Denbury Announces Covenant Amendment In Its Offers to Exchange Outstanding Senior Subordinated Notes for New 7 1/2% Senior No...
January 12 2016 - 6:30AM
Denbury Resources Inc. (NYSE:DNR) (“Denbury” or the “Company”)
today announced that it has amended the “Limitation on Liens”
covenant in its previously announced 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 newly
issued 7½% Senior Notes due May 15, 2022 (the “New Senior Notes”).
The amendments to the Exchange Offers require
that the New Senior Notes will be equally and ratably secured in
the event that the Company issues debt securities that are secured
by junior liens (such as second or other subordinated liens).
The amendment to the Exchange Offers is set forth in more detail in
a supplement, dated January 12, 2016, to the Company’s offering
memorandum 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”).
The Exchange Offers are subject to, and
conditioned upon, the satisfaction or waiver of conditions set out
in the offering memorandum, as supplemented, and the related letter
of transmittal, each dated December 21, 2015, subject to the
Company’s right to amend or terminate any of the Exchange Offers
prior to the Expiration Time.
The New Senior Notes have not been and will not
be registered under the U.S. Securities Act of 1933, as amended, 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.
The Exchange Offers are extended only to, and
the offering memorandum supplement will be sent only 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, as
amended by the supplement, dated January 12, 2016, and the related
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.
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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