Denbury extends early time in exchange for 9¼% notes, 5% convertibles

New York, Dec. 21 – Denbury Resources Inc. extended the early participation time in its private exchange offers for its $215,144,000 of 6 3/8% senior subordinated notes due 2021, $408,882,000 of 5½% senior subordinated notes due 2022 and $376,501,000 of 4 5/8% senior subordinated notes due 2023.

The early deadline will now be 11:59 p.m. ET on Jan. 5, matching the expiration date of the offer, according to a news release.

It was previously 5 p.m. ET on Dec. 20.

Denbury also said that it will accept all early tenders made before the original early participation time, subject to conditions and any required pro ration.

Withdrawal rights have now expired, and the withdrawal deadline was not extended.

Settlement is planned for Jan. 9.

As announced on Dec. 8, Denbury is offering up to $182 million of new 9¼% senior secured second-lien notes due March 31, 2022 and up to $147 million of new 5% convertible senior notes due Dec. 15, 2023 for the existing notes.

The total exchange value will be as follows, with the notes covered by the exchange listed in order of priority acceptance levels:

• For the 6 3/8% notes, $460 principal amount of new second-lien notes and $340 principal amount of new convertible senior notes;

• For the 5½% notes, $432.50 principal amount of new second-lien notes and $342.50 principal amount of new convertible senior notes; and

• For the 4 5/8% notes, $410 principal amount of new second-lien notes and $340 principal amount of new convertible senior notes.

The total exchange value contains an early premium of $50 principal amount of new second-lien notes for each $1,000 principal amount of notes which was originally only on offer to those who tendered by 5 p.m. ET on Dec. 20. Following Thursday’s announcement, all participants will receive the total exchange value.

Holders also will receive accrued interest to but excluding the settlement date.

The initial settlement date was originally announced for Dec. 22 and final settlement for Jan. 10.

The new second-lien notes will be issued as additional notes under the notes indenture for the $382 million principal amount of new 9¼% senior secured second-lien notes due 2022.

The $182 million principal amount of new second-lien notes being offered in the exchange represents the maximum principal amount of second-lien debt that the company may issue in exchange for the notes under the terms of the indentures of its 9% and 9¼% second-lien notes.

The company expects the second-lien notes to be issued in a qualified reopening and to be fungible with the private exchange second-lien notes.

The new convertible senior notes are convertible into the company’s common stock at any time at a rate of 281.69 shares of common stock per $1,000 principal amount, except that the notes will automatically convert at that same rate if the company’s stock price is at or above $3.55 per share based on a volume-weighted average price for 10 out of 15 consecutive trading days.

The new convertible senior notes will be convertible into a maximum of about 41 million shares.

The offer does not contain a minimum exchange condition.

Tenders may be withdrawn before 5 p.m. ET on Dec. 20.

Holders must be qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S.

As announced Nov. 30, Denbury agreed to exchange about $610 million principal amount of its outstanding senior subordinated notes due 2022 and 2023 under privately negotiated agreements.

In exchange, Denbury issued $466 million principal amount of new notes consisting of $382 million principal amount of 9¼% senior secured second-lien notes due March 31, 2022 and $85 million principal amount of new 3.5% convertible senior notes due March 31, 2024.

Ipreo LLC (888 593-9546, 212 849-3880 exchangeoffer@ipreo.com or https://web1.debtdomain.com/public/denbury/) is the exchange agent and information agent.

Denbury is an oil and natural gas company based in Plano, Texas.

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