22 Nov 2023listing compliance notice▼ BadMajor
DENBURY INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 Nov 2023business combination▲ GoodMajor
The Exxon merger closed on 2 Nov 2023: Denbury is now a wholly owned Exxon subsidiary, and every Denbury share was cancelled and converted into 0.840 Exxon share plus cash for fractions. Denbury's stock stopped trading on the NYSE before the open on 2 Nov, the revolving credit facility was paid off and terminated, all eight directors resigned and officers left their roles, and Denbury intends to file Form 15 to end its SEC reporting. This resolves the merger, vote, delisting and credit-facility threads.
2 Nov 2023listing compliance notice● NeutralMajor
DENBURY INC's exchange filed to remove a class of its securities from listing.
30 Oct 2023material agreement● Neutral
On 27 Oct 2023 Denbury signed a Fourth Amendment to its 18 Sep 2020 revolving credit facility with JPMorgan Chase as agent, to accommodate provisions tied to the pending Exxon acquisition. The filing does not state what the changes are. It also confirms Exxon's Form S-4 became effective on 29 Sep 2023 and the proxy was mailed that day.
29 Sept 2023business combination▲ GoodMajor
Denbury sent shareholders the final proxy statement/prospectus for the Exxon merger, with a special meeting on 31 Oct 2023 (record date 27 Sep 2023). Each Denbury share would get 0.840 Exxon share, worth about $100.35 at Exxon's $119.47 close on 28 Sep 2023, a roughly 14.36% premium to Denbury's $87.75 close on 12 Jul 2023; the board unanimously recommends a vote in favour, and approval needs a majority of outstanding shares. This continues the pending merger and moves it to the shareholder vote.
31 July 2023material agreement● Neutral
This amendment repeats the 13 Jul 2023 Exxon merger filing solely to correct the exhibit number for the merger agreement to Exhibit 2.1. No terms of the deal changed.
14 July 2023business combination▲ GoodMajor
Denbury's merger agreement with Exxon Mobil gives each Denbury share 0.840 Exxon shares (cash for fractions), with existing Denbury shares cancelled at closing. Closing needs Denbury shareholder approval, US antitrust (HSR) clearance, an effective Form S-4 and NYSE listing of the new shares; either side can walk away after 13 Jul 2024 (extendable to 13 Jan 2025 if only regulatory approvals are missing). Denbury owes Exxon a $144m fee if it changes its recommendation or takes a superior proposal, and Exxon owes Denbury $144m if it terminates over a 'Specified Pipeline Event'. The deal is pending, so the equity outcome is not yet final.
13 July 2023business combination● NeutralMajor
On 13 Jul 2023 Denbury agreed to be acquired by Exxon Mobil Corporation through a merger in which Denbury would survive as a wholly owned subsidiary of Exxon. This filing is the announcement notice (with a joint press release); the deal terms are in the companion filing, and the deal still needs shareholder and regulatory approval.
12 Apr 2021listing compliance notice▼ Bad
DENBURY INC withdrew a registration statement, abandoning the offering it covered.
4 Nov 2020debt financing▲ GoodMajor
After emerging from bankruptcy, Denbury bought back two CO2 pipelines from Genesis Energy on 30 Oct 2020: the Northeast Jackson Dome pipeline for $70m (paid as four $17.5m quarterly instalments through 31 Oct 2021, via a secured promissory note) and the Free State pipeline for $22.5m paid at once. This settles the old pipeline financing lease listed as accelerated debt in the bankruptcy; the company says remaining obligations for these arrangements fell by about $25m to about $91m, partly due to fresh start accounting applied 18 Sep 2020.
18 Sept 2020listing compliance notice▲ GoodMajor
the exchange certified DENBURY INC's securities for listing, clearing them to begin trading.
4 Sept 2020bankruptcy or receivership▼ BadMajor
On 2 September 2020 the bankruptcy court confirmed Denbury's Chapter 11 plan. When the plan takes effect, all existing common stock (507,063,311 shares at 31 July 2020) will be cancelled and existing debt discharged. Second lien holders receive 95% of the new stock and convertible holders 5% plus Series A Warrants; existing shareholders get only a share of 45.45% of the Series B Warrants. The company targets the effective date of 16 September 2020 but gives no assurance. Bank lenders are to be paid in full or left unimpaired, and a management incentive plan of up to 10% of new equity is to be adopted.
17 Aug 2020listing compliance notice● NeutralMajor
DENBURY INC's exchange filed to remove a class of its securities from listing.
