Chapter 11 ) DENBURY RESOURCES INC., Et Al.,1 ) Case No
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Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 1 of 72 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) DENBURY RESOURCES INC., et al.,1 ) Case No. 20-33801 (DRJ) ) Debtors. ) (Jointly Administered) ) AMENDED SUPPLEMENT FOR THE JOINT CHAPTER 11 PLAN OF REORGANIZATION OF DENBURY RESOURCES INC. AND ITS DEBTOR AFFILIATES PLEASE TAKE NOTICE THAT the above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby file this amendment to the Supplement for the Joint Chapter 11 Plan of Reorganization of Denbury Resources Inc. and Its Debtor Affiliates (as may be amended or modified from time to time, the “Amended Plan Supplement”) [Docket No. 185] in support of the Joint Chapter 11 Plan of Reorganization of Denbury Resources Inc. and Its Debtor Affiliates (Technical Modifications) [Docket No. 256] (as may be amended or modified from time to time and including all exhibits and supplements thereto, the “Plan”),2 with the United States Bankruptcy Court for the Southern District of Texas (the “Court”). PLEASE TAKE FURTHER NOTICE THAT the Amended Plan Supplement includes current drafts of the following documents (certain of which continue to be negotiated between the Debtors and the applicable Consenting Creditors, and will be Filed in substantially final form prior to the Effective Date), as may be modified, amended, or supplemented from time to time: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Denbury Resources Inc. (7835); Denbury Air, LLC (7621); Denbury Brookhaven Pipeline Partnership, LP (6322); Denbury Brookhaven Pipeline, LLC (6471); Denbury Gathering & Marketing, Inc. (6150); Denbury Green Pipeline-Montana, LLC (6443); Denbury Green Pipeline-North Dakota, LLC (7725); Denbury Green Pipeline-Riley Ridge, LLC (2859); Denbury Green Pipeline-Texas, LLC (2301); Denbury Gulf Coast Pipelines, LLC (0892); Denbury Holdings, Inc. (1216); Denbury Onshore, LLC (7798); Denbury Operating Company (7620); Denbury Pipeline Holdings, LLC (0190); Denbury Thompson Pipeline, LLC (0976); Encore Partners GP Holdings, LLC (N/A); Greencore Pipeline Company, LLC (9605); Plain Energy Holdings, LLC (0543). The location of Debtor Denbury Resources Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 5320 Legacy Drive, Plano, Texas 75024. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 2 of 72 Exhibit A New Organizational Documents Exhibit A-1 Redline of New Organizational Documents to the version Filed in the Original Plan Supplement Exhibit C Assumed Executory Contracts and Unexpired Leases Schedule Exhibit C-1 Redline of Assumed Executory Contracts and Unexpired Leases Schedule to the version Filed in the Original Plan Supplement PLEASE TAKE FURTHER NOTICE THAT the Debtors reserve all rights, with the consent of any applicable counterparties to the extent required under the Plan and/or the Restructuring Support Agreement, to alter, amend, modify, or supplement the Plan Supplement and any of the documents contained therein in accordance with the terms of the Plan; provided that, if any document in this Plan Supplement is altered, amended, modified, or supplemented in any material respect prior to the Confirmation Hearing, the Debtors will file a redline of such document with the Court. PLEASE TAKE FURTHER NOTICE THAT the documents contained in the Plan Supplement are integral to, and are considered part of, the Plan. If the Plan is approved, the documents contained in the Plan Supplement will be approved by the Court pursuant to the order confirming the Plan. PLEASE TAKE FURTHER NOTICE THAT the Debtors will seek approval of the Disclosure Statement and confirmation of the Plan at a hearing scheduled for September 2, 2020, at 2:00 p.m., prevailing Central Time before the Honorable David R. Jones at the United States Bankruptcy Court, Courtroom 400, 515 Rusk Street, Houston, Texas, 77002. PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents free of charge, contact the Debtors’ Claims and Noticing Agent, Epiq Corporate Restructuring, LLC by: (a) visiting the Debtors’ restructuring website https://dm.epiq11.com/Denbury; (b) calling (855) 917-3570 (toll- free in the United States and