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DENBURY RES INC
Symbol U : DNR
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Denbury Resources accepts early note purchase

2013-02-05 16:19 ET - News Release

Mr. Phil Rykhoek reports

DENBURY ANNOUNCES EARLY ACCEPTANCE OF CASH TENDER OFFERS FOR SENIOR SUBORDINATED NOTES DUE MARCH 2016 AND MAY 2016

Denbury Resources Inc. has exercised its early purchase option and has accepted for purchase the 9.75-per-cent senior subordinated notes due March, 2016, of the company and the 9.5-per-cent senior subordinated notes due May, 2016, of the company, as successor to Encore Acquisition Company, tendered and not withdrawn prior to 5 p.m. (New York time) on Feb. 4, 2013, pursuant to Denbury's previously announced tender offers and consent solicitations.

As of the consent payment deadline, (i) $191,678,000 principal amount of the 9.75-per-cent notes, or approximately 45 per cent of the outstanding 9.75-per-cent notes, and (ii) $186,589,000 principal amount of the 9.5-per-cent notes, or approximately 83 per cent of the outstanding 9.5-per-cent notes, had been validly tendered and not withdrawn. Payment for the notes purchased was made on Feb. 5, 2013.

Based on the amount of 9.75-per-cent notes tendered and accepted for purchase, the company did not receive a sufficient number of consents to adopt the proposed amendments to the indenture governing the 9.75-per-cent notes. The company has waived the required consent condition and the supplemental indenture condition (as such terms are defined in the offer documents) with respect to the 9.75-per-cent notes.

Based on the amount of 9.5-per-cent notes tendered and accepted for purchase, the company received a sufficient number of consents to adopt the proposed amendments to the indenture governing the 9.5-per-cent notes. These amendments were adopted on Feb. 5, 2013, pursuant to a supplemental indenture to the indenture governing the 9.5-per-cent notes, which eliminated most of the restrictive covenants and certain events of default in that indenture.

The tender offers are being made pursuant to the terms and conditions of the offer to purchase and consent solicitation statement, dated as of Jan. 22, 2013, and the related letter of transmittal and consent. The tender offers will expire at 11:59 p.m. (New York time) on Feb. 19, 2013, unless extended by the company.

Bank of America Merrill Lynch has been engaged to act as the exclusive dealer manager and solicitation agent in connection with the tender offers and the consent solicitations. Any questions regarding the terms of the tender offers should be directed to Bank of America Merrill Lynch at 888-292-0070 (toll-free) or 980-387-3907 (collect). Any questions regarding procedures for tendering notes or any request for additional copies of the offer documents should be directed to MacKenzie Partners Inc., the information agent for the tender offers, at 800-322-2885 (toll-free) or 212-929-5500 (collect), or by e-mail.

Denbury also announced that it has called for redemption all of the remaining outstanding 9.75-per-cent notes (Cusip No. 247916-AB-5) in accordance with the terms of those notes. The redemption date for the 9.75-per-cent notes is March 7, 2013, and holders will receive $1,048.75 per $1,000 principal amount of the 9.75-per-cent notes plus the accrued and unpaid interest on the 9.75-per-cent notes to that date.

Denbury further announced that it has closed the sale of $1.2-billion principal amount of its 4-5/8-per-cent senior subordinated notes due 2023.

The offers and the consent solicitations are being made solely by means of the offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the notes or any other securities of the company or any other person, or shall there be any offer or sale of any notes or other securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release also is not a solicitation of consent to the proposed amendments to the indentures and the notes. No recommendation is made as to whether holders of the notes should tender their notes.

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