8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1, 2019

DENBURY RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12935	20-0467835
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

5320 Legacy Drive Plano, Texas	75024	(972) 673-2000
(Address of principal executive offices)	(Zip code)	(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.001 per share	DNR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Section 1 – Registrant’s Business and Operations

Item 1.01 – Entry into a Material Definitive Agreement

On July 1, 2019, Denbury Resources Inc. (the “Company”) issued additional 7¾% Senior Secured Second Lien Notes due 2024 (the “New Second Lien Notes”) in final settlement (the “Final Second Lien Note Exchanges”) of its offer to exchange New Second Lien Notes for outstanding 7½% Senior Secured Second Lien Notes due 2024 (the “Old Second Lien Notes”). The Company accepted approximately $4.0 million aggregate principal amount of its Old Second Lien Notes in exchange for issuing approximately $3.8 million aggregate principal amount of New Second Lien Notes.

The Final Second Lien Note Exchanges took place in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The newly issued New Second Lien Notes were issued pursuant to the Indenture dated June 19, 2019 (the “Indenture”) among the Company, the Company’s subsidiaries that are guarantors of the New Second Lien Notes and Wilmington Trust, National Association, as trustee and collateral trustee (the “Collateral Trustee”), the same Indenture covering early participation exchanges of the Company’s second lien notes on June 19, 2019. The Indenture and the New Second Lien Notes are attached as Exhibits 4.1 and 4.2 to the Company’s Current Report on Form 8-K filed on June 24, 2019 (the “Early Participation Form 8-K”), which contains a brief description of their terms.

Collateral Joinders

In connection with the Final Second Lien Note Exchanges, (i) Wilmington Trust, National Association, as representative of the holders of the New Second Lien Notes, and the Collateral Trustee, entered into a collateral trust joinder (the “Collateral Trust Joinder”) pursuant to that certain Collateral Trust Agreement, dated as of May 10, 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time), pursuant to which the Collateral Trustee will receive, hold, administer, maintain, enforce and distribute the proceeds of all liens upon substantially all of the assets (the “Collateral”) that secure the Company’s senior secured bank credit facility (the “Bank Credit Facility”) for the benefit of the holders of the newly issued New Second Lien Notes and other parity lien obligations and (ii) pursuant to the Intercreditor Agreement, dated as of May 10, 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Intercreditor Agreement”), Wilmington Trust, National Association, as representative of the holders of the newly issued New Second Lien Notes, entered into a priority confirmation joinder to the Intercreditor Agreement, as acknowledged by JPMorgan Chase Bank, N.A., as “Priority Lien Agent” and by Wilmington Trust, National Association, as “Second Lien Collateral Trustee,” and as acknowledged and agreed to by the Company (the “Priority Confirmation Joinder”), governing the relationship with respect to the Collateral among holders of the newly issued New Second Lien Notes, holders of other parity lien debt, the lenders under the Bank Credit Facility and holders of other priority lien debt, if any, and holders of the Company’s junior lien debt, if any.

The foregoing descriptions of the Collateral Trust Joinder and Priority Confirmation Joinder are qualified in their entirety by reference to the full text of the joinders attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Section 2 – Financial Information

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above is incorporated herein by reference, insofar as it relates to the creation of direct financial obligations.

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Section 8 – Other Events

Item 8.01 – Other Events

Combining the Final Second Lien Note Exchanges with the settlement of the early participation exchange offers previously described in the Early Participation Form 8-K, since June 19, 2019, the Company accepted exchanges of a total of approximately $152.2 million aggregate principal amount of its 6⅜% Senior Subordinated Notes due 2021, $219.9 million aggregate principal amount of its 5½% Senior Subordinated Notes due 2022, $96.3 million aggregate principal amount of its 4⅝% Senior Subordinated Notes due 2023 and $429.4 million aggregate principal amount of its Old Second Lien Notes in exchange for a total of approximately $120.0 million of cash, $531.8 million aggregate principal amount of New Second Lien Notes and $245.5 million aggregate principal amount of new 6⅜% Convertible Senior Notes due 2024.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description
10.1*	Collateral Trust Joinder, dated as of July 1, 2019, by and between Wilmington Trust, National Association, as Trustee, and Wilmington Trust, National Association, as Collateral Trustee.
10.2*	Priority Confirmation Joinder, dated as of July 1, 2019, by and between JPMorgan Chase Bank, N.A., as Priority Lien Agent, and Wilmington Trust, National Association, as Collateral Trustee.

* Included herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Denbury Resources Inc. (Registrant)
Date: July 2, 2019	By:	/s/ Mark C. Allen
		Mark C. Allen
		Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Collateral Trust Joinder, dated as of July 1, 2019, by and between Wilmington Trust, National Association, as Trustee, and Wilmington Trust, National Association, as Collateral Trustee.
10.2	Priority Confirmation Joinder, dated as of July 1, 2019, by and between JPMorgan Chase Bank, N.A., as Priority Lien Agent, and Wilmington Trust, National Association, as Collateral Trustee.

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EX-10.1

Exhibit 10.1

COLLATERAL TRUST JOINDER - ADDITIONAL DEBT

Reference is made to the Collateral Trust Agreement, dated as of May 10, 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among Denbury Resources Inc., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto, Wilmington Trust, National Association, as Parity Lien Representative of the holders of the Notes (as defined therein), the other Parity Lien Representatives from time to time party thereto and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 3.8of the Collateral Trust Agreement as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being additional Parity Lien Debt under the Collateral Trust Agreement.