Canada) or (503) 520-4467 (outside the United States); or (c) by email at [email protected], including “Denbury” in the subject line of the email. You may also obtain copies of any pleadings filed in the chapter 11 cases for a fee by visiting the Court’s website on PACER at https://ecf.txsb.uscourts.gov. 2 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 3 of 72 Houston, Texas September 1, 2020 /s/ Matthew D. Cavenaugh JACKSON WALKER L.L.P. KIRKLAND & ELLIS LLP Matthew D. Cavenaugh (TX Bar No. 24062656) KIRKLAND & ELLIS INTERNATIONAL LLP Vienna F. Anaya (TX Bar No. 24091225) Joshua A. Sussberg, P.C. (admitted pro hac vice) Victoria Argeroplos (TX Bar No. 24105799) Christopher Marcus, P.C. (admitted pro hac vice) 1401 McKinney Street, Suite 1900 Rebecca Blake Chaikin (admitted pro hac vice) Houston, Texas 77010 601 Lexington Avenue Telephone: (713) 752-4200 New York, New York 10022 Facsimile: (713) 752-4221 Telephone: (212) 446-4800 Email: [email protected] Facsimile: (212) 446-4900 [email protected] Email: [email protected] [email protected] [email protected] [email protected] Proposed Co-Counsel to the Debtors and Debtors in Possession -and- David L. Eaton (admitted pro hac vice) 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] Proposed Co-Counsel to the Debtors and Debtors in Possession 3 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 4 of 72 Certificate of Service I certify that on September 1, 2020, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Matthew D. Cavenaugh Matthew D. Cavenaugh Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 5 of 72 Exhibit A New Organizational Documents This Exhibit A includes the following organizational documents for the Reorganized Debtors: Exhibit A(i): Third Certificate of Incorporation of Denbury Resources Inc. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 6 of 72 Exhibit A(i) Third Restated Certificate of Incorporation of Denbury Resources Inc. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 7 of 72 DRAFT THIRD RESTATED CERTIFICATE OF INCORPORATION OF DENBURY RESOURCES INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware Denbury Resources Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Denbury Resources Inc. The Corporation was originally incorporated under the name Denbury Holdings, Inc. The date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was December 19, 2003, and the certificate of incorporation was subsequently restated on October 30, 2014 and amended on May 22, 2019. 2. This Third Restated Certificate of Incorporation (this “Certificate of Incorporation”) amends and restates the Second Certificate of Incorporation of the Corporation and has been duly adopted in accordance with Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware (the “DGCL”) and pursuant to a plan of reorganization (the “Plan”) of the Corporation, approved by order dated [●], 2020 of the United States Bankruptcy Court for the Southern District of Texas, Houston Division in In re Denbury Resources Inc., et al under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) (11 U.S.C. Section 101-1130), as amended, which Plan is becoming effective on [●], 2020. 3. The certificate of incorporation of the Corporation, as heretofore restated and amended, is hereby restated to read in its entirety as follows: ARTICLE I NAME The name of the Corporation is Denbury Resources Inc. ARTICLE II REGISTERED OFFICE AND AGENT The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company. ARTICLE III PURPOSES AND STOCKHOLDER LIABILITY A. Purposes. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the DGCL. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 8 of 72 B. Stockholder Liability. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever. ARTICLE IV AUTHORIZED CAPITAL STOCK The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is 300,000,000 shares, consisting of: (i) 250,000,000 shares of common stock, par value $.001 per share (the “Common Stock”), and (ii) 50,000,000 shares of preferred stock, par value $.001 per share (the “Preferred Stock”). Shares of any class of capital stock of the Corporation may be issued for such consideration and for such corporate purposes as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine.