DENBURY INC

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.

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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.

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5 May 2016capital raising announcement● NeutralMajor

Denbury agreed privately to swap senior subordinated notes for new 9% Senior Secured Second Lien Notes due 2021 plus common stock. The 3 May deal covers $839.4 million of old notes for $482.9 million of new notes and 33.6 million shares; agreements through 4 May total $922.6 million of old notes for $531.2 million of new notes and 36.9 million shares, expected to close 10 May. For shareholders this means issuing new shares (dilution), while swapping unsecured debt for a smaller amount of secured debt. It follows through on the junior lien debt permission in the April bank amendment. Q1 2016 results in the same filing show a net loss of $185 million ($0.53 per share), including a $95 million gain on debt extinguishment from the note buybacks.

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20 Apr 2016debt financing▼ BadMajor

On 18 April 2016, in the May 2016 borrowing base review, Denbury's bank commitments and borrowing base were cut to $1.05 billion from $1.50 billion, so the two are now equal; the next review is around 1 November 2016. The Third Amendment also lets Denbury issue up to $1.0 billion of junior lien debt to swap for or refinance its existing senior subordinated notes (up to $300 million of proceeds for general purposes), and raises the required mortgaged collateral from 85% to 90% of proved reserve value. The press release says $310.0 million was drawn at 31 March 2016 (up from $175.0 million at year-end 2015), partly to buy back $152.3 million face of subordinated notes for about $55.5 million, and lists oil hedges through Q2 2017. This sets up the note exchanges that follow.

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23 Feb 2016debt financing▼ BadMajor

Denbury signed a Second Amendment to its December 2014 bank credit agreement (JPMorgan Chase as agent) on 17 February 2016, loosening two financial covenants through 31 December 2017: senior secured debt to EBITDAX can now be up to 3.0x (was 2.5x), and EBITDAX to interest must be at least 1.25x (was 2.25x). In return, lender commitments fall from $1.6 billion to $1.5 billion, loan margins rise 75 basis points, the commitment fee rises to 0.50%, borrowing base reviews become twice yearly (May and November), cash is capped at $225 million if more than $250 million is drawn, and buybacks of its senior subordinated notes are capped at $225 million cash. The filing does not state why the changes were sought.

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21 Sept 2015dividend declaration▼ BadMajor

Denbury suspended its $0.0625 quarterly dividend starting with the fourth quarter of 2015, ending the run of payments seen since at least January 2014; the September 29 payment will still be made. The company says this frees about $22 million per quarter ($88 million a year) and cites the low oil price environment and a wish to keep financial strength. The board also reinstated its share buyback program, suspended since November 2014, with about $222 million still authorized and no requirement to use it. The CEO said a dividend is expected to return in future but the timing is uncertain and likely depends on oil prices.

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