1.Joinder. In connection with that certain Indenture, dated as of June 19, 2019, among the Company, the Guarantors party thereto and Wilmington Trust, National Association, as Trustee and as Collateral Trustee, pursuant to which the Company issued an aggregate principal amount of $528,026,000 of 7¾% Senior Secured Second Lien Notes due 2024 on June 19, 2019, and on the date hereof will issue additional 7¾% Senior Secured Second Lien Notes due 2024 in an aggregate principal amount of $3,795,000, the undersigned, Wilmington Trust, National Association, in its capacity as trustee under such Indenture (the “New Representative”), hereby agrees to become party as a Parity Lien Representative under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2. Additional Secured Debt Designation

The undersigned, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative, hereby agrees, for the enforceable benefit of each existing and future holder of Priority Lien Obligations, the Priority Lien Agent, all holders of each current and future Series of Parity Lien Debt, each other current and future Parity Lien Representative and each current and future holder of Parity Lien Obligations and as a condition to being treated as Parity Lien Debt under the Collateral Trust Agreement that:

(a)all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations equally and ratably;

(b)the undersigned and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement and the Intercreditor Agreement, including the provisions relating to the appointment of the Collateral Trustee, the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and

(c)the Collateral Trustee is authorized and instructed to perform its obligations under the Collateral Trust Agreement, the other Parity Lien Security Documents and the Intercreditor Agreement.

3.Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of July 1, 2019.

Wilmington Trust, National Association, solely in its capacity as the New Representative
By:	/s/ Shawn Goffinet
Name:	Shawn Goffinet
Title:	Assistant Vice President

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the New Representative and the holders of the Obligations represented thereby:

Wilmington Trust, National Association, solely in its capacity as Collateral Trustee
By:	/s/ Shawn Goffinet
Name:	Shawn Goffinet
Title:	Assistant Vice President

[Signature Page to Collateral Trust Agreement Joinder – Additional Debt

Denbury Resources Inc.]

EX-10.2

Exhibit 10.2

PRIORITY CONFIRMATION JOINDER

July 1, 2019

Reference is made to the Intercreditor Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Intercreditor Agreement”) between JPMorgan Chase Bank, N.A., as Priority Lien Agent for the Priority Lien Secured Parties (as defined therein), and Wilmington Trust, National Association, as Second Lien Collateral Trustee for the Second Lien Secured Parties (as defined therein) and acknowledged and agreed by Denbury Resources Inc., a Delaware corporation (“Denbury”) and certain of its subsidiaries.

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Intercreditor Agreement. This Priority Confirmation Joinder is being executed and delivered pursuant to Section 4.04(b) of the Intercreditor Agreement as a condition precedent to the debt for which the undersigned is acting as representative being entitled to the rights and subject to the obligations of being Additional Second Lien Obligations under the Intercreditor Agreement.

1. Joinder. In connection with that certain Indenture, dated as of June 19, 2019 among Denbury, the Subsidiary Guarantors party thereto and Wilmington Trust, National Association, as Trustee and as Collateral Trustee, pursuant to which Denbury issued an aggregate principal amount of $528,026,000 of 7¾% Senior Secured Second Lien Notes due 2024 on June 19, 2019, and on the date hereof will issue additional 7¾% Senior Secured Second Lien Notes due 2024 in an aggregate principal amount of $3,795,000, the undersigned, Wilmington Trust, National Association, in its capacity as trustee under such Indenture (the “New Representative”), hereby:

(a)    represents that the New Representative has been authorized to become a party to the Intercreditor Agreement, on behalf of Additional Second Lien Secured Parties under an Additional Second Lien Debt Facility, as a Second Lien Representative under the Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and

(b)    agrees that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows:

Wilmington Trust, National Association

Global Capital Markets

15950 N. Dallas Parkway, Suite 550

Dallas, Texas 75248

Facsimile: 888-316-6238

Attention: Denbury Collateral Trust Administrator

2.    Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt that constitutes an Additional Second Lien Debt Facility for which the undersigned is acting as Second Lien Representative hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that:

(a)    all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by Denbury or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second

1

Lien Debt, and that all such Second Liens will be enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably;

(b)    the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and

(c)    the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Representative appoints the Second Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Trustee of, and directs the Second Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.

3.    Full Force and Effect of Intercreditor Agreement. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

4.    Governing Law and Miscellaneous Provisions. The provisions of Article IX of the Intercreditor Agreement will apply with like effect to this Priority Confirmation Joinder.

5.    Expenses. Denbury agrees to reimburse each Secured Debt Representative for its reasonable out-of-pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Priority Confirmation Joinder to be executed by their respective officers or representatives as of date first written above.

WILMINGTON TRUST, NATIONAL ASSOCIATION, as the New Representative
By:	/s/ Shawn Goffinet
Name:	Shawn Goffinet
Title:	Assistant Vice President

[Signature Page to Priority Confirmation Joinder to Intercreditor Agreement

Denbury Resources Inc.]

The Priority Lien Agent hereby acknowledges receipt of this Priority Confirmation Joinder:

JPMORGAN CHASE BANK, N.A., as Priority Lien Agent
By:	/s/ Michele Jones
Name:	Michele Jones
Title:	Managing Director

[Signature Page to Priority Confirmation Joinder to Intercreditor Agreement

Denbury Resources Inc.]

The Second Lien Collateral Trustee hereby acknowledges receipt of this Priority Confirmation Joinder and agrees to act as Second Lien Collateral Trustee for the New Representative and the holders of the Obligations represented thereby:

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Trustee
By:	/s/ Shawn Goffinet
Name:	Shawn Goffinet
Title:	Assistant Vice President

[Signature Page to Priority Confirmation Joinder to Intercreditor Agreement

Denbury Resources Inc.]

Acknowledged and Agreed to by:
DENBURY RESOURCES INC.
By:	/s/ Mark C. Allen
Name:	Mark C. Allen
Title:	Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Priority Confirmation Joinder to Intercreditor Agreement

Denbury Resources Inc.]