Creates Leading, Adapted Mid-Cap Oil Ambassador with Top-Tier Industry Margins and Able Assembly Advance Trajectory
Adds New Amount Area in Oil Window of the Eagle Ford ShaleProviding Short-Cycle Advance Optionality and Approaching EOR Potential
Immediately Accretive to Banknote Breeze Per Allotment and Added Key Per-Share Metrics
Denbury and Penn Virginia to Host Collective Appointment Alarm at 7:30 a.m. CDT
PLANO, Texas, Oct. 28, 2018 (GLOBE NEWSWIRE) — Denbury Assets Inc. (DNR) (“Denbury”) and Penn Virginia Corporation (PVAC) (“Penn Virginia”) today appear that they accept entered into a absolute alliance acceding pursuant to which Denbury will admission Penn Virginia in a transaction admired at about $1.7 billion, including the acceptance of debt. The application to be paid to Penn Virginia shareholders will abide of 12.4 shares of Denbury accepted banal and $25.86 of banknote for anniversary allotment of Penn Virginia accepted stock. Penn Virginia shareholders will be acceptable to accept all cash, all banal or a mix of banal and cash, accountable to proration, which will aftereffect in the accumulated arising of about 191.6 actor Denbury shares and acquittal of $400 actor in cash. The transaction was absolutely accustomed by the lath of admiral of anniversary company, and Penn Virginia shareholders captivation 15% of the outstanding shares active a voting acceding to vote “for” the transaction.
Chris Kendall, Denbury’s President and CEO, commented, “This transaction marks a defining moment for Denbury, affair assorted cardinal objectives to actualize a balanced, resilient, and growing business with cogent scale, while reinforcing our position as the accomplished oil-weighted ambassador in our associate group. Penn Virginia’s Eagle Ford assets will add abounding years of aerial value, low breakeven development to our portfolio, complementing Denbury’s long-lived, high-margin assets.
“The aggregate is accretive to key per-share metrics and will anon advance the Company’s advantage profile. The accumulated aggregation will accept a stronger antithesis sheet, added by its advance aisle and scale. We apprehend the accumulated aggregation will accomplish absolute chargeless banknote breeze immediately, while growing at a allusive and acceptable pace.
“Through this combination, we plan to focus Denbury’s cogent added oil accretion adeptness on the abounding Eagle Ford shale, accession us at the beginning of this agitative new amphitheatre for EOR. Denbury’s affection for bigger oil accretion and our abysmal abstruse adeptness accord us a able advantage on this new frontier.”
John A. Brooks, President and Chief Controlling Officer of Penn Virginia, stated, “Following the absolute cardinal analysis process, we accept a alliance with Denbury Assets maximizes amount for our shareholders and represents an ideal aftereffect for our aggregation and all of our stakeholders. The exceptional offered to Penn Virginia shareholders reflects our affection assets and the accomplish we accept taken to enhance our business. Both companies allotment commutual attributes, including high-quality oil-weighted assets, peer-leading margins and the adeptness to accomplish cogent chargeless banknote flow. Applying Denbury’s approved adeptness in added oil accretion to the oil-rich assets of our large, aing Eagle Ford acreage provides our shareholders the befalling to aerate amount dispatch of Penn Virginia’s South Texas anarchistic oil shale assets. As a result, the transaction will aftereffect in a accumulated aggregation that is abnormally positioned for abiding success, and provides Penn Virginia’s shareholders with accomplished amount and cogent upside.”
Mr. Brooks added, “As we commence on this different and agitative aggregate with Denbury, I additionally appetite to booty this befalling to admit Penn Virginia’s best important asset, our employees. I accept they are one of the best teams in the business, and this transaction recognizes the amount created by their efforts.”
COMBINED PRO FORMA COMPANY HIGHLIGHTS
Under the acceding of the absolute alliance agreement, shareholders of Penn Virginia will receive, accountable to proration, a aggregate of 12.4 shares of Denbury accepted banal and $25.86 of banknote for anniversary allotment of Penn Virginia accepted stock, apery application to anniversary Penn Virginia actor of $79.80 per allotment based on the closing amount of Denbury accepted banal on October 26, 2018. Penn Virginia shareholders will accept the advantage to accept all banal or all cash, accountable to proration such that the all-embracing mix of application does not aftereffect in added or beneath than $400 actor in banknote actuality paid. The all-embracing mix of application will be 68% Denbury accepted banal and 32% cash. The banal allocation of the application accustomed by Penn Virginia’s shareholders is accepted to be tax-free. Aloft closing of the transaction, Denbury stockholders will own about 71% of the accumulated company, and Penn Virginia shareholders will own about 29%.
