Item 1.01 - Entry into a Material Definitive Agreement

As previously announced, on July 30, 2020 (the "Petition Date"), Denbury Resources Inc. (the "Company" or "Denbury") and its wholly-owned subsidiaries (together with the Company, the "Debtors") filed petitions for voluntary relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Debtors' Chapter 11 cases are being jointly administered under the caption In re Denbury Resources Inc., et al (the "Chapter 11 Cases").

On August 4, 2020, in connection with the Chapter 11 Cases, having been granted the approval of the Bankruptcy Court, the Debtors entered into a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement"), by and among the Company, as Borrower, the Company's subsidiaries party thereto, as guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and the letter of credit issuer, in an aggregate amount not to exceed $615 million that will be used to finance the ongoing general corporate needs of the Debtors during the course of the Chapter 11 Cases. In connection with the closing of the DIP Credit Agreement, $185 million of pre-petition loans outstanding under the Company's pre-petition credit facility were deemed "rolled up" into the DIP Credit Agreement, and with excess cash on hand the Debtors have initiated a repayment of all but $35 million of amounts borrowed under the DIP Credit Agreement. The maturity date of the DIP Credit Agreement is July 30, 2021.

The DIP Credit Agreement contains events of default customary to debtor-in-possession financings, the occurrence of which could result in the acceleration of the Debtors' obligation to repay the outstanding indebtedness under the DIP Credit Agreement. The Debtors' obligations under the DIP Credit Agreement will be secured by a security interest in, and lien on, substantially all property (whether tangible, intangible, real, personal or mixed) of the Debtors and will be guaranteed by all of the Company's subsidiaries.

The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the DIP Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

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 by reference into this Item 2.03.

Item 3.03 - Material Modification to Rights of Security Holders

On July 31, 2020, in connection with the Chapter 11 Cases, the Bankruptcy Court entered orders granting the Debtors relief on several motions filed by the Debtors, including the Final Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock, and (II) Granting Related Relief [Docket No. 62] (the "Order"). The Order is designed to assist the Debtors in preserving certain of their tax attributes, including its net operating losses, by establishing the procedures (including notice requirements) that certain stockholders and potential stockholders must comp




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ly with regarding transfers of the Company's common stock (the "Procedures"). The Procedures restrict certain transactions involving, and require notices of the holdings of and proposed transactions by, any person or entity that is or, as a result of such a transaction, would become a Substantial Shareholder (as defined below) of the Company's common stock. For purposes of the Procedures, a "Substantial Shareholder" is any entity or individual person that has beneficial ownership (as determined in accordance with applicable rules under Section 382 of the Internal Revenue Code of 1986, as amended), after taking into account certain options or other similar rights to acquire beneficial ownership of common stock, of at least 4.5% of all issued and outstanding shares of the Company's common stock as of the Petition Date.

The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the Order by the Bankruptcy Court. Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio and may be punished by contempt or other sanctions imposed by the Bankruptcy Court.

The foregoing description of the Order does not purport to be complete and is qualified in its entirety by reference to the full text of the Order, which is attached hereto as Exhibit 4.1 and incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.





The following exhibits are filed in accordance with the provisions of Item 601
of Regulation S-K:
Exhibit
Number       Description
 4.1*          Final Order (I) Approving Notification and Hearing Procedures for
             Certain Transfers of and Declarations of Worthlessness with Respect
             to Common Stock, and (II) Granting Related Relief [Docket No. 62].
10.1*†         Senior Secured Super Priority Debtor-in-Possession Credit
             Agreement, dated as of August 4, 2020, by and among Denbury
             Resources Inc., the subsidiary guarantors party thereto, the lenders
             party thereto and JPMorgan Chase Bank, N.A.
  104        The cover page has been formatted in Inline XBRL.



* Included herewith.


†      Certain schedules and similar attachments have been omitted pursuant to
       Item 601(a)(5) of Regulation S-K and will be provided to the SEC upon
       request.




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