SUMMARY

This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this joint proxy statement/prospectus and its annexes carefully and in its entirety and the other documents to which Denbury and Penn Virginia refer before you decide how to vote with respect to the proposals to be considered and voted on at the special meeting for your company. In addition, Denbury and Penn Virginia incorporate by reference important business and financial information about Denbury and Penn Virginia into this joint proxy statement/prospectus, as further described in the section entitled “Where You Can Find More Information” beginning on page 221. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 221. Each item in this summary includes a page reference directing you to a more complete description of that item in this joint proxy statement/prospectus.

Information About the Companies (page 63)

Denbury Resources Inc.

5320 Legacy Drive

Plano, Texas 75024

Phone: (972) 673-2000

Denbury, whose legal name is Denbury Resources Inc., was incorporated in Delaware in December 2003. Based in Plano, Texas, Denbury is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions. Denbury’s goal is to increase the value of its properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to CO₂ enhanced oil recovery operations.

Penn Virginia Corporation

16285 Park Ten Place, Suite 500

Houston, Texas 77084

Phone: (713) 722-6500

Penn Virginia, whose legal name is Penn Virginia Corporation, was incorporated in Virginia in January 1882. Based in Houston, Texas, Penn Virginia is an independent oil and gas company engaged in the exploration, development and production of oil, natural gas liquids (“NGLs”) and natural gas in the Eagle Ford Shale in Gonzales, Lavaca and DeWitt Counties in South Texas.

Dragon Merger Sub Inc.

c/o Denbury Resources Inc.

5320 Legacy Drive

Plano, Texas 75024

Phone: (972) 673-2000

Merger Sub, whose legal name is Dragon Merger Sub Inc., is a direct wholly owned subsidiary of Denbury. Upon the completion of the Merger, Merger Sub will cease to exist. Merger Sub was incorporated in Virginia on October 18, 2018, for the sole purpose of effecting the Merger.

DR LLC Sub

c/o Denbury Resources Inc.

5320 Legacy Drive

Plano, Texas 75024

Phone: (972) 673-2000

LLC Sub, whose legal name is DR LLC Sub, is a direct wholly owned subsidiary of Denbury. Immediately after the consummation of the Merger, the surviving corporation will merge with and into LLC Sub, with LLC Sub surviving such merger. LLC Sub was formed in Virginia on October 18, 2018, for the sole purpose of effecting the transactions contemplated by the Merger Agreement.

The Merger and the Merger Agreement (page 142)

The terms and conditions of the Merger are contained in the Merger Agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety. Denbury and Penn Virginia encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Merger.

The Denbury board and Penn Virginia board have each unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement. Pursuant to the terms and subject to the conditions included in the Merger Agreement, Denbury has agreed to acquire Penn Virginia by means of a merger of Merger Sub with and into Penn Virginia, with Penn Virginia surviving the merger as a wholly owned subsidiary of Denbury.

Merger Consideration (page 79)

On the terms and subject to the conditions set forth in the Merger Agreement, upon the effective time of the Merger, each share of Penn Virginia Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than as described in the Merger Agreement) will be converted into the right to receive, at the election of the holder of such share of Penn Virginia Common Stock, either, (i) the Mixed Election Consideration ($25.86 in cash without interest and 12.4000 shares of Denbury Common Stock), (ii) the Cash Election Consideration ($79.80 in cash without interest) or (iii) the Stock Election Consideration (18.3454 shares of Denbury Common Stock). The Cash and Stock Elections will be subject to proration to ensure that the total amount of cash paid to holders of Penn Virginia Common Stock is equal to $400 million. Shares of Penn Virginia Common Stock not making an election will be deemed “No Election Shares,” and the Merger Consideration to be received for such shares will depend on the number of other shares making a Mixed Election, Cash Election or Stock Election. See “The Merger—Non-Electing Holders” beginning on page 81.