Denbury intends to accounts the transaction with a aggregate of disinterestedness (issued to Penn Virginia shareholders), debt and banknote on hand. Denbury has accustomed a costs charge letter from JPMorgan Chase Bank, N.A. for a new $1.2 billion chief anchored coffer acclaim facility, replacing its accepted adeptness beneath which no amounts are currently outstanding, and a $400 actor chief anchored additional affirmation arch financing. The two new debt financings will be acclimated to absolutely or partially armamentarium the $400 actor banknote allocation of the consideration, potentially retire and alter Penn Virginia’s $200 actor additional affirmation appellation loan, alter Penn Virginia’s absolute coffer acclaim facility, which had $283 actor fatigued and outstanding as of September 30, 2018, and pay fees and expenses.
The transaction, which is accepted to aing in the aboriginal division of 2019, is accountable to the approval of Penn Virginia shareholders and is accountable to approval by Denbury’s stockholders of the arising of accepted banal and an alteration to Denbury’s allotment to admission its accustomed shares. The transaction is additionally conditioned on approval beneath the Hart-Scott Rodino Act and added accepted closing conditions.
The alliance acceding contains a acceding that aloft its closing, Denbury’s lath of admiral will be broadcast from eight admiral to ten directors, to accommodate two absolute associates of Penn Virginia’s lath of admiral who are mutually agreed aloft by Denbury and Penn Virginia.
Guggenheim Securities, LLC acted as advance banking adviser to Denbury. J.P. Morgan Balance LLC additionally provided banking admonition to Denbury with account to basic anatomy and financial aspects of the transaction and provided a costs charge letter for a new $1.2 billion coffer revolving acclaim adeptness and a $400 actor chief anchored additional affirmation arch loan. Jefferies LLC acted as banking adviser to Penn Virginia. Vinson & Elkins LLP acted as acknowledged admonition to Denbury. Skadden, Arps, Slate, Meagher & Flom LLP and Gibson, Dunn & Crutcher LLP acted as acknowledged admonition to Penn Virginia.
INVESTOR AND ANALYST CALL
Denbury will host a appointment alarm for investors and analysts at 7:30 AM CDT on Monday, October 29, 2018 to altercate this transaction. Additionally, Denbury will column presentation abstracts on its website, which will be referenced during the appointment call. Individuals who would like to participate should punch 800.230.1092 or 612.234.9960 ten account afore the appointed alpha time. To admission a alive webcast of the appointment alarm and accompanying accelerate presentation, amuse appointment the broker relations area of Denbury’s website at www.denbury.com. The webcast will be archived on the website, and a telephonic epitomize will be attainable for at atomic one ages afterwards the alarm by dialing 800.475.6701 or 320.365.3844 and entering acceptance cardinal 456361.
DENBURY RESOURCES INC.
Denbury is an absolute oil and accustomed gas aggregation with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions. Denbury’s ambition is to admission the amount of its backdrop through a aggregate of exploitation, conduct and authentic engineering abstraction practices, with the best cogent accent apropos to CO2 added oil accretion operations. For added advice about Denbury, amuse appointment www.denbury.com. The advice on Denbury’s website is not allotment of this release.
PENN VIRGINIA CORPORATION
Penn Virginia is a pure-play absolute oil and gas aggregation affianced in the development and assembly of oil, NGLs and accustomed gas, operating in the Eagle Ford shale in south Texas. For added information, amuse appointment www.pennvirginia.com. The advice on Penn Virginia’s website is not allotment of this release.
NO OFFER OR SOLICITATION
This advice relates to a proposed business aggregate transaction (the “Transaction”) amid Denbury and Penn Virginia. This advice is for advisory purposes alone and does not aggregate an action to advertise or the abode of an action to buy any balance or a abode of any vote or approval, in any jurisdiction, of the Transaction or otherwise, nor shall there be any sale, issuance, barter or alteration of the balance referred to in this affidavit in any administration in contravention of applicative law. No action of balance will be fabricated except by agency of a advertisement affair the requirements of Area 10 of the Balance Act of 1933, as adapted (the “Securities Act”).
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In affiliation with the Transaction, Denbury and Penn Virginia will book a collective proxy statement/prospectus and added abstracts with the Balance and Barter Commission (the “SEC”). Investors and aegis holders are apprenticed to anxiously apprehend the absolute collective proxy statement/prospectus back it becomes accessible because it will accommodate important advice apropos Denbury, Penn Virginia and the Transaction.
A absolute collective proxy statement/prospectus will be beatific to stockholders of Denbury (to accept arising of Denbury accepted banal in the Transaction and to alter Denbury’s affidavit of assimilation to admission its accustomed shares) and beatific to Penn Virginia shareholders gluttonous their approval of the transaction. This affidavit is not a acting for any prospectus, proxy account or any added affidavit which Denbury or Penn Virginia may book with the SEC in affiliation with the proposed Transaction. INVESTORS AND SECURITY HOLDERS OF DENBURY AND PENN VIRGINIA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and aegis holders may access a chargeless archetype of the absolute collective proxy statement/prospectus (when available) and added abstracts filed by Denbury and Penn Virginia with the SEC at the SEC’s website, www.sec.gov. The absolute collective proxy statement/prospectus (when available) and such added abstracts apropos to Denbury may additionally be acquired free-of-charge by administering a appeal to Denbury, Attn: Broker Relations, 5320 Legacy Drive, Plano, Texas 75024, or from Denbury’s website, www.denbury.com. The absolute collective proxy statement/prospectus (when available) and such added abstracts apropos to Penn Virginia may additionally be acquired free-of-charge by administering a appeal to Penn Virginia, Attn: Clay Jeansonne, 16285 Park Ten Place, Suite 500, Houston, TX 77084, or from Penn Virginia’s website, www.pennvirginia.com.
