Each one in plain English, with the numbers worked through for a shareholder.
21 Dec 2018business combination● NeutralMajor
Denbury filed the S-4 registration statement for the Penn Virginia merger, registering up to 191,784,216 new Denbury shares, based on 15,466,469 Penn Virginia shares at the 12.4 exchange ratio. Terms match the 28 Oct deal: $25.86 cash plus 12.4 shares, or $79.80 cash, or 18.3454 shares per Penn Virginia share, with total cash prorated to $400 million. Meeting dates are blank; Denbury holders will vote on the share issuance and an increase in authorised shares, and both boards unanimously recommend the deal. For Denbury shareholders, this puts a ceiling on dilution at that share count.
Denbury posted an updated investor presentation titled "Transformational Combination of Denbury & Penn Virginia" for investor meetings on 13-15 Nov 2018. The 8-K text itself adds no new deal terms; it restates the 28 Oct 2018 merger agreement and that an S-4/joint proxy will be filed and shareholder votes are required.
Denbury posted an investor presentation for its third quarter 2018 call, which also updated investors on the Penn Virginia merger agreed on 28 Oct 2018. The filing text itself contains no new deal terms beyond restating that Denbury and Penn Virginia will file an S-4/joint proxy and that shareholder votes are required; the presentation's mentions of Eagle Ford enhanced oil recovery potential are described only as forward-looking.
On 28 Oct 2018 Denbury agreed to acquire Penn Virginia Corporation by merger. Each Penn Virginia share can be exchanged for $25.86 cash plus 12.4 Denbury shares, or $79.80 cash, or 18.3454 Denbury shares, with total cash capped at $400 million via proration. Closing needs approval from both companies' shareholders (including Denbury holders approving the share issuance and an increase in authorised shares), antitrust clearance and an effective S-4, and the deal can be ended if it has not closed by 30 April 2019; a $45 million break fee applies in specified cases for either side. Two Penn Virginia directors would join Denbury's board. For Denbury shareholders this means new share issuance (dilution) and a new asset base, a new thread beyond the debt refinancing.
Denbury closed the second lien notes offering on 21 Aug 2018, issuing $450 million of 7½% Senior Secured Second Lien Notes due Feb 2024 (upsized from the $400 million launched on 14 Aug). The press release says the proceeds repaid all outstanding bank credit facility borrowings and covered fees, with the remainder for general corporate purposes. The new notes rank equally with the existing 2021 and 2022 second lien notes, sit behind the bank facility, and restrict dividends and buybacks. This completes the refinancing launched on 14 Aug and so triggers the amended bank terms (inference: the filing says those take effect on receipt of proceeds).
Denbury amended its bank credit agreement (Sixth Amendment, 13 Aug 2018) to raise the cap on junior-lien debt from $1.2 billion to $1.65 billion, with $1.07 billion currently outstanding, and launched a $400 million offering of new second lien notes due 2024. Once the offering closes, the bank facility's maturity moves to December 2021 (earlier, Feb-Aug 2021, if the 2021 second lien or 6⅜% subordinated notes are not repaid or refinanced), at least $350 million of bank borrowings must be repaid, the borrowing base falls from $1.05 billion to $615 million, and a new total debt/EBITDAX limit of 5.25x applies through 2020 (4.5x after). The company says proceeds will repay substantially all bank borrowings ($410 million at 31 July 2018). This continues the debt reshuffling since the Dec 2017/Jan 2018 exchanges.
11 Jan 2018capital raising announcement● NeutralMajor
A further exchange offer closed on 9 January 2018: about $174.3 million of old 2021, 2022 and 2023 subordinated notes were swapped for about $133.5 million of new notes ($74.1 million of 9¼% second lien notes and $59.4 million of 5% convertibles due 2023). The convertibles could become up to 16.7 million shares. Combined with the December exchanges, debt principal falls by about $184.4 million, rising to about $269 million if the 3½% convertibles convert and about $329 million if the new 5% convertibles also convert. Outstanding subordinated notes are now $203.5 million (2021), $314.6 million (2022) and $308.0 million (2023).
12 Dec 2017capital raising announcement● NeutralMajor
The November exchange closed on 6 December 2017: about $610 million of old subordinated notes were swapped for about $467 million of new notes (~$382 million 9¼% second lien notes due March 2022 and ~$85 million 3½% convertibles due March 2024). The 2022 subordinated notes fall to $409 million and the 2023 notes to $377 million. The new second lien notes share security equally with the 9% 2021 second lien notes, and both new indentures restrict dividends and share buybacks. The convertibles can turn into 38-39 million shares, so existing shareholders may be diluted.
