Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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).
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.)
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.
SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, Kenneth L. Settles Jr reported no remaining DENBURY INC shareholding in its periodic institutional filing.
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.
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.
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).