Denbury Announces Completion Of Acquisition Of Encore, Entry Into New $1.6 Billion Credit Facility And Extension Of Tender Offers For Encore Senior Subordinated Notes
Denbury announced its intention to accept for purchase all of Encore’s senior subordinated notes tendered by holders pursuant to cash tender offers and related consent solicitations commenced on February 8, 2010 for $600 million aggregate principal amount of three series of outstanding Encore senior subordinated notes. As of 5:00 p.m. Eastern Time on March 9, 2010, tenders and consents had been received with respect to (i) $108,216,000 aggregate principal amount, or 72%, of Encore’s outstanding 6.25% Senior Subordinated Notes due 2014, (ii) $268,801,000 aggregate principal amount, or 90%, of Encore’s outstanding 6.0% Senior Subordinated Notes due 2015, and (iii) $123,515,000 aggregate principal amount, or 82%, of Encore’s outstanding 7.25% Senior Subordinated Notes due 2017. Denbury announced that the original expiration of the cash tender offers and consent solicitations set for 5:00 p.m., Eastern Time on March 9, 2010 for notes of these series has been extended until 10:00 a.m., Eastern Time on March 10, 2010. The purchase of tendered notes will be financed with a portion of the net proceeds from Denbury’s $1.0 billion of 8¼% Senior Subordinated Notes Due 2020 sold early last month. Denbury will assume Encore’s position as obligor on the remainder of all Encore senior subordinated notes which remain outstanding, and, in accordance with the applicable indentures, will, within 30 days after consummation of the merger, notify the holders thereof of their right to resell those notes to Denbury at 101% of the face amount thereof.
If the principal amount of the Encore notes purchased pursuant to the tender offers and the subsequent rights of holders to sell the remaining notes to Denbury totals less than $600 million, Denbury will redeem that portion of its 8¼% Senior Subordinated Notes Due 2020 in a principal amount equal to the difference between $600 million and the aggregate principal amount of Encore notes so purchased, at 100% of face value of its 8¼% notes, plus interest accrued and unpaid to but not including the date of redemption.
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