30 Nov 2017capital raising announcement● NeutralMajor
Denbury announced agreements to swap about $610 million of its 5½% 2022 and 4⅝% 2023 subordinated notes for about $466 million of new notes: ~$382 million of 9¼% second lien notes due 2022 and ~$85 million of 3½% convertible notes due 2024. This continues the 2016 pattern of exchanging subordinated debt for secured debt. The convertibles could become 38-39 million new shares (automatic conversion if the stock is at or above $2.65 for 10 of 15 trading days), which would dilute existing holders. Management says debt falls $144 million at closing, or about $228 million if the convertibles fully convert. Closing was expected around 6 December 2017.
Denbury amended its bank credit agreement again (Fourth Amendment, 3 May 2017). The $1.05 billion borrowing base was reaffirmed, the total debt-to-EBITDAX test that was due back in 2018 was dropped, and the senior secured debt limit stays at 3.0x to Q1 2018 then 2.5x. Bank margins rose 0.5 percentage points. Drawn borrowings were $355 million at 31 March 2017 (up from $310.0 million a year earlier), with $72 million of letters of credit. The same filing carries Q1 2017 results: net income $22 million ($0.05 per share) against a $185 million loss a year earlier, though adjusted for special items it was a $7 million loss; production was 59,933 BOE/d. Denbury also bought a ~48% non-operating interest in West Yellow Creek Field, Mississippi for $16 million in March 2017. Next redetermination is around 1 November 2017.
16 May 2016capital raising announcement● NeutralMajor
Denbury agreed a further exchange of about $135.3 million of old subordinated notes for about $83.8 million of new 9% second lien notes and about 3.8 million shares, expected to close 18 May 2016. Counting all exchanges, it will have issued about $615.1 million of new notes and about 40.7 million shares for about $1,058 million of old notes (the $175.1 million, $411.1 million and $471.8 million tranches by maturity). Pro forma total notes outstanding fall to $2,254.8 million from $2,697.7 million at 31 March 2016. This extends the earlier exchanges, with further share dilution.
11 May 2016capital raising announcement● NeutralMajor
On 10 May 2016 Denbury completed the note exchange: $922.5 million of old subordinated notes (6⅜% due 2021, 5½% due 2022, 4⅝% due 2023) were swapped for $531.2 million of new 9% Senior Secured Second Lien Notes due 2021 and 36.9 million new shares. The new notes pay interest each May and November from 15 November 2016, are secured by second liens behind the bank facility, and carry a 101% change-of-control put. The indenture limits dividends and share or subordinated-note repurchases, which bears on the dividend suspended in 2015 and the buyback reinstated in September 2015.
5 May 2016capital raising announcement● NeutralMajor
Denbury agreed privately to swap senior subordinated notes for new 9% Senior Secured Second Lien Notes due 2021 plus common stock. The 3 May deal covers $839.4 million of old notes for $482.9 million of new notes and 33.6 million shares; agreements through 4 May total $922.6 million of old notes for $531.2 million of new notes and 36.9 million shares, expected to close 10 May. For shareholders this means issuing new shares (dilution), while swapping unsecured debt for a smaller amount of secured debt. It follows through on the junior lien debt permission in the April bank amendment. Q1 2016 results in the same filing show a net loss of $185 million ($0.53 per share), including a $95 million gain on debt extinguishment from the note buybacks.
On 18 April 2016, in the May 2016 borrowing base review, Denbury's bank commitments and borrowing base were cut to $1.05 billion from $1.50 billion, so the two are now equal; the next review is around 1 November 2016. The Third Amendment also lets Denbury issue up to $1.0 billion of junior lien debt to swap for or refinance its existing senior subordinated notes (up to $300 million of proceeds for general purposes), and raises the required mortgaged collateral from 85% to 90% of proved reserve value. The press release says $310.0 million was drawn at 31 March 2016 (up from $175.0 million at year-end 2015), partly to buy back $152.3 million face of subordinated notes for about $55.5 million, and lists oil hedges through Q2 2017. This sets up the note exchanges that follow.
Denbury signed a Second Amendment to its December 2014 bank credit agreement (JPMorgan Chase as agent) on 17 February 2016, loosening two financial covenants through 31 December 2017: senior secured debt to EBITDAX can now be up to 3.0x (was 2.5x), and EBITDAX to interest must be at least 1.25x (was 2.25x). In return, lender commitments fall from $1.6 billion to $1.5 billion, loan margins rise 75 basis points, the commitment fee rises to 0.50%, borrowing base reviews become twice yearly (May and November), cash is capped at $225 million if more than $250 million is drawn, and buybacks of its senior subordinated notes are capped at $225 million cash. The filing does not state why the changes were sought.
