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and not withdrawn prior to 5 p.m. (New York time) on Feb. 4, 2013, pursuant to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tendered and not withdrawn.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
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
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.