Each one in plain English, with the numbers worked through for a shareholder.
3 Nov 2009business combination● NeutralMajor
The definitive Denbury merger agreement set the terms announced days earlier: $15.00 cash plus $35.00 in Denbury stock per Encore share (subject to a collar of 2.0698-2.6336 Denbury shares, or up to 3.7622 shares for all-stock elections), prorated to an overall 70% stock / 30% cash mix, with closing conditioned on both companies' shareholder votes, antitrust clearance and Denbury's financing.
Encore agreed to be acquired by Denbury Resources for about $4.5 billion including debt, with Encore shareholders to receive $50.00 per share in cash and stock -- well above the $31-40 per-share levels its own stock traded at in 2005-2006 -- ending its run as an independent company after the 2008-09 downturn.
Encore raised $225 million issuing new notes due 2016 at 9.50% interest -- far above the 6.0%-7.25% coupons on its 2005 note issues -- reflecting the much higher cost of capital during the 2009 credit crisis.
Encore's lenders raised the interest-rate margins and commitment fees on its credit agreement and set the borrowing base at $900 million, tighter and more expensive terms reflecting the 2008-09 credit crunch and collapsing oil prices.
Neuberger Berman Inc., Neuberger Berman, LLC, Neuberger Berman Management LLC, Neuberger Berman Equity Funds reported a ENCORE ACQUISITION CO shareholding of 2,034,925 shares (3.86% of votes) in a periodic institutional filing.
Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management, Inc., Baron Growth Fund, Ronald Baron reported a ENCORE ACQUISITION CO shareholding of 4,138,663 shares (7.80% of votes) in a periodic institutional filing.