Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
The board declared a quarterly dividend of $0.0625 per share, payable 29 September 2015 to holders of record on 25 August 2015. This turned out to be the last dividend before the suspension announced on 21 September 2015.
The board declared a quarterly dividend of $0.0625 per share, payable 30 June 2015 to holders of record on 26 May 2015. The amount is unchanged. This filing is signed by General Counsel James S. Matthews rather than Alan Rhoades.
Denbury replaced its bank credit agreement, which was due to mature in May 2016, with a new secured revolving facility from JPMorgan Chase and other lenders that runs to 9 December 2019. It has a $3.5 billion maximum size and $3.0 billion initial borrowing base, but lender commitments stay at $1.6 billion, and it carries covenants including debt to EBITDAX below 4.25 to 1. The company's press release says drawn borrowing costs fall by 25 basis points.
The board declared a quarterly dividend of $0.0625 per share, payable 30 December 2014 to holders of record on 25 November 2014. The amount is unchanged.
The board declared another quarterly dividend of $0.0625 per share, payable 30 September 2014 to holders of record on 26 August 2014. The amount is unchanged.
Denbury closed the $1.25 billion 5½% Senior Subordinated Notes due 2022 on 30 April 2014 and used the proceeds to buy about $815 million (roughly 82%) of the 8¼% notes due 2020 that were tendered by the deadline. It also called the rest for redemption on 30 May 2014 and discharged that indenture; remaining proceeds are to reduce bank credit facility borrowings and for general corporate purposes. This completes the refinancing announced on 17 April.
The board declared the regular quarterly dividend of $0.0625 per share, payable 24 June 2014 to holders of record on 27 May 2014. This is the same amount as the dividend declared in January 2014.
Denbury agreed to sell $1.25 billion of 5½% Senior Subordinated Notes due 2022 (closing expected 30 April 2014) and launched a cash tender offer for all $996.273 million of its 8¼% Senior Subordinated Notes due 2020, paying for the purchase with the new notes' proceeds. It also amended its bank credit agreement (15 April 2014) to raise the cap on additional permitted subordinated debt from $650 million to $1.15 billion. Any 8¼% notes not tendered are to be redeemed with the new proceeds, so this refinances existing debt rather than adding new borrowing capacity by itself.
Denbury closed the $1.2 billion 4 5/8% notes due 2023 on 5 February 2013. It accepted about $191.7 million of the 9¾% notes (about 45%) and $186.6 million of the 9½% notes (about 83%) tendered early. It also called the remaining 9¾% notes for redemption on 7 March 2013 at $1,048.75 per $1,000, and stripped most restrictive covenants from the 9½% notes' indenture. This completes the refinancing started on 22 January; the tender offers stay open until 19 February 2013 unless extended.
On 22 January 2013 Denbury agreed to sell $1.2 billion of 4.625% senior subordinated notes due 2023 and launched cash offers to buy back its 9¾% notes ($426.4 million) and 9½% notes ($224.9 million), both due 2016. Proceeds will fund the buybacks, then repay bank credit facility borrowings, then general corporate purposes.
On 14 January 2013 Denbury agreed to buy producing Cedar Creek Anticline properties in Montana and North Dakota from ConocoPhillips' subsidiary for $1.05 billion in cash. It plans to pay from the ExxonMobil Bakken sale proceeds held in trust accounts. Closing is expected near the end of the first quarter of 2013, subject to due diligence and antitrust clearance.
26 Dec 2012asset acquisition disposition● NeutralMajor
The second and final closing of the ExxonMobil exchange took place on 21 December 2012, finishing the Bakken sale. For the retained 17.5% Bakken interest, Denbury took about one-third of ExxonMobil's CO2 reserves in the LaBarge Field in Wyoming plus residual cash, rather than the withheld $350 million. This resolves the open question from the first closing; a substantial part of the cash remains in trust accounts for possible tax-deferred purchases.
6 Dec 2012asset acquisition disposition● NeutralMajor
The ExxonMobil Bakken exchange was split in two; the first closing on 30 November 2012 gave Denbury about $1.3 billion in cash plus the Webster and Hartzog Draw interests. Denbury kept about 17.5% of its Bakken interest, and ExxonMobil withheld $350 million, to be settled in a second closing for either a share of ExxonMobil's LaBarge Field CO2 reserves or the cash. Denbury expects no gain or loss on the sale and has put much of the cash in trust accounts for possible tax-deferred acquisitions.
Denbury's subsidiary agreed on 19 September 2012 to give ExxonMobil its Bakken assets in North Dakota and Montana for $1.6 billion in cash (before adjustments) plus ExxonMobil's operating interests in Webster Field (Texas) and Hartzog Draw Field (Wyoming). Closing needs due diligence, lender approval and antitrust clearance, and was expected late in the fourth quarter of 2012.
