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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2004
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or
organization)
1-12935 20-0467835
(Commission File Number) (I.R.S. Employer
Identification No.)
5100 Tennyson Parkway
Suite 3000
Plano, Texas 75024
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (972)673-2000
_____________________N/A ______________________
(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 2004, Denbury Resources, or the Company, entered into a
Fifth Amended and Restated Credit Agreement among Denbury Onshore, LLC, as
borrower, the Company, as parent guarantor, certain financial institutions, as
banks, Bank One, N.A., as administrative agent, and certain other financial
institutions as syndication and documentation agents, all of which were a party
to the previous credit agreement. The Company indirectly owns all of the issued
and outstanding membership interests in Denbury Onshore, LLC.
The new agreement modified the prior agreement by (i) creating a structure
wherein the commitment amount and borrowing base amount are no longer the same,
(ii) improving the credit pricing to the Company by reducing the interest rate
chargeable at certain levels of borrowing, (iii) extending the term by three
years to April 30, 2009, (iv) reducing the collateral requirements, (v)
authorizing up to $20 million of possible future CO2 volumetric production
payment transactions with Genesis Energy, and (vi) other minor modifications and
corrections. Under the new agreement, the borrowing base is $200 million, a $25
million increase over the prior borrowing base, and the commitment amount is
$100 million. The borrowing base represents the amount that the Company could
borrow from a credit standpoint based on its assets, as confirmed by the banks,
while the commitment amount is the amount the Company has asked the banks to
commit to fund pursuant to the terms of the credit agreement. The banks have the
option to participate in any borrowing request by the Company in excess of the
commitment amount, up to the borrowing base limit, although the banks are not
obligated to fund any amount in excess of $100 million, the commitment amount.
The Company will pay commitment fees on the commitment amount, not the borrowing
base, thus lowering the Company's overall cost relating to its available credit.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
1.1 Fifth Amended and Restated Credit Agreement among Denbury Onshore, LLC, as
Borrower, Denbury Resources Inc., as Parent Guarantor, Bank One, N.A. as
Administrative Agent, and certain other financial institutions, dated as of September 1, 2004.
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 thereunto duly authorized.
DENBURY RESOURCES INC.
Date: 9/2/04 /s/ Phil Rykhoek
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Phil Rykhoek,
Senior Vice President & Chief Financial Officer