Plano-based Denbury Resources Inc. announced that it has closed its acquisition of Encore Acquisition Company, entered into a new $1.6 billion 24-bank credit facility, and briefly extended its tender offers for Encore senior subordinated notes. With the merger, Denbury becomes one of the largest oil-focused independent oil and natural gas companies in the United States. The combined company will continue to be known as Denbury Resources Incand will be headquartered in Plano.

Merger

The merger closed following approval by the stockholders of both Denbury and Encore at meetings and subsequent completion of closing documentation. In the merger, Denbury issued approximately 134.4 million shares of its common stock and paid approximately $829.4 million in cash to Encore stockholders. The number of Denbury shares issued to Encore public holders represents an exchange ratio of 2.4048 Denbury shares and $15.00 in cash for each previously outstanding share of Encore common stock, based on an overall 30 percent cash and 70 percent stock pro ration of the overall consideration, subject to different ratios for all-cash and all-stock elections made by Encore stockholders. The Denbury shares issued to Encore stockholders will represent approximately 33.9 percent of Denbury's issued and outstanding common stock after the merger, based upon Denbury shares outstanding at January 31.

Trading in Encore's common stock on the New York Stock Exchange terminated after market closed March 9.

New credit facility

Denbury entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and 23 other lenders that are parties thereto. The Credit Agreement provides for an initial borrowing base and aggregate lenders' commitment of $1.6 billion. Denbury anticipates that after draws under the facility to fund the Encore merger, approximately $600 million to $700 million will remain available under the credit facility. Denbury's new bank credit facility is secured by substantially all of its producing oil and natural gas properties.

Tender offers

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 for $600 million aggregate principal amount of three series of outstanding Encore senior subordinated notes. As of 5 p.m. Eastern Time on March 9, tenders and consents had been received with respect to (i) $108,216,000 aggregate principal amount, or 72 percent, of Encore's outstanding 6.25 percent Senior Subordinated Notes due 2014, (ii) $268,801,000 aggregate principal amount, or 90 percent, of Encore's outstanding 6.0 percent Senior Subordinated Notes due 2015, and (iii) $123,515,000 aggregate principal amount, or 82 percent, of Encore's outstanding 7.25 percent Senior Subordinated Notes due 2017. Denbury announced that the original expiration of the cash tender offers and consent solicitations set for 5 p.m., Eastern Time on March 9 for notes of these series has been extended until 10 a.m., Eastern Time on March 10. The purchase of tendered notes will be financed with a portion of the net proceeds from Denbury's $1.0 billion of 8¼ percent 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 percent 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 percent 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 percent of face value of its 8¼ percent notes, plus interest accrued and unpaid to but not including the date of redemption.

In the merger, J.P. Morgan Securities Inc. acted as exclusive financial advisor to Denbury and Barclays Capital Inc. acted as exclusive financial advisor to Encore. Baker & Hostetler LLP acted as counsel to Denbury, and Baker Botts L.L.P. and Latham & Watkins LLP as counsel to Encore.