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.) |
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 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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. |
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 |
DENBURY RESOURCES INC. |
||||
By: | /s/Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer ` | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Wieland Wettstein*
|
Chairman of the Board of Directors | February 3, 2011 | ||
|
Director | February 3, 2011 | ||
/s/ Michael L. Beatty*
|
Director | February 3, 2011 | ||
|
Director | February 3, 2011 | ||
/s/ Ronald G. Greene*
|
Director | February 3, 2011 | ||
/s/ David I. Heather*
|
Director | February 3, 2011 | ||
/s/ Greg McMichael*
|
Director | February 3, 2011 |
Signature | Title | Date | ||
/s/ Randy Stein*
|
Director | February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY GATHERING & MARKETING, INC. |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Director (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Director | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Director |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY HOLDINGS, INC. |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Director (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Director | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Director |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY OPERATING COMPANY |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Director (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Director | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Director |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY ONSHORE, LLC |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Manager (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Manager | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Manager |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY MARINE, L.L.C. |
||||
By: | Denbury Operating Company | |||
its sole member | ||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
DENBURY PIPELINE HOLDINGS, LLC |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Manager (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Manager | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Manager |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY AIR, LLC |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Manager (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Manager | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Manager |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY GULF COAST PIPELINES, LLC |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Manager (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Manager | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Manager |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
GREENCORE PIPELINE COMPANY LLC |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Manager (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Manager | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Manager |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
DENBURY GREEN PIPELINE TEXAS, LLC |
||||
By: | /s/ Mark C. Allen | |||
Mark C. Allen | ||||
Senior Vice President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Phil Rykhoek
|
Chief Executive Officer, Manager (Principal Executive Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
Senior Vice President and Chief Financial Officer, Manager (Principal Financial Officer) |
February 3, 2011 | ||
/s/ Ronald T. Evans*
|
President and Chief Operating Officer, Manager | February 3, 2011 | ||
/s/ Robert L. Cornelius*
|
Senior Vice President Operations and Assistant Secretary, Manager |
February 3, 2011 | ||
/s/ Alan Rhoades
|
Vice President Accounting (Principal Accounting Officer) |
February 3, 2011 | ||
/s/ Mark C. Allen
|
||||
Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
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 |