Delaware
|
DENBURY RESOURCES INC. | 20-0467835 | ||
Delaware
|
DENBURY ONSHORE, LLC | 20-0467798 | ||
Delaware
|
DENBURY GATHERING & MARKETING, INC. | 75-3056150 | ||
Delaware
|
DENBURY OPERATING COMPANY | 20-0467368 | ||
Delaware
|
DENBURY GREEN PIPELINE-TEXAS, LLC | 26-2072301 | ||
Louisiana
|
DENBURY MARINE, L.L.C. | 72-1311038 | ||
Mississippi
|
TUSCALOOSA ROYALTY FUND LLC | 73-1668201 |
(State of incorporation) | (Exact name of Registrant) |
(I.R.S. Employer Identification No.) |
Donald W. Brodsky Judy G. Gechman Baker & Hostetler LLP 1000 Louisiana Street Suite 2000 Houston, Texas 77002 (713) 646-1335 |
Gary L. Sellers Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Title of Each |
Proposed |
Amount of |
||||
Class of Securities |
Maximum Offering |
Registration |
||||
to be Registered | Price | Fee | ||||
Senior Subordinated Notes due 2016
|
$70,000,000(1) | $2,751 | ||||
Subsidiary Guarantees
|
(2) | (2) | ||||
(1) | The registrant previously registered an aggregate principal amount of $350 million of Senior Subordinated Notes due 2016 on the Registration Statement on Form S-3 (Registration No. 333-157205). 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. 333-157205), for which a filing fee of $13,755 was previously paid, are being registered. | |
(2) | No separate consideration will be received for the Subsidiary Guarantees. |
Item 16. | Exhibits |
Exhibit no. | Document description | |||
*5 | Opinion of Baker & Hostetler LLP as to the validity of the Debt Securities being registered | |||
*12 | .2 | Computation of Pro-Forma Ratio of Earnings to Fixed Charges | ||
*23 | .1 | Consent of DeGolyer and MacNaughton | ||
*23 | .2 | Consent of PricewaterhouseCoopers LLP | ||
*23 | .3 | Consent of Baker & Hostetler LLP (included in Exhibit 5) | ||
* | Filed herewith |
II-1
By: |
/s/ Phil
Rykhoek
|
Signatures | Title | Date | ||||
/s/ Gareth
Roberts* Gareth Roberts |
President, Chief Executive Officer and Director (Principal Executive Officer) | February 11, 2009 | ||||
/s/ Phil
Rykhoek Phil Rykhoek |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | February 11, 2009 | ||||
/s/ Mark
C. Allen Mark C. Allen |
Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 11, 2009 | ||||
/s/ Wieland
Wettstein* Wieland Wettstein |
Chairman of the Board of Directors | February 11, 2009 | ||||
/s/ Michael
L. Beatty* Michael L. Beatty |
Director | February 11, 2009 | ||||
/s/ Michael
B. Decker* Michael B. Decker |
Director | February 11, 2009 | ||||
/s/ Ronald
G. Greene* Ronald G. Greene |
Director | February 11, 2009 | ||||
/s/ David
I. Heather* David I. Heather |
Director | February 11, 2009 | ||||
/s/ Greg
McMichael* Greg McMichael |
Director | February 11, 2009 | ||||
/s/ Randy
Stein* Randy Stein |
Director | February 11, 2009 | ||||
/s/ Phil
Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
||||||
II-2
By: |
/s/ Phil
Rykhoek
|
Signatures | Title | Date | ||||
/s/ Gareth
Roberts* Gareth Roberts |
President, Chief Executive Officer and Manager (Principal Executive Officer) | February 11, 2009 | ||||
/s/ Phil
Rykhoek Phil Rykhoek |
Senior Vice President and Chief Financial Officer and Manager (Principal Financial Officer) | February 11, 2009 | ||||
/s/ Ronald
T. Evans* Ronald T. Evans |
Senior Vice PresidentReservoir Engineering and Manager | February 11, 2009 | ||||
/s/ Robert
L. Cornelius* Robert L. Cornelius |
Senior Vice PresidentOperations and Manager | February 11, 2009 | ||||
/s/ Mark
Allen Mark Allen |
Vice PresidentChief Accounting Officer. | February 11, 2009 | ||||
/s/ H.
