--- schema_version: "secwatch.filing_event.v1" accession: "0000945764-23-000140" form_type: "8-K" ticker: null cik: "0000945764" company_name: "DENBURY INC" filed_at: "2023-11-02T23:59:59+00:00" generated_at: "2026-06-09T01:38:33.029063+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Denbury completes merger with ExxonMobil; stockholders receive 0.840 ExxonMobil shares per Denbury share ## Summary - 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. ## SEC filing metadata - accession: 0000945764-23-000140 - form_type: 8-K - cik: 0000945764 - company_name: DENBURY INC - filed_at: 2023-11-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/den-20231102.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000945764-23-000140 - JSON: https://secwatch.observer/filing/0000945764-23-000140.json - Plain text: https://secwatch.observer/filing/0000945764-23-000140.txt ## Key facts - Executive change Anthony M. Abate resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Executive change Christian S. Kendall resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Executive change Cindy A. Yeilding resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Executive change Brett R. Wiggs resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Executive change James N. Chapman resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Executive change Kevin O. Meyers resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Executive change Caroline G. Angoorly resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Executive change Lynn A. Peterson resigned as Director at DENBURY INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/945764/000094576423000140/0000945764-23-000140-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.