Registration Statement No. 333-          

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Delaware		DENBURY RESOURCES INC.		20-0467835
Delaware		DENBURY AIR, LLC		75-2807621
Delaware		DENBURY GATHERING & MARKETING, INC.		75-3056150
Delaware		DENBURY GREEN PIPELINE-TEXAS, LLC		26-2072301
Delaware		DENBURY GULF COAST PIPELINES, LLC		27-4160892
Delaware		DENBURY HOLDINGS, INC.		27-2051216
Louisiana		DENBURY MARINE, L.L.C.		72-1311038
Delaware		DENBURY ONSHORE, LLC		20-0467798
Delaware		DENBURY OPERATING COMPANY		75-2807620
Delaware		DENBURY PIPELINE HOLDINGS, LLC		27-4160190
Delaware		GREENCORE PIPELINE COMPANY LLC		27-0619605
(State of incorporation)		(Exact name of Registrant)		(I.R.S. Employer
				Identification No.)

1311
(Primary Standard Industrial Classification Code Number)

Mark C. Allen, Senior Vice President and Chief Financial Officer
Denbury Resources Inc.
5320 Legacy Drive
Plano, Texas 75024
(972) 673-2000
(Name, address and telephone number of Registrant’s executive offices and agent for service)

Copies to:

Donald W. Brodsky		Gary L. Sellers
Judy G. Gechman		Simpson Thacher & Bartlett LLP
Baker & Hostetler LLP		425 Lexington Avenue
1000 Louisiana Street		New York, New York 10017
Suite 2000		(212) 455-2000
Houston, Texas 77002
(713) 751-1600

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.  þ  333-172036

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

				Proposed					Amount of
	Title of Each Class of Securities			Maximum					Registration
	to be Registered			Offering Price					Fee(1)
	Senior Subordinated Notes due 2021			$	50,000,000				$	5,805
	Subsidiary Guarantees				(2	)				(2	)
	Total			$	50,000,000				$	5,805

(1)		The registrant previously registered an aggregate principal amount of $350 million of Senior Subordinated Notes due 2021 on the Registration Statement on Form S-3 (Registration No. 333-172036). In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of Securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the Securities eligible to be sold under the related Registration Statement on Form S-3 (Registration No. 333-172036), for which a filing fee of $40,635 was previously paid, are being registered.
(2)		No separate consideration will be received for the Subsidiary Guarantees.

 

 

Explanatory Note

We are filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. This registration statement relates to the same public offering of securities contemplated by the automatic shelf registration statement on Form S-3 (Registration No. 333-172036) (the “Prior Registration Statement”), effective on February 3, 2011, and is being filed for the sole purpose of increasing the maximum aggregate offering price of our Senior Subordinated Notes due 2021 to be registered by $50,000,000. The information set forth in the Prior Registration Statement, including all exhibits, is incorporated by reference herein.

The required opinions and consents are listed on the exhibit index attached hereto and filed herewith.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

Exhibit
no.		Document description
*5.1		Opinion of Baker & Hostetler LLP as to the validity of the Debt Securities being registered.
*12		Denbury Resources Inc. Computation of Ratio of Earnings to Fixed Charges.
*23.1		Consent of PricewaterhouseCoopers LLP.
*23.2		Consent of DeGolyer and MacNaughton.
*23.3		Consent of Baker & Hostetler LLP (included in Exhibits 5.1).
*23.4		Consent of Ernst & Young LLP.
*23.5		Consent of Miller and Lents, Ltd.

*		Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Wieland Wettstein*   Wieland Wettstein		Chairman of the Board of Directors		February 3, 2011
Gareth Roberts		Director		February 3, 2011
/s/ Michael L. Beatty*   Michael L. Beatty		Director		February 3, 2011
Michael B. Decker		Director		February 3, 2011
/s/ Ronald G. Greene*   Ronald G. Greene		Director		February 3, 2011
/s/ David I. Heather*   David I Heather		Director		February 3, 2011
/s/ Greg McMichael*   Greg McMichael		Director		February 3, 2011

Signature		Title		Date
/s/ Randy Stein*   Randy Stein		Director		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Director (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Director		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Director		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Director (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Director		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Director		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Director (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Director		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Director		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Manager (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Manager		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Manager		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Manager (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Manager		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Manager		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Manager (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Manager		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Manager		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Manager (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Manager		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Manager		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Manager (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Manager		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Manager		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on February 3, 2011.

Signature		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer, Manager (Principal Executive Officer)		February 3, 2011
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer)		February 3, 2011
/s/ Ronald T. Evans*   Ronald T. Evans		President and Chief Operating Officer, Manager		February 3, 2011
/s/ Robert L. Cornelius*   Robert L. Cornelius		Senior Vice President — Operations and Assistant Secretary, Manager		February 3, 2011
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		February 3, 2011
/s/ Mark C. Allen   * Mark C. Allen
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement

INDEX TO EXHIBITS

Exhibit
no.		Document description
*5.1		Opinion of Baker & Hostetler LLP as to the validity of the Debt Securities being registered.
*12		Denbury Resources Inc. Computation of Ratio of Earnings to Fixed Charges.
*23.1		Consent of PricewaterhouseCoopers LLP.
*23.2		Consent of DeGolyer and MacNaughton.
*23.3		Consent of Baker & Hostetler LLP (included in Exhibits 5.1).
*23.4		Consent of Ernst & Young LLP.
*23.5		Consent of Miller and Lents, Ltd.

*		Filed herewith