8-K
filed November 2, 2023, 7:59 PM ET
CIK 0000945764
M&A
confidence high
sentiment neutral
materiality 0.95
DENBURY INC: M&A transaction — Denbury completes merger with ExxonMobil; stockholders receive 0.840 ExxonMobil shares per Denbury share
DENBURY INC
- Merger closed Nov 2, 2023; each Denbury share converted to 0.840 ExxonMobil common shares; fractional shares paid in cash.
- Denbury common stock delisted from NYSE as of Nov 2, 2023; Form 15 to be filed to terminate SEC reporting.
- Credit agreement terminated, all principal, interest, and fees paid in full; liens and guarantees released.
- All eight directors and all officers resigned effective at closing; no disagreements with management or board.
- Fourth Amended and Restated Certificate of Incorporation and Fifth Amended and Restated Bylaws adopted as of closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Anthony M. Abate resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Christian S. Kendall resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Cindy A. Yeilding resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Brett R. Wiggs resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
James N. Chapman resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kevin O. Meyers resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Caroline G. Angoorly resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Lynn A. Peterson resigned as Director at DENBURY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate, Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
DENBURY INC: In connection with the consummation of the Merger, the certificate of incorporation of Denbury Inc., as the surviving corporation, was amended and restated (effective 2023-11-02).
- Change
- charter amendment
- Effective
- 2023-11-02
Exact text from the filing
Item 5.03 – Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. In connection with the consummation of the Merger, t he certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K. Additionally, the bylaws of the Company, as the Surviving Corporation, were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
DENBURY INC: In connection with the consummation of the Merger, the bylaws of Denbury Inc., as the surviving corporation, were amended and restated (effective 2023-11-02).
- Change
- bylaw amendment
- Effective
- 2023-11-02
Exact text from the filing
Item 5.03 – Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. In connection with the consummation of the Merger, t he certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K. Additionally, the bylaws of the Company, as the Surviving Corporation, were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
DENBURY INC underwent a change of control involving Exxon Mobil Corporation for 0.840 shares of ExxonMobil common stock (closed 2023-11-02).
- Action
- change of control
- Counterparty
- Exxon Mobil Corporation
- Consideration
- 0.840 shares of ExxonMobil common stock
- Closing
- 2023-11-02
Exact text from the filing
with a Company employee benefit plan) or (2) by ExxonMobil or Merger Sub, which were cancelled at the Effective Time) was cancelled and converted into the right to receive 0.840 shares of ExxonMobil common stock, without par value (“ExxonMobil Common Stock”) (together with cash in lieu of fractional shares, the “Merger Consideration”), without interest
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
DENBURY INC terminated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, and letter of credit issuer, and the other parties and lenders party thereto from time to time (effective 2023-11-02).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, and letter of credit issuer, and the other parties and lenders party thereto from time to time
- Effective
- 2023-11-02
Exact text from the filing
on November 2, 2023, the Company terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under that certain Credit Agreement, dated as of September 18, 2020, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, and letter of credit issuer, and the other parties and lenders party thereto from time to time, as amended, supplemented, or otherwise modified from time to time (the “Credit Agreement”).
View on SEC.gov
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