22 Nov 2023listing compliance notice▼ BadMajor
DENBURY INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 Nov 2023listing compliance notice● NeutralMajor
DENBURY INC's exchange filed to remove a class of its securities from listing.
12 Apr 2021listing compliance notice▼ Bad
DENBURY INC withdrew a registration statement, abandoning the offering it covered.
18 Sept 2020listing compliance notice▲ GoodMajor
the exchange certified DENBURY INC's securities for listing, clearing them to begin trading.
17 Aug 2020listing compliance notice● NeutralMajor
DENBURY INC's exchange filed to remove a class of its securities from listing.
30 June 2020debt financing▼ BadMajor
On 26 June 2020 Denbury signed an Eighth Amendment to its bank credit agreement. It reaffirmed the $615m borrowing base but temporarily cut maximum availability to $275m plus outstanding letters of credit (up to $100m) until the fall 2020 redetermination, and added temporary dollar limits on certain covenant baskets. Denbury also chose not to pay the roughly $8m interest due 30 June 2020 on its 6⅜% convertible notes due 2024 'to evaluate certain strategic alternatives', none implemented yet. A 30-day grace period applies before it becomes an event of default. It drew $200m on the credit facility on 29 June as a precaution, leaving $265m borrowed and about $95m of letters of credit. Skipping the interest payment and drawing the facility is a negative signal for shareholders and raises the risk to their position; the filing does not say what the alternatives are.
6 Mar 2020listing compliance notice▼ BadMajor
On 5 March 2020 the NYSE told Denbury its average share price over 30 trading days was below $1.00, the minimum for listing. Denbury has six months to cure, and says it is considering options including a reverse stock split, which needs board and stockholder approval. The shares keep trading as DNR with a '.BC' (below compliance) marker, and the company says the notice does not trigger any violation of its debt obligations. Failure to cure could lead to delisting.
25 Nov 2019capital raising announcement● Neutral
On 22 November 2019 Denbury agreed to issue 15,150,000 common shares and pay $2.95m cash for $8.75m of 5½% 2022 and $25.361m of 4⅝% 2023 subordinated notes. This is another round of the same share-for-debt exchanges and is the largest share issuance of the series so far, so it dilutes existing shareholders further.
15 Nov 2019capital raising announcement● Neutral
Between 11 and 14 November 2019 Denbury agreed to issue 9,447,217 common shares and pay $2,270,850 cash for $3.071m of 5½% 2022 and $21.077m of 4⅝% 2023 subordinated notes. This continues the October pattern of swapping sub notes for shares and some cash, and adds further dilution for existing shareholders.
17 Oct 2019capital raising announcement● NeutralMajor
Between 7 and 16 October 2019 Denbury agreed to issue 13,690,000 common shares and pay $5.8m cash for $13.2m of 5½% 2022 and $29.3m of 4⅝% 2023 subordinated notes. It also bought back $11.3m of 2022 notes on the open market for about $5.4m. In total it retired $53.8m (about 15%) of its $357.8m of sub notes outstanding at 30 June 2019, for about $11.2m cash plus the new shares. This continues the debt-reduction exchanges, now paid partly in stock, which dilutes existing shareholders. The company says it may do more but is not obliged to.
2 July 2019debt financing● Neutral
On 1 July 2019 Denbury did the final settlement of the second lien exchange, accepting about $4.0m of old 7½% second lien notes for about $3.8m of new 7¾% second lien notes. Including the June settlement, the totals are $152.2m of 2021 sub notes, $219.9m of 2022 sub notes, $96.3m of 2023 sub notes and $429.4m of old second liens exchanged for about $120.0m cash, $531.8m new second liens and $245.5m new 6⅜% convertibles. This closes out the June 2019 exchange; the remainder of the filing is collateral paperwork.
24 June 2019capital raising announcement● NeutralMajor
On 19 June 2019 Denbury settled the early-participation part of the exchange announced 3 June. It accepted about $152.2m of 6⅜% 2021 sub notes, $219.9m of 5½% 2022 sub notes, $96.3m of 4⅝% 2023 sub notes and $425.4m of old 7½% second lien notes. In return it issued about $528.0m of new 7¾% second lien notes due 2024 and $245.5m of new 6⅜% convertible notes due 2024, and paid about $120.0m cash. The new convertibles convert at 370 shares per $1,000 and auto-convert if the share price stays at or above $2.43 (10 of 15 trading days), so shareholders face possible dilution (the earlier context put the maximum at ~92m shares). This completes the pending exchange's main settlement; the filing text was truncated after the convertible terms.
3 June 2019capital raising announcement● NeutralMajor
On 3 June 2019 Denbury announced private exchange agreements and public exchange offers to swap its 6⅜% subordinated notes due 2021, 5½% subordinated notes due 2022 and 7½% second lien notes due 2024 for new 7¾% second lien notes due 2024, new 6⅜% convertible notes due 2024, or cash. The private deals cover about $44.8m of 2021 notes, $93.1m of 2022 notes and $96.3m of 4⅝% 2023 notes for about $48.5m cash, $36.6m new second lien notes and $149.1m new convertible notes, plus $168.0m of old second liens for the same amount of new second liens. The new convertibles convert at 370 shares per $1,000 (about $2.70 per share), with up to about 92 million shares possible, so this could dilute shareholders if the notes convert. This continues the earlier pattern of note exchanges; closing depends on the exchange offers completing.
