Denbury accepts tenders for two series of 7½% senior notes, gets consents for amendments

By Marisa Wong

Madison, Wis., Feb. 17 - Denbury Resources Inc. said that it has accepted for purchase its outstanding 7½% senior subordinated notes due 2015 and the outstanding 7½% senior subordinated notes due 2013 issued by Denbury Resources and Denbury Onshore, LLC that were tendered by 5 p.m. ET on Feb. 16, the consent payment deadline of the company's previously announced cash tender offers and consent solicitation.

As of the consent payment deadline, $169,482,000 principal amount, or 75.3%, of the $225 million outstanding 2013 notes and $220,882,000 principal amount, or 73.6%, of the $300 million outstanding 2015 notes were tendered. Payment for the purchased notes was made on Feb. 17.

Based on the amount of notes tendered and accepted for purchase, the company received a sufficient number of consents to adopt the proposed amendments to the indentures governing the notes and effected a supplemental indenture on Feb. 17. The amendments have eliminated most of the restrictive covenants and certain events of default in each indenture.

For each $1,000 principal amount, Denbury paid $1,041.25 for the 2015 notes and $1,006.25 for the 2013 notes. The total payment for each $1,000 of notes includes a $15.00 consent premium for notes tendered by the consent payment deadline.

Denbury also paid accrued interest to but excluding the payment date.

The tender offers began on Feb. 3 and will expire at 11:59 p.m. ET on March 3.

As previously reported, the offers were conditioned upon securing proceeds of at least $350 million from an offering of new senior subordinated notes. Denbury announced that it closed the sale of $400 million of 6 3/8% senior subordinated notes due 2021 on Feb. 17.

Denbury said it called for redemption all of the remaining 2013 notes and 2015 notes. The redemption date for the 2013 notes is April 1, and holders will receive par. There will not be accrued interest on the 2013 notes. The redemption date for the 2015 notes is March 21, and holders will receive $1,037.50 per $1,000 of 2015 notes, plus accrued interest up to the redemption date.

Bank of America Merrill Lynch (888 292-0070 or 980 388-9217) was the dealer manager and solicitation agent. MacKenzie Partners, Inc. (800 322-2885 or 212 929-5500) is the information agent.

Denbury is a Plano, Texas-based oil and natural gas company.

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