Denbury Announces Additional Senior Subordinated Notes Exchange Agreements
May 16 2016 - 6:30AM
Denbury Resources Inc. (NYSE:DNR) (“Denbury” or the “Company”)
today announced that it has entered into privately negotiated
exchange agreements with holders of approximately $135.3 million in
aggregate principal amount of its outstanding senior subordinated
notes (the “Old Notes”) to exchange that principal amount of Old
Notes for approximately $83.8 million in aggregate principal amount
of the Company’s 9% Senior Secured Second Lien Notes due 2021 (the
“New Notes”) and approximately 3.8 million shares of the Company’s
common stock (the “Shares”). The Company expects that the
exchanges will close on May 18, 2016, subject to customary closing
conditions.
Including previously announced exchanges
pursuant to exchange agreements entered into on May 3 and May 4,
2016, and the additional exchanges described above, the Company
will have issued approximately $615.1 million in aggregate
principal amount of New Notes and approximately 40.7 million Shares
in exchange for approximately $175.1 million in aggregate principal
amount of its 6⅜% Senior Subordinated Notes due 2021, approximately
$411.1 million in aggregate principal amount of its 5½% Senior
Subordinated Notes due 2022 and approximately $471.8 million in
aggregate principal amount of its 4⅝% Senior Subordinated Notes due
2023, as reflected in the table below.
Amounts
in millions |
Principal Amount Outstanding
atMarch 31, 2016 |
Principal Amount Covered by Exchange
Agreements |
Pro Forma Principal Amount
Outstanding |
6⅜% Senior Subordinated Notes due 2021 |
$ |
396.0 |
|
$ |
(175.1 |
) |
$ |
220.9 |
|
5½% Senior Subordinated Notes due 2022 |
1,207.7 |
|
(411.1 |
) |
796.6 |
|
4⅝% Senior Subordinated Notes due 2023 |
1,094.0 |
|
(471.8 |
) |
622.2 |
|
9% Senior Secured Second Lien Notes due 2021 |
— |
|
615.1 |
|
615.1 |
|
Total |
$ |
2,697.7 |
|
$ |
(442.9 |
) |
$ |
2,254.8 |
|
The New Notes are senior in right of payment to
Old Notes which remain outstanding and to any other current or
future subordinated indebtedness of the Company. The New
Notes mature on May 15, 2021 and bear interest at a rate of 9% per
annum payable in cash. The New Notes are fully and
unconditionally guaranteed, jointly and severally, by subsidiaries
of the Company representing substantially all of the Company’s
assets, operations and income and will be secured by
second-priority liens on substantially all of the assets that
secure the Company’s senior secured bank credit facility.
The Company has not registered, and does not
currently intend to register, the New Notes or Shares under the
U.S. Securities Act of 1933, as amended, or under any state
securities laws, and the New Notes and Shares will be issued
pursuant to an exemption therefrom. The New Notes and Shares
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.
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, Senior Vice President and Chief Financial Officer,
972.673.2000John Mayer, Investor Relations, 972.673.2383
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