Raymond Dubuisson* H. Raymond Dubuisson |
Vice PresidentLand | February 11, 2009 | ||||
/s/ Dan
E. Cole* Dan E. Cole |
Vice PresidentMarketing | February 11, 2009 | ||||
/s/ Phil
Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
||||||
II-3
By: |
/s/ Phil
Rykhoek
|
Signatures | Title | Date | ||||
/s/ Gareth
Roberts* Gareth Roberts |
President, Chief Executive Officer and Director (Principal Executive Officer) | February 11, 2009 | ||||
/s/ Phil
Rykhoek Phil Rykhoek |
Senior Vice President and Chief Financial Officer and Director (Principal Financial Officer) | February 11, 2009 | ||||
/s/ Robert
L. Cornelius* Robert L. Cornelius |
Senior Vice PresidentOperations and Director | February 11, 2009 | ||||
/s/ Ronald
T. Evans* Ronald T. Evans |
Senior Vice PresidentReservoir Engineering and Director | February 11, 2009 | ||||
/s/ Mark
Allen Mark Allen |
Vice President, Chief Accounting Officer | February 11, 2009 | ||||
/s/ Phil
Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
||||||
II-4
By: |
/s/ Phil
Rykhoek
|
Signatures | Title | Date | ||||
/s/ Gareth
Roberts* Gareth Roberts |
President, Chief Executive Officer and Director (Principal Executive Officer) | February 11, 2009 | ||||
/s/ Phil
Rykhoek Phil Rykhoek |
Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer) | February 11, 2009 | ||||
/s/ Mark
C. Allen Mark C. Allen |
Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 11, 2009 | ||||
/s/ Ronald
T. Evans* Ronald T. Evans |
Director | February 11, 2009 | ||||
/s/ Robert
Cornelius* Robert Cornelius |
Director | February 11, 2009 | ||||
/s/ Phil
Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
||||||
II-5
By: |
/s/ Phil
Rykhoek
|
Signatures | Title | Date | ||||
/s/ Gareth
Roberts* Gareth Roberts |
President, Chief Executive Officer and Manager (Principal Executive Officer) | February 11, 2009 | ||||
/s/ Phil
Rykhoek Phil Rykhoek |
Senior Vice President, Chief Financial Officer and Manager (Principal Financial Officer) | February 11, 2009 | ||||
/s/ Ronald
T. Evans* Ronald T. Evans |
Manager | February 11, 2009 | ||||
/s/ Robert
Cornelius* Robert Cornelius |
Manager | February 11, 2009 | ||||
/s/ Phil
Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
||||||
II-6
By: |
/s/ Phil
Rykhoek
|
Signatures | Title | Date | ||||
/s/ Gareth
Roberts* Gareth Roberts |
President, Chief Executive Officer and Manager (Principal Executive Officer) | February 11, 2009 | ||||
/s/ Phil
Rykhoek Phil Rykhoek |
Senior Vice President, Chief Financial Officer and Manager (Principal Financial Officer) | February 11, 2009 | ||||
/s/ Ronald
T. Evans* Ronald T. Evans |
Manager | February 11, 2009 | ||||
/s/ Robert
Cornelius* Robert Cornelius |
Manager | February 11, 2009 | ||||
/s/ Phil
Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement |
||||||
II-7
By: |
/s/ Phil
Rykhoek
|
II-8
Exhibit no. | Document description | |||
5 | Opinion of Baker & Hostetler LLP as to the validity of the securities being registered hereunder | |||
12 | .2 | Computation of Pro-Forma Ratio of Earnings to Fixed Charges | ||
23 | .1 | Consent of DeGolyer and MacNaughton | ||
23 | .2 | Consent of PricewaterhouseCoopers LLP | ||