DENBURY RESOURCES INC. (NYSE:DNR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement
The information included in Item 1.02 of this Current Report on Form8-K(this “Current Report”) is incorporated by reference into this Item 1.01 of this Current Report.
Item 1.02 – Termination of a Material Definitive Agreement
As previously disclosed, on October 28, 2018, Denbury Resources Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Penn Virginia Corporation, a Virginia corporation (“Penn Virginia”), Dragon Merger Sub Inc., a Virginia corporation and wholly owned subsidiary of the Company (“Merger Sub”), and DR Sub LLC, a Virginia limited liability company and wholly owned subsidiary of the Company (“DR Sub”), which contemplated that Merger Sub would be merged with and into Penn Virginia (the “Merger”), with Penn Virginia continuing as the surviving entity in the Merger (the “Surviving Corporation”) and, immediately thereafter, the Surviving Corporation would be merged with and into DR Sub, with DR Sub continuing as the surviving entity and a wholly owned subsidiary of the Company.
On March 21, 2019, the Company, Merger Sub, DR Sub and Penn Virginia entered into a Termination Agreement, dated as of March 21, 2019 (the “Termination Agreement”), to which the parties mutually terminated the Merger Agreement and agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby.
The foregoing descriptions of the Merger Agreement, the Termination Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by the actual Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 28, 2018, and by the actual Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report, each of which is incorporated herein by reference.
Section 7 – Regulation FD
Item 7.01 – Regulation FD Disclosure
On March 21, 2019, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
The information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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:
DENBURY RESOURCES INC Exhibit
EX-10.1 2 dnr-20190321x8kex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1TERMINATION AGREEMENTTHIS TERMINATION AGREEMENT (this “Agreement”),…
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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.