6 Aug 2020security holder rights change● Neutral
On 4 August 2020, with court approval, Denbury entered a debtor-in-possession credit agreement of up to $615m with JPMorgan as agent, maturing 30 July 2021. $185m of pre-bankruptcy bank loans were rolled into it, and Denbury started repaying all but $35m of the amounts borrowed using excess cash. Separately, on 31 July the court approved procedures restricting transfers of the stock by holders of at least 4.5% of shares, to preserve tax losses; violating them is void and may be sanctioned.
5 Aug 2020listing compliance notice▼ BadMajor
On 31 July 2020, because of the Chapter 11 filing, the NYSE began delisting proceedings and suspended trading of Denbury's common stock. The stock began trading on the OTC Pink market as DNRCQ the same day. Denbury does not intend to appeal. This ends the earlier below-$1.00 listing issue, since the stock is leaving the NYSE regardless, and the company says the OTC market is more limited and likely less liquid.
31 July 2020bankruptcy or receivership▼ BadMajor
On 30 July 2020 Denbury and all its wholly owned subsidiaries filed voluntary Chapter 11 petitions in the Southern District of Texas, as contemplated by the earlier support agreement, and will keep operating as debtors-in-possession. The filing is an event of default that accelerated the company's debt, including $230.0m of bank borrowings plus $94.7m of letters of credit, $584.7m of 9% second lien notes, $455.7m of 9¼% second lien notes, $531.8m of 7¾% second lien notes, $225.7m of 6⅜% convertible notes and the subordinated notes, though enforcement is automatically stayed. The company warns that trading in its securities is highly speculative and prices may bear little relation to any recovery.
29 July 2020material agreement▼ BadMajor
On 28 July 2020 Denbury signed a Restructuring Support Agreement with its bank lenders (100%), and holders of about 67.2% of its second lien notes and about 70.8% of its 6⅜% convertible notes, to restructure through a prepackaged Chapter 11 plan. Under the plan, second lien holders get 95% of the new stock and convertible holders get 5% plus Series A Warrants. Existing shareholders would receive only a share of 45.45% of the Series B Warrants, and only if both the subordinated notes class and the existing equity class vote to accept. The bank lenders agreed to provide up to $615m of debtor-in-possession financing that would roll into an exit facility. This follows the skipped June interest payment and the 'strategic alternatives' review, which have now resolved into this filing-for-bankruptcy route.
30 June 2020debt financing▼ BadMajor
On 26 June 2020 Denbury signed an Eighth Amendment to its bank credit agreement. It reaffirmed the $615m borrowing base but temporarily cut maximum availability to $275m plus outstanding letters of credit (up to $100m) until the fall 2020 redetermination, and added temporary dollar limits on certain covenant baskets. Denbury also chose not to pay the roughly $8m interest due 30 June 2020 on its 6⅜% convertible notes due 2024 'to evaluate certain strategic alternatives', none implemented yet. A 30-day grace period applies before it becomes an event of default. It drew $200m on the credit facility on 29 June as a precaution, leaving $265m borrowed and about $95m of letters of credit. Skipping the interest payment and drawing the facility is a negative signal for shareholders and raises the risk to their position; the filing does not say what the alternatives are.
6 Mar 2020listing compliance notice▼ BadMajor
On 5 March 2020 the NYSE told Denbury its average share price over 30 trading days was below $1.00, the minimum for listing. Denbury has six months to cure, and says it is considering options including a reverse stock split, which needs board and stockholder approval. The shares keep trading as DNR with a '.BC' (below compliance) marker, and the company says the notice does not trigger any violation of its debt obligations. Failure to cure could lead to delisting.
25 Nov 2019capital raising announcement● Neutral
On 22 November 2019 Denbury agreed to issue 15,150,000 common shares and pay $2.95m cash for $8.75m of 5½% 2022 and $25.361m of 4⅝% 2023 subordinated notes. This is another round of the same share-for-debt exchanges and is the largest share issuance of the series so far, so it dilutes existing shareholders further.
15 Nov 2019capital raising announcement● Neutral
Between 11 and 14 November 2019 Denbury agreed to issue 9,447,217 common shares and pay $2,270,850 cash for $3.071m of 5½% 2022 and $21.077m of 4⅝% 2023 subordinated notes. This continues the October pattern of swapping sub notes for shares and some cash, and adds further dilution for existing shareholders.
17 Oct 2019capital raising announcement● NeutralMajor
Between 7 and 16 October 2019 Denbury agreed to issue 13,690,000 common shares and pay $5.8m cash for $13.2m of 5½% 2022 and $29.3m of 4⅝% 2023 subordinated notes. It also bought back $11.3m of 2022 notes on the open market for about $5.4m. In total it retired $53.8m (about 15%) of its $357.8m of sub notes outstanding at 30 June 2019, for about $11.2m cash plus the new shares. This continues the debt-reduction exchanges, now paid partly in stock, which dilutes existing shareholders. The company says it may do more but is not obliged to.