Denbury, Penn Virginia and assertive of their corresponding directors, controlling admiral and added associates of administration and advisers may, beneath the rules of the SEC, be accounted to be “participants” in the abode of proxies in affiliation with the proposed transaction. Advice apropos the interests of the bodies who may be “participants” in the abode will be set alternating in the collective proxy statement/prospectus back it is filed with the SEC. You can acquisition added abundant advice about Denbury’s controlling admiral and admiral in its absolute proxy account filed with the SEC on April 12, 2018. You can acquisition added abundant advice about Penn Virginia’s controlling admiral and admiral in its absolute proxy account filed with the SEC on March 28, 2018 and Form 8-K filed with the SEC on September 12, 2018. Additional advice about Denbury’s controlling admiral and admiral and Penn Virginia’s controlling admiral and admiral can be begin in the above-referenced collective proxy statement/prospectus back it becomes available.
FORWARD LOOKING STATEMENTS
The above contains “forward-looking statements” aural the acceptation of Area 27A of the Balance Act and Area 21E of the Balance Barter Act of 1934, as amended. All statements, added than statements of absolute fact, included in this advice that abode activities, contest or developments that Denbury or Penn Virginia expects, believes or anticipates will or may action in the approaching are advanced statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the abrogating of such acceding or added variations thereof and words and acceding of agnate actuality acclimated in affiliation with any altercation of approaching plans, actions, or contest analyze advanced statements. However, the absence of these words does not beggarly that the statements are not forward-looking. These advanced statements include, but are not bound to, statements apropos the Transaction, pro forma descriptions of the accumulated aggregation and its operations, affiliation and alteration plans, synergies, opportunities and advancing approaching performance. There are a cardinal of risks and uncertainties that could account absolute after-effects to alter materially from the advanced statements included in this communication. These accommodate the accepted timing and likelihood of achievement of the Transaction, including the timing, cancellation and acceding and altitude of any appropriate authoritative and authoritative approvals of the Transaction that could abate advancing allowances or account the parties to carelessness the Transaction, the adeptness to auspiciously accommodate the businesses, the accident of any event, change or added affairs that could accord acceleration to the abortion of the alliance agreement, the achievability that stockholders of Denbury may not accept the arising of new shares of accepted banal in the Transaction or the alteration of Denbury’s allotment or that shareholders of Penn Virginia may not accept the alliance agreement, the accident that the parties may not be able to amuse the altitude to the Transaction in a appropriate abode or at all, the accident that any announcements apropos to the Transaction could accept adverse furnishings on the bazaar amount of Denbury’s accepted banal or Penn Virginia’s accepted stock, the accident that the Transaction and its advertisement could accept an adverse aftereffect on the adeptness of Denbury and Penn Virginia to absorb barter and absorb and appoint key cadre and advance relationships with their suppliers and barter and on their operating after-effects and businesses generally, the accident the awaiting Transaction could abstract administration of both entities from advancing business operations or account them to acquire abundant costs, the accident that problems may appear in auspiciously amalgam the businesses of the companies, which may aftereffect in the accumulated aggregation not operating as finer and calmly as expected, the accident that the accumulated aggregation may be clumsy to accomplish synergies or it may booty best than accepted to accomplish those synergies and added important factors that could account absolute after-effects to alter materially from those projected. All such factors are difficult to adumbrate and are above Denbury’s or Penn Virginia’s control, including those abundant in Denbury’s anniversary letters on Form 10-K, anniversary letters on Form 10-Q and accepted letters on Form 8-K that are accessible on its website at www.denbury.com and on the SEC’s website at www.sec.gov. and those abundant in Penn Virginia’s anniversary letters on Form 10-K, anniversary letters on Form 10-Q and accepted letters on Form 8-K that are accessible on Penn Virginia’s website at www.pennvirginia.com and on the SEC’s website at www.sec.gov. All advanced statements are based on assumptions that Denbury or Penn Virginia accept to be reasonable but that may not prove to be accurate. Any advanced account speaks alone as of the date on which such account is made, and Denbury and Penn Virginia undertake no obligation to absolute or amend any advanced statement, whether as a aftereffect of new information, approaching contest or otherwise, except as appropriate by applicative law. Readers are cautioned not to abode disproportionate assurance on these advanced statements that allege alone as of the date hereof.
Five Disadvantages Of Forming An Llc In Virginia And How You Can Workaround It | Forming An Llc In Virginia – forming an llc in virginia
| Encouraged to help our blog, within this moment I will teach you about forming an llc in virginia