued pursuant to an
exemption therefrom, and may not be offered or sold within the
United States, or to or for the account or benefit of any U.S.
Person, absent registration or an applicable exemption from
registration requirements.
The Offering is being made only to “Eligible
Holders” who are either believed to be “qualified institutional
buyers” under Rule 144A or who are non-“U.S. persons” under
Regulation S as defined under applicable securities laws.
This press release does not constitute an offer
to sell or a solicitation of any offer to buy any securities, nor
shall there be any sale of any securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. This press release is being issued pursuant to
Rule 135c under the Securities Act.
This press release contains forward-looking
statements that involve risks and uncertainties that are based on
assumptions that management believes are reasonable based on
currently available information. There is no assurance that
these assumptions will prove to be correct. In addition, any
forward-looking statements represent the Company’s estimates only
as of today and should not be relied upon as representing its
estimates as of any future date. Denbury assumes no
obligation to update its forward-looking statements.
Denbury is an independent oil and natural gas
company with operations focused in two key operating areas: the
Gulf Coast and Rocky Mountain regions. The Company’s goal is
to increase the value of its properties through a combination of
exploitation, drilling and proven engineering extraction practices,
with the most significant emphasis relating to CO2 enhanced oil
recovery operations.
DENBURY CONTACTS:
Mark C. Allen, Executive Vice President and Chief Financial Officer, 972.673.2000
John Mayer, Director of Investor Relations, 972.673.2383
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