UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 5, 2010
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
(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 1200 | ||
Plano, Texas | 75024 | |
(Address of principal executive offices) | (Zip code) | |
Registrants telephone number, including area code: | (972) 673-2000 |
N/A
(Former name or former address, if changed since last report)
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Item 8.01 | Other Events |
Genesis Sale
On February 5, 2010, Denbury Resources Inc. (the Company) and one of its subsidiaries sold all of
the subsidiarys Class A membership interests in Genesis Energy, LLC, the general partner of
Genesis Energy, L.P. (Genesis), to an affiliate of Quintana Capital Group L.P. for net proceeds
of approximately $82 million (including those related to Genesis management incentive compensation
and other selling costs). This sale gives the buyer control of Genesis general partner. The sale
of the Companys interests in the general partner does not include the sale of its approximate 10%
ownership of Genesis outstanding common units.
Proposed Litigation Settlement
Three shareholder lawsuits styled as class actions were filed against Encore Acquisition Company
(Encore) and its board of directors in relation to the pending merger of Encore with and into the
Company (the merger). The lawsuits are entitled Sanjay Israni, Individually and On Behalf of All
Others Similarly Situated vs. Encore Acquisition Company et al. (filed November 4, 2009 in the
District Court of Tarrant County, Texas), Teamsters Allied Benefit Funds, Individually and On
Behalf of All Others Similarly Situated vs. Encore Acquisition Company et al. (filed November 5,
2009 in the Court of Chancery in the State of Delaware) and Thomas W. Scott, Jr., individually and
on behalf of all others similarly situated v. Encore Acquisition Company et al. (filed November 6,
2009 in the District Court of Tarrant County, Texas). The Teamsters and Scott lawsuits also name
the Company as a defendant. The complaints generally allege that (1) Encores directors breached
their fiduciary duties in negotiating and approving the merger and by administering a sale process
that failed to maximize shareholder value and (2) Encore, and, in the case of the Teamsters and
Scott complaints, the Company aided and abetted Encores directors in breaching their fiduciary
duties. The Teamsters complaint also alleges that Encores directors and executives stand to
receive substantial financial benefits if the transaction is consummated on its current terms. The
plaintiffs in these lawsuits were seeking, among other things, to enjoin the merger and to rescind
the merger agreement.
Encore and the Company have entered into a Memorandum of Understanding with the plaintiffs in these
lawsuits agreeing in principle to the settlement of the lawsuits based upon inclusion in the
Companys and Encores joint proxy statement/prospectus for the merger of additional disclosures
requested by the plaintiffs, and agreeing that the parties to the lawsuits will use best efforts to
enter into a definitive settlement agreement and seek court approval for the settlement which would
be binding on all Encore shareholders who do not opt-out of the settlement.
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. (Registrant) |
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Date: February 8, 2010 | By: | /s/ Alan Rhoades | ||
Alan Rhoades | ||||
Vice President - Accounting | ||||