Sunday, Denbury Resources Inc. (DNR) said that it has signed a definitive agreement to buy Encore Acquisition Co. (EAC) for approximately $4.5 billion, including the assumption of debt and the value of the minority interest in Encore Energy Partners LP (ENP). The combined company will continue to be known as Denbury Resources and will be headquartered in Plano, Texas.
Under the definitive deal, Encore stockholders will receive $50.00 per share for each share of Encore common stock, comprised of $15.00 in cash and $35.00 in Denbury common stock subject to both an election feature and a collar mechanism on the stock portion of the consideration.
The company plans to finance this transaction with a combination of equity and debt. In connection with the transaction, Denbury has received a commitment letter for an underwritten financing from J.P. Morgan for a new $1.6 billion bank revolving credit facility and a $1.25 billion bridge financing to subordinated debt facility.
The Boards of Directors of both companies have unanimously approved the merger agreement, and each will recommend approval of the transaction to its respective stockholders. Post closing, it is anticipated that Denbury stockholders will own between 63% and 68% of the combined company and the Encore stockholders will own between 32% and 37% of the combined company.
The deal is expected to close in the first quarter of 2010 and Denbury's board and senior management will remain unchanged.
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