DENBURY RESOURCES INC. (NYSE:DNR) Files An 8-K Entry into a Material Definitive Agreement

DENBURY RESOURCES INC. (NYSE:DNR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement

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On August 13, 2018, Denbury Resources Inc. (the “Company”) entered into a Sixth Amendment (the “Amendment”) to its December 9, 2014 Amended and Restated Credit Agreement among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions party thereto (the “Credit Agreement”), to which, on August 13, 2018, the Amendment increased the amount of Permitted Junior Lien Debt Principal Amount that the Company can incur from $1.2 billion to $1.65 billion outstanding in the aggregate at any one time. The Company currently has $1.07 billion of Permitted Junior Lien Debt outstanding.

Upon the Company’s receipt of proceeds upon the closing of the Offering referenced in Item 8.01 below, the Amendment also will (i)extend the Maturity Date of the Credit Agreement to December 9, 2021, provided that the Maturity Date may occur earlier (between February 2021 and August 2021) if the Company’s 9% Senior Secured Second Lien Notes due 2021 or 6⅜% Senior Subordinated Notes due 2021 are not repaid or refinanced by their respective maturity dates, (ii) require that the Company pay down its outstanding borrowings under the Credit Agreement by not less than $350 million on the closing date of the Offering, (iii) reduce the Borrowing Base and Total Commitments under the Credit Agreement to $615 million in connection with a reduction in the number of Lenders that are party to the Credit Agreement and (iv) add a Consolidated Total Debt to Consolidated EBITDAX financial maintenance covenant with a ratio that is not to exceed 5.25 to 1.0 through December 31, 2020, and 4.50 to 1.0 thereafter through the Maturity Date.

Capitalized terms used in this Item 1.01 and not defined have the respective meanings given to such terms in the Amendment or the Credit Agreement, as applicable. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto. A copy of the press release related to the Amendment is filed as Exhibit 99.1 hereto.

Section 2 – Financial Information

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information regarding the Amendment provided in Item 1.01 above is incorporated by reference in this Item 2.03.

Section 8 – Other Events

Item 8.01 – Other Events

On August 14, 2018, the Company issued a press release announcing the commencement of a private offering (the “Offering”) of $400 million aggregate principal amount of Senior Secured Second Lien Notes due 2024 to those believed to be qualified institutional buyers or who are non-U.S. persons. The Offering is being made upon the terms and subject to the conditions set forth in a confidential preliminary offering memorandum. A copy of the press release related to the Offering is filed as Exhibit 99.2 hereto.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

The following exhibitsare furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number

Description

10.1*

99.1*

99.2*


DENBURY RESOURCES INC Exhibit
EX-10.1 3 dnr-20180813x8kex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1SIXTH AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENTThis SIXTH Amendment to Amended and Restated Credit Agreement (this “Sixth Amendment”) is entered into as of August 13,…
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About DENBURY RESOURCES INC. (NYSE:DNR)

Denbury Resources Inc. is an independent oil and natural gas company. The Company’s operations are focused on two operating areas: the Gulf Coast and Rocky Mountain regions. Its properties with proved and producing reserves in the Gulf Coast region are situated in Mississippi, Texas, Louisiana and Alabama, and in the Rocky Mountain region are situated in Montana, North Dakota and Wyoming. It has estimated proved oil and natural gas reserves of over 288.6 million barrels of oil equivalent (MMBOE). Its primary Gulf Coast carbon dioxide (CO2) source is Jackson Dome, which is located near Jackson, Mississippi. Its mature group of properties includes the initial CO2 field, Little Creek, as well as various other fields, including Brookhaven, Cranfield, Eucutta, Lockhart Crossing, Mallalieu, Martinville, McComb and Soso fields. Its LaBarge Field is located in southwestern Wyoming. It holds interest in LaBarge Field, which consists of over 1.2 trillion cubic feet of proved CO2 reserves.

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