UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24, 2009
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16295
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75-2759650 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 777 Main Street, Suite 1400, Fort Worth, Texas
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76102 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (817) 877-9955
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 8.01 Other Events
On November 24, 2009, Encore Energy Partners LP (“ENP”) and its wholly owned subsidiary,
Encore Energy Partners Operating LLC (“OLLC”), entered into an amendment (the “Fourth Amendment”)
to its Credit Agreement, dated as of March 7, 2007 (as amended, the “OLLC Credit Agreement”), by
and among ENP, OLLC, Bank of America, N.A., as administrative agent and L/C issuer, and the lenders
party thereto. The amendments to the OLLC Credit Agreement provided for in the Fourth Amendment
will be effective upon the closing of the proposed merger (the “Merger”) between Encore Acquisition
Company (“Encore”) and Denbury Resources Inc. (“Denbury”).
Under the Fourth Amendment, upon the effectiveness of the Merger, the definition of “Change of
Control” in the OLLC Credit Agreement will be revised to include the following transactions:
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OLLC ceases to be a wholly owned subsidiary of ENP; |
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Encore Energy Partners GP LLC, the general partner of ENP (the “General
Partner”), ceases to be the general partner of ENP, Denbury does not control the
General Partner, or any person or group other than Denbury or its subsidiaries
beneficially owns more than 30% of the voting power of the General Partner; |
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any person or group beneficially owns more than 30%, and is the largest
shareholder, of the total voting power of all classes of capital stock of Denbury;
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any other event or condition that constitutes a “change of control” under
Denbury’s credit agreement in effect on November 24, 2009. |
In addition, the Fourth Amendment provides that, upon the effectiveness of the Merger, the
covenant in the OLLC Credit Agreement regarding transactions with affiliates will be modified to
refer to Denbury and its subsidiaries instead of Encore and certain of its subsidiaries.
This Current Report on Form 8-K contains only a summary of the Fourth Amendment. The summary
does not purport to be complete and is qualified in its entirety by reference to the Fourth
Amendment, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Notice to Investors
In connection with the Merger, Encore and Denbury will file a definitive joint proxy
statement/prospectus and other documents with the Securities and Exchange Commission (the “SEC”).
Investors and security holders are urged to carefully read the definitive joint proxy
statement/prospectus when it becomes available because it will contain important information
regarding Encore, Denbury, and the Merger.
A definitive joint proxy statement/prospectus will be sent to stockholders of Encore and
Denbury seeking their approval of the Merger. Investors and security holders may obtain a free
copy of the definitive joint proxy statement/prospectus (when available) and other documents filed
by Encore and Denbury with the SEC at the SEC’s website, www.sec.gov. The definitive joint proxy
statement/prospectus (when available) and such other documents relating to Encore may also be
obtained free-of-charge by directing a request to Encore Acquisition Company, Attn: Investor
Relations, 777 Main Street, Suite 1400, Fort Worth, Texas 76102, or from Encore’s website,
www.encoreacq.com. The definitive joint proxy statement/prospectus (when available) and such other
documents relating to Denbury may also be obtained free-of-charge by directing a request to Denbury
Resources, Inc., Attn: Investor Relations, 5100 Tennyson Parkway, Suite 1200, Plano, Texas 75024,
or from Denbury’s website, www.denbury.com.
Participants in Solicitation
Encore, Denbury, and their respective directors and executive officers may, under the rules of
the SEC, be