Denbury suspended its $0.0625 quarterly dividend starting with the fourth quarter of 2015, ending the run of payments seen since at least January 2014; the September 29 payment will still be made. The company says this frees about $22 million per quarter ($88 million a year) and cites the low oil price environment and a wish to keep financial strength. The board also reinstated its share buyback program, suspended since November 2014, with about $222 million still authorized and no requirement to use it. The CEO said a dividend is expected to return in future but the timing is uncertain and likely depends on oil prices.
The board declared a quarterly dividend of $0.0625 per share, payable 29 September 2015 to holders of record on 25 August 2015. This turned out to be the last dividend before the suspension announced on 21 September 2015.
The board declared a quarterly dividend of $0.0625 per share, payable 30 June 2015 to holders of record on 26 May 2015. The amount is unchanged. This filing is signed by General Counsel James S. Matthews rather than Alan Rhoades.
Denbury replaced its bank credit agreement, which was due to mature in May 2016, with a new secured revolving facility from JPMorgan Chase and other lenders that runs to 9 December 2019. It has a $3.5 billion maximum size and $3.0 billion initial borrowing base, but lender commitments stay at $1.6 billion, and it carries covenants including debt to EBITDAX below 4.25 to 1. The company's press release says drawn borrowing costs fall by 25 basis points.
The board declared a quarterly dividend of $0.0625 per share, payable 30 December 2014 to holders of record on 25 November 2014. The amount is unchanged.
The board declared another quarterly dividend of $0.0625 per share, payable 30 September 2014 to holders of record on 26 August 2014. The amount is unchanged.
Denbury closed the $1.25 billion 5½% Senior Subordinated Notes due 2022 on 30 April 2014 and used the proceeds to buy about $815 million (roughly 82%) of the 8¼% notes due 2020 that were tendered by the deadline. It also called the rest for redemption on 30 May 2014 and discharged that indenture; remaining proceeds are to reduce bank credit facility borrowings and for general corporate purposes. This completes the refinancing announced on 17 April.
The board declared the regular quarterly dividend of $0.0625 per share, payable 24 June 2014 to holders of record on 27 May 2014. This is the same amount as the dividend declared in January 2014.
Denbury agreed to sell $1.25 billion of 5½% Senior Subordinated Notes due 2022 (closing expected 30 April 2014) and launched a cash tender offer for all $996.273 million of its 8¼% Senior Subordinated Notes due 2020, paying for the purchase with the new notes' proceeds. It also amended its bank credit agreement (15 April 2014) to raise the cap on additional permitted subordinated debt from $650 million to $1.15 billion. Any 8¼% notes not tendered are to be redeemed with the new proceeds, so this refinances existing debt rather than adding new borrowing capacity by itself.
Denbury closed the $1.2 billion 4 5/8% notes due 2023 on 5 February 2013. It accepted about $191.7 million of the 9¾% notes (about 45%) and $186.6 million of the 9½% notes (about 83%) tendered early. It also called the remaining 9¾% notes for redemption on 7 March 2013 at $1,048.75 per $1,000, and stripped most restrictive covenants from the 9½% notes' indenture. This completes the refinancing started on 22 January; the tender offers stay open until 19 February 2013 unless extended.
On 22 January 2013 Denbury agreed to sell $1.2 billion of 4.625% senior subordinated notes due 2023 and launched cash offers to buy back its 9¾% notes ($426.4 million) and 9½% notes ($224.9 million), both due 2016. Proceeds will fund the buybacks, then repay bank credit facility borrowings, then general corporate purposes.
On 14 January 2013 Denbury agreed to buy producing Cedar Creek Anticline properties in Montana and North Dakota from ConocoPhillips' subsidiary for $1.05 billion in cash. It plans to pay from the ExxonMobil Bakken sale proceeds held in trust accounts. Closing is expected near the end of the first quarter of 2013, subject to due diligence and antitrust clearance.
26 Dec 2012asset acquisition disposition● NeutralMajor
The second and final closing of the ExxonMobil exchange took place on 21 December 2012, finishing the Bakken sale. For the retained 17.5% Bakken interest, Denbury took about one-third of ExxonMobil's CO2 reserves in the LaBarge Field in Wyoming plus residual cash, rather than the withheld $350 million. This resolves the open question from the first closing; a substantial part of the cash remains in trust accounts for possible tax-deferred purchases.
