Denbury Announces Offers to Exchange Outstanding Senior Subordinated Notes for New 7 1/2% Senior Notes Due 2022
December 21 2015 - 9:02PM
Denbury Resources Inc. (NYSE:DNR) (“Denbury” or the “Company”)
today announced the commencement of private offers (the “Exchange
Offers”) to Eligible Holders (as defined below) of its outstanding
6⅜% Senior Subordinated Notes due 2021, 5½% Senior Subordinated
Notes due 2022, and 4⅝% Senior Subordinated Notes due 2023
(collectively, the “Old Notes”) to exchange a portion of their Old
Notes for up to $650 million (such amount, the “Maximum Exchange
Amount”) of newly issued 7½% Senior Notes due May 15,
2022 (the “New Senior Notes”). The New Senior Notes will be
senior in right of payment to the portion of the Old Notes which
remain outstanding after giving effect to the Exchange Offers and
to any other current or future subordinated indebtedness of the
Company. The Exchange Offers are being made upon the terms
and subject to the conditions set forth in the offering memorandum
(the “Offering Memorandum”) and the related letter of transmittal
(the “Letter of Transmittal”), each dated December 21, 2015.
The Exchange Offers will expire at 11:59 p.m.,
New York City time, on January 20, 2016, unless extended or earlier
terminated by the Company (the “Expiration Time”). For each
$1,000 principal amount of Old Notes validly tendered and not
validly withdrawn prior to 5:00 p.m., New York City time, on
January 7, 2016 (as it may be extended, the “Early Participation
Time”), Eligible Holders will be eligible to receive the “Total
Exchange Consideration” set forth in the table below, which
includes the “Early Participation Premium”. For each $1,000
in principal amount of Old Notes validly tendered after the Early
Participation Time, Eligible Holders will be eligible to receive
only the “Exchange Consideration” set forth in the table below.
The following table sets forth the Exchange Consideration, Early
Participation Premium and Total Exchange Consideration for each
series of Old Notes:
|
|
|
|
|
|
Principal Amount of New Senior Notes
(1) |
Title of Old Notes |
|
CUSIP Number |
|
Principal Amount Outstanding |
|
Exchange Consideration |
|
Early Participation Premium |
|
Total Exchange Consideration(2) |
6⅜% Senior Subordinated
Notes due 2021 |
|
247916AC3 |
|
$ |
400,000,000 |
|
|
$ |
600 |
|
|
$ |
50 |
|
|
$ |
650 |
|
5½% Senior Subordinated
Notes due 2022 |
|
247916AD1 |
|
$ |
1,250,000,000 |
|
|
$ |
600 |
|
|
$ |
50 |
|
|
$ |
650 |
|
4⅝% Senior Subordinated
Notes due 2023 |
|
24823UAH1 |
|
$ |
1,200,000,000 |
|
|
$ |
600 |
|
|
$ |
50 |
|
|
$ |
650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- For each $1,000 principal amount of Old Notes.
- Includes Early Participation Premium.
In addition to the Exchange Consideration or
Total Exchange Consideration, as applicable, the Company will pay
in cash accrued and unpaid interest on Old Notes accepted in the
Exchange Offers from the last interest payment date applicable to,
but not including the Settlement Date (as defined in the Offering
Memorandum) for the Exchange Offers. Interest on the New
Senior Notes will accrue from the Settlement Date.
The consummation of the Exchange Offers is
subject to, and conditioned upon, the satisfaction or waiver of
conditions set out in the Offering Memorandum and Letter of
Transmittal, subject to the Company’s right to amend or terminate
any of the Exchange Offers prior to the Expiration Time.
Tenders may be validly withdrawn at any time on or prior to 5:00
p.m., New York City time, on January 7, 2016, but not thereafter
unless that date is extended by the Company or required by
law. The Company may, but is not obligated to, increase the
Maximum Exchange Amount without extending the Early Participation
Time or reinstating withdrawal rights.
The Company will accept for exchange Old Notes
validly tendered and not validly withdrawn at or before the Early
Participation Time before it accepts any Old Notes tendered after
the Early Participation Time. If Old Notes are validly
tendered (and not validly withdrawn) by the Expiration Time in an
aggregate principal amount that would require the issuance of New
Senior Notes in an aggregate principal amount greater than the
Maximum Exchange Amount, then only an aggregate principal amount of
Old Notes validly tendered (and not validly withdrawn) that results
in the issuance of New Senior Notes in the Maximum Exchange Amount
will be accepted for exchange on a pro rata basis for each tender
in relation to the aggregate principal amount of Old Notes tendered
in the Exchange Offers. No series of Old Notes will have
priority over any other series of Old Notes to be exchanged
pursuant to the Exchange Offers. If the aggregate principal
amount of Old Notes validly tendered at or before the Early
Participation Time constitutes an aggregate principal amount of Old
Notes that, if accepted by the Company, would result in the Company
issuing New Senior Notes having an aggregate principal amount equal
to or in excess of the Maximum Exchange Amount, then the Company
will not accept any Old Notes tendered for exchange after the Early
Participation Time.
The New Senior 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 securities laws.
The New Senior Notes may not be offered or sold within the United
States, absent registration or an applicable exemption from
registration requirements. Documents relating to the Exchange
Offers will only be distributed to “Eligible Holders” of Old Notes
who complete and return an eligibility form confirming that they
are either a “qualified institutional buyer” under Rule 144A or not
a “U.S. person” under Regulation S as defined under applicable
securities laws. The complete terms and conditions of the
Exchange Offers, as well as the terms of the New Senior Notes, are
described in the Offering Memorandum and Letter of Transmittal,
copies of which may be obtained by Eligible Holders by contacting
Global Bondholder Services Corporation, the exchange agent and
information agent in connection with the Exchange Offers, at (866)
470-4500 or (212) 430-3774 (banks and brokers) or by visiting
http://gbsc-usa.com/eligibility/Denbury to complete the eligibility
process.
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.
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, Senior Vice President and Chief Financial Officer, 972.673.2000
Ross M. Campbell, Manager of Investor Relations, 972.673.2825
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