2 July 2019debt financing● Neutral
On 1 July 2019 Denbury did the final settlement of the second lien exchange, accepting about $4.0m of old 7½% second lien notes for about $3.8m of new 7¾% second lien notes. Including the June settlement, the totals are $152.2m of 2021 sub notes, $219.9m of 2022 sub notes, $96.3m of 2023 sub notes and $429.4m of old second liens exchanged for about $120.0m cash, $531.8m new second liens and $245.5m new 6⅜% convertibles. This closes out the June 2019 exchange; the remainder of the filing is collateral paperwork.
24 June 2019capital raising announcement● NeutralMajor
On 19 June 2019 Denbury settled the early-participation part of the exchange announced 3 June. It accepted about $152.2m of 6⅜% 2021 sub notes, $219.9m of 5½% 2022 sub notes, $96.3m of 4⅝% 2023 sub notes and $425.4m of old 7½% second lien notes. In return it issued about $528.0m of new 7¾% second lien notes due 2024 and $245.5m of new 6⅜% convertible notes due 2024, and paid about $120.0m cash. The new convertibles convert at 370 shares per $1,000 and auto-convert if the share price stays at or above $2.43 (10 of 15 trading days), so shareholders face possible dilution (the earlier context put the maximum at ~92m shares). This completes the pending exchange's main settlement; the filing text was truncated after the convertible terms.
3 June 2019capital raising announcement● NeutralMajor
On 3 June 2019 Denbury announced private exchange agreements and public exchange offers to swap its 6⅜% subordinated notes due 2021, 5½% subordinated notes due 2022 and 7½% second lien notes due 2024 for new 7¾% second lien notes due 2024, new 6⅜% convertible notes due 2024, or cash. The private deals cover about $44.8m of 2021 notes, $93.1m of 2022 notes and $96.3m of 4⅝% 2023 notes for about $48.5m cash, $36.6m new second lien notes and $149.1m new convertible notes, plus $168.0m of old second liens for the same amount of new second liens. The new convertibles convert at 370 shares per $1,000 (about $2.70 per share), with up to about 92 million shares possible, so this could dilute shareholders if the notes convert. This continues the earlier pattern of note exchanges; closing depends on the exchange offers completing.
22 Mar 2019business combination● NeutralMajor
Denbury and Penn Virginia mutually terminated their 28 Oct 2018 merger agreement on 21 March 2019 and released each other from claims. Denbury's CEO cited difficult market conditions since announcement and opposition from some Penn Virginia shareholders making the required super-majority approval unlikely. The 17 April Denbury stockholder meeting will not happen and neither side owes the other a payment, so the share dilution tied to the deal (up to 191.8m shares) and the authorised share increase will not occur. Management said it expects well over $100 million of free cash flow in 2019 at current oil prices (a forward-looking statement).
19 Mar 2019business combination● Neutral
Denbury and Penn Virginia announced that Penn Virginia record holders must make their choice of merger consideration (cash, shares, or the mixed option) by 5:00 p.m. Eastern on 16 April 2019. This is a procedural step in the pending Penn Virginia deal and adds no new terms. (Superseded days later by the termination of the deal.)
4 Mar 2019business combination● Neutral
Denbury set a special stockholder meeting for 17 April 2019 (record date 19 Feb 2019) to vote on issuing shares to Penn Virginia holders and on raising authorised shares from 600,000,000 to 984,000,000. The definitive joint proxy was filed and mailing began on or about 4 March 2019, following the S-4 becoming effective on 4 Feb 2019. This resolves the earlier open question of meeting dates; the vote was still pending at this point.
16 Jan 2019business combination● Neutral
Denbury filed Amendment No. 1 to its S-4 for the Penn Virginia merger. The deal terms are unchanged ($25.86 cash plus 12.4 shares, $79.80 cash, or 18.3454 shares per Penn Virginia share; cash prorated to $400 million), and the registered maximum remains 191,784,216 shares. Meeting dates are still blank, so shareholder votes have not yet been scheduled in this filing. The visible text shows only an updated fee calculation using a Penn Virginia price of $54.25 (fee $101,694 versus $104,177 originally paid); the rest of the amendment was truncated.
28 Dec 2018business combination▲ GoodMajor
The U.S. Federal Trade Commission granted early termination of the antitrust (Hart-Scott-Rodino) waiting period for the Penn Virginia acquisition on 27 Dec 2018, clearing one of the merger conditions. Denbury now expects completion in the first quarter of 2019, still subject to both companies' shareholder approvals and other customary conditions.