Denbury Buys COP Properties

Purchase of oil and gas producing properties in North Dakota and Montana with 42 million BOE proved reserves.

Denbury Resources Inc. (NYSE: DNR) plans to buy producing oil and gas properties in North Dakota and Montana from a subsidiary of ConocoPhillips for $1.05 billion in cash.

The assets to be purchased include additional interest in some of Denbury’s existing operated fields in the Cedar Creek Anticline. Denbury estimates that at year-end 2012 the proved conventional (non-tertiary) reserves associated with the CCA properties to be acquired were approximately 42 million barrels of oil equivalent (BOE), of which approximately 95% was oil and 4% natural gas liquids and 91% was proved developed producing.

Denbury estimates current average production from the to-be-acquired properties at approximately 11,000 barrels of oil equivalent (BOE) per day, of which 99% is oil and natural gas liquids. Assuming the acquisition closes at the end of the first quarter of 2013, Denbury estimates that its full-year 2013 average daily production would increase by approximately 7,700 BOE per day.

Denbury plans to fund the purchase out of the approximately $1.3 billion of cash received from its Bakken sale and asset exchange with ExxonMobil completed in December 2012, $1.05 billion of which was deposited in qualified trust accounts to allow for potential future asset purchases that would qualify for like-kind exchange treatment.

The utilization of federal tax rules on like-kind exchanges for both the CCA properties to be acquired and the Rocky Mountain carbon dioxide ("CO2") reserves acquired in the ExxonMobil exchange transaction is expected to allow Denbury to defer more than $400 million of the $500 million of cash taxes originally estimated on the Bakken transaction prior to completing the CO2 reserves acquisition and agreeing to acquire the CCA properties.

The Cedar Creek Anticline is a major geological feature in eastern Montana and western North Dakota that extends for approximately 126 miles in a northwest-southeast direction and ranges from two to six miles in width. CCA is a series of producing oil units, each of which could be considered a field by itself. Commercial quantities of oil were first discovered in the South Pine Unit of CCA in the early 1950s. The original oil in place at all CCA fields, including those not owned by Denbury, is estimated at over three billion barrels of oil.

CCA produces from numerous reservoirs, although the primary reservoir is the Red River formation, which is a series of carbonate reservoirs that have produced significant amounts of oil. The gross producing interval at CCA is approximately 2,000 feet thick, and ranges in depth from about 7,000 feet to 9,000 feet. The reservoir characteristics of CCA are similar in many respects to oil fields successfully flooded with CO2 in the Permian Basin of West Texas and Weyburn Field in the Canadian Williston Basin.

The CCA is located approximately 110 miles north of Denbury's Bell Creek Field, which the Denbury plans to start flooding with CO2 in the first half of 2013, and the current terminus of the recently completed Greencore Pipeline which will initially transport CO2 from Denbury's source in central Wyoming. Denbury currently plans to extend the Greencore Pipeline both north and southwest in order to deliver the CO2 necessary to flood its CCA fields.

Denbury is currently designing a CO2 development plan for its CCA assets, and will incorporate the newly acquired CCA properties into these plans. The Company estimates that a CO2 flood of the to-be-acquired properties could recover between 60 million and 80 million barrels of oil. As a result, Denbury estimates a CO2 flood of its CCA assets, including the assets to be acquired, could recover between 260 million to 280 million barrels of oil.

Phil Rykhoek, Denbury's president and chief executive, said this transaction, along with the recently closed asset swap with ExoxnMobil, brings to Denbury three assets with significant oil production, proved reserves, established cash flows and the potential for CO2 enhanced oil recovery. “Strategically, we are now purely focused on what we do best, CO2 enhanced oil recovery, which we believe offers one of the lowest risk, and most compelling rates of return in the oil and gas industry today,” he said.

Denbury estimates that CO2 flooding these newly acquired and to-be-acquired properties (Hartzog Draw Field, Webster Field, and CCA properties) will allow the company to recover a combined estimated 140 million to 185 million barrels of otherwise stranded oil.

“Also, these assets currently produce almost as much oil equivalent as our divested Bakken area assets while generating substantially more free cash flow. Our interests in CCA make up our largest oil property in the Rocky Mountain region and are a key strategic reason we acquired Encore in 2010 to expand our successful enhanced oil recovery strategy to a new region. The acquisition of additional assets in CCA should allow us to benefit from economies of scale and to leverage our technical knowledge and planned CO2 transportation infrastructure,” Rykoek said.

The acquisition is expected to close near the end of the first quarter of 2013 with a Jan. 1, 2013 effective date.