22 Mar 2019business combination● NeutralMajor
Denbury and Penn Virginia mutually terminated their 28 Oct 2018 merger agreement on 21 March 2019 and released each other from claims. Denbury's CEO cited difficult market conditions since announcement and opposition from some Penn Virginia shareholders making the required super-majority approval unlikely. The 17 April Denbury stockholder meeting will not happen and neither side owes the other a payment, so the share dilution tied to the deal (up to 191.8m shares) and the authorised share increase will not occur. Management said it expects well over $100 million of free cash flow in 2019 at current oil prices (a forward-looking statement).
19 Mar 2019business combination● Neutral
Denbury and Penn Virginia announced that Penn Virginia record holders must make their choice of merger consideration (cash, shares, or the mixed option) by 5:00 p.m. Eastern on 16 April 2019. This is a procedural step in the pending Penn Virginia deal and adds no new terms. (Superseded days later by the termination of the deal.)
4 Mar 2019business combination● Neutral
Denbury set a special stockholder meeting for 17 April 2019 (record date 19 Feb 2019) to vote on issuing shares to Penn Virginia holders and on raising authorised shares from 600,000,000 to 984,000,000. The definitive joint proxy was filed and mailing began on or about 4 March 2019, following the S-4 becoming effective on 4 Feb 2019. This resolves the earlier open question of meeting dates; the vote was still pending at this point.
16 Jan 2019business combination● Neutral
Denbury filed Amendment No. 1 to its S-4 for the Penn Virginia merger. The deal terms are unchanged ($25.86 cash plus 12.4 shares, $79.80 cash, or 18.3454 shares per Penn Virginia share; cash prorated to $400 million), and the registered maximum remains 191,784,216 shares. Meeting dates are still blank, so shareholder votes have not yet been scheduled in this filing. The visible text shows only an updated fee calculation using a Penn Virginia price of $54.25 (fee $101,694 versus $104,177 originally paid); the rest of the amendment was truncated.
28 Dec 2018business combination▲ GoodMajor
The U.S. Federal Trade Commission granted early termination of the antitrust (Hart-Scott-Rodino) waiting period for the Penn Virginia acquisition on 27 Dec 2018, clearing one of the merger conditions. Denbury now expects completion in the first quarter of 2019, still subject to both companies' shareholder approvals and other customary conditions.
21 Dec 2018business combination● NeutralMajor
Denbury filed the S-4 registration statement for the Penn Virginia merger, registering up to 191,784,216 new Denbury shares, based on 15,466,469 Penn Virginia shares at the 12.4 exchange ratio. Terms match the 28 Oct deal: $25.86 cash plus 12.4 shares, or $79.80 cash, or 18.3454 shares per Penn Virginia share, with total cash prorated to $400 million. Meeting dates are blank; Denbury holders will vote on the share issuance and an increase in authorised shares, and both boards unanimously recommend the deal. For Denbury shareholders, this puts a ceiling on dilution at that share count.
13 Nov 2018business combination● Neutral
Denbury posted an updated investor presentation titled "Transformational Combination of Denbury & Penn Virginia" for investor meetings on 13-15 Nov 2018. The 8-K text itself adds no new deal terms; it restates the 28 Oct 2018 merger agreement and that an S-4/joint proxy will be filed and shareholder votes are required.
8 Nov 2018business combination● Neutral
Denbury posted an investor presentation for its third quarter 2018 call, which also updated investors on the Penn Virginia merger agreed on 28 Oct 2018. The filing text itself contains no new deal terms beyond restating that Denbury and Penn Virginia will file an S-4/joint proxy and that shareholder votes are required; the presentation's mentions of Eagle Ford enhanced oil recovery potential are described only as forward-looking.
29 Oct 2018business combination● NeutralMajor
On 28 Oct 2018 Denbury agreed to acquire Penn Virginia Corporation by merger. Each Penn Virginia share can be exchanged for $25.86 cash plus 12.4 Denbury shares, or $79.80 cash, or 18.3454 Denbury shares, with total cash capped at $400 million via proration. Closing needs approval from both companies' shareholders (including Denbury holders approving the share issuance and an increase in authorised shares), antitrust clearance and an effective S-4, and the deal can be ended if it has not closed by 30 April 2019; a $45 million break fee applies in specified cases for either side. Two Penn Virginia directors would join Denbury's board. For Denbury shareholders this means new share issuance (dilution) and a new asset base, a new thread beyond the debt refinancing.
22 Aug 2018debt financing● NeutralMajor
Denbury closed the second lien notes offering on 21 Aug 2018, issuing $450 million of 7½% Senior Secured Second Lien Notes due Feb 2024 (upsized from the $400 million launched on 14 Aug). The press release says the proceeds repaid all outstanding bank credit facility borrowings and covered fees, with the remainder for general corporate purposes. The new notes rank equally with the existing 2021 and 2022 second lien notes, sit behind the bank facility, and restrict dividends and buybacks. This completes the refinancing launched on 14 Aug and so triggers the amended bank terms (inference: the filing says those take effect on receipt of proceeds).
14 Aug 2018debt financing● NeutralMajor
Denbury amended its bank credit agreement (Sixth Amendment, 13 Aug 2018) to raise the cap on junior-lien debt from $1.2 billion to $1.65 billion, with $1.07 billion currently outstanding, and launched a $400 million offering of new second lien notes due 2024. Once the offering closes, the bank facility's maturity moves to December 2021 (earlier, Feb-Aug 2021, if the 2021 second lien or 6⅜% subordinated notes are not repaid or refinanced), at least $350 million of bank borrowings must be repaid, the borrowing base falls from $1.05 billion to $615 million, and a new total debt/EBITDAX limit of 5.25x applies through 2020 (4.5x after). The company says proceeds will repay substantially all bank borrowings ($410 million at 31 July 2018). This continues the debt reshuffling since the Dec 2017/Jan 2018 exchanges.
11 Jan 2018capital raising announcement● NeutralMajor
A further exchange offer closed on 9 January 2018: about $174.3 million of old 2021, 2022 and 2023 subordinated notes were swapped for about $133.5 million of new notes ($74.1 million of 9¼% second lien notes and $59.4 million of 5% convertibles due 2023). The convertibles could become up to 16.7 million shares. Combined with the December exchanges, debt principal falls by about $184.4 million, rising to about $269 million if the 3½% convertibles convert and about $329 million if the new 5% convertibles also convert. Outstanding subordinated notes are now $203.5 million (2021), $314.6 million (2022) and $308.0 million (2023).
12 Dec 2017capital raising announcement● NeutralMajor
The November exchange closed on 6 December 2017: about $610 million of old subordinated notes were swapped for about $467 million of new notes (~$382 million 9¼% second lien notes due March 2022 and ~$85 million 3½% convertibles due March 2024). The 2022 subordinated notes fall to $409 million and the 2023 notes to $377 million. The new second lien notes share security equally with the 9% 2021 second lien notes, and both new indentures restrict dividends and share buybacks. The convertibles can turn into 38-39 million shares, so existing shareholders may be diluted.
30 Nov 2017capital raising announcement● NeutralMajor
Denbury announced agreements to swap about $610 million of its 5½% 2022 and 4⅝% 2023 subordinated notes for about $466 million of new notes: ~$382 million of 9¼% second lien notes due 2022 and ~$85 million of 3½% convertible notes due 2024. This continues the 2016 pattern of exchanging subordinated debt for secured debt. The convertibles could become 38-39 million new shares (automatic conversion if the stock is at or above $2.65 for 10 of 15 trading days), which would dilute existing holders. Management says debt falls $144 million at closing, or about $228 million if the convertibles fully convert. Closing was expected around 6 December 2017.
4 May 2017debt financing● NeutralMajor
Denbury amended its bank credit agreement again (Fourth Amendment, 3 May 2017). The $1.05 billion borrowing base was reaffirmed, the total debt-to-EBITDAX test that was due back in 2018 was dropped, and the senior secured debt limit stays at 3.0x to Q1 2018 then 2.5x. Bank margins rose 0.5 percentage points. Drawn borrowings were $355 million at 31 March 2017 (up from $310.0 million a year earlier), with $72 million of letters of credit. The same filing carries Q1 2017 results: net income $22 million ($0.05 per share) against a $185 million loss a year earlier, though adjusted for special items it was a $7 million loss; production was 59,933 BOE/d. Denbury also bought a ~48% non-operating interest in West Yellow Creek Field, Mississippi for $16 million in March 2017. Next redetermination is around 1 November 2017.
16 May 2016capital raising announcement● NeutralMajor
Denbury agreed a further exchange of about $135.3 million of old subordinated notes for about $83.8 million of new 9% second lien notes and about 3.8 million shares, expected to close 18 May 2016. Counting all exchanges, it will have issued about $615.1 million of new notes and about 40.7 million shares for about $1,058 million of old notes (the $175.1 million, $411.1 million and $471.8 million tranches by maturity). Pro forma total notes outstanding fall to $2,254.8 million from $2,697.7 million at 31 March 2016. This extends the earlier exchanges, with further share dilution.
11 May 2016capital raising announcement● NeutralMajor
On 10 May 2016 Denbury completed the note exchange: $922.5 million of old subordinated notes (6⅜% due 2021, 5½% due 2022, 4⅝% due 2023) were swapped for $531.2 million of new 9% Senior Secured Second Lien Notes due 2021 and 36.9 million new shares. The new notes pay interest each May and November from 15 November 2016, are secured by second liens behind the bank facility, and carry a 101% change-of-control put. The indenture limits dividends and share or subordinated-note repurchases, which bears on the dividend suspended in 2015 and the buyback reinstated in September 2015.