Penn Virginia shareholders will not be entitled to receive any fractional shares of Denbury Common Stock in the Merger, and no Penn Virginia shareholder will be entitled to voting or other rights in respect of any fractional shares of Denbury Common Stock. Each holder of Penn Virginia Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Denbury Common Stock (after taking into account all shares of Penn Virginia Common Stock exchanged by such holder) will receive, in lieu thereof, cash in an amount equal to such fractional amount multiplied by the average of the volume weighted average price per share of Denbury Common Stock on the NYSE (as reported by Bloomberg, L.P. or, if not reported by Bloomberg, L.P., in another authoritative source mutually selected by Denbury and Penn Virginia) on each of the five consecutive trading days ending with the last complete trading day prior to the effective time of the Merger.

Risk Factors (page 51)

The Merger and an investment in Denbury Common Stock involve risks, some of which are related to the transactions contemplated by the Merger Agreement. You should carefully consider the information about these risks set forth under the section entitled “Risk Factors” beginning on page 51, together with the other information included or incorporated by reference in this joint proxy statement/prospectus, particularly the risk factors contained in Denbury’s and Penn Virginia’s Annual Reports on Form 10-K. Penn Virginia shareholders should carefully consider the risks set out in that section before deciding how to vote with respect to the Penn Virginia

Merger Proposal and Penn Virginia Non-Binding Compensation Advisory Proposal to be considered and voted on at the Penn Virginia special meeting, and Denbury stockholders should carefully consider the risks set out in that section before deciding how to vote with respect to the Denbury Issuance Proposal and the Denbury Charter Amendment Proposal to be considered and voted on at the Denbury special meeting. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 221.

Treatment of Penn Virginia Equity Awards (page 134)

As of the effective time of the Merger, (i) each restricted stock unit granted under the Penn Virginia stock plan that is (x) subject solely to service-based vesting and (y) payable in Penn Virginia Common Stock or the value of which is determined with reference to the value of the Penn Virginia Common Stock, and (ii) each restricted stock unit that is (x) subject in whole or in part to performance-based vesting and (y) payable in Penn Virginia Common Stock or the value of which is determined with reference to the value of the Penn Virginia Common Stock that is outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, will automatically and without any required action on the part of the holder thereof, be converted into the right to receive:

The number of shares of Penn Virginia Common Stock deemed earned under each Penn Virginia performance-based restricted stock unit award will be reasonably determined by the compensation committee of the Penn Virginia board after consultation with Denbury based on actual level of achievement. However, the number of shares of Penn Virginia Common Stock deemed earned under any Penn Virginia performance-based restricted stock unit award with respect to any performance period scheduled to commence on or after January 1, 2019 will vest based on maximum level of achievement. Such shares deemed earned as described in this paragraph are referred to herein as the “earned Penn Virginia performance-based restricted stock units.”

Recommendation of the Denbury Board of Directors and Reasons for the Merger (page 93)

The Denbury board unanimously recommends that Denbury stockholders vote “FOR” the approval of the Denbury Issuance Proposal and “FOR” the approval of the Denbury Charter Amendment Proposal. For the factors considered by the Denbury board in reaching this decision and additional information on the recommendation of the Denbury board, see the section entitled “The Merger—Recommendation of the Denbury Board of Directors and Reasons for the Merger” beginning on page 93.

Recommendation of the Penn Virginia Board of Directors and Reasons for the Merger (page 112)

The Penn Virginia board unanimously recommends that Penn Virginia shareholders vote “FOR” the approval of the Penn Virginia Merger Proposal and “FOR” the approval of the Penn Virginia Non-Binding Compensation Advisory Proposal. For the factors considered by the Penn Virginia board in reaching this decision and additional information on the recommendation of the Penn Virginia board, see the section entitled “The Merger—Recommendation of the Penn Virginia Board of Directors and Reasons for the Merger” beginning on page 112.

Opinions of Financial Advisors (pages 97 and 115)

Opinion of Guggenheim, Denbury’s financial advisor

Denbury retained Guggenheim Securities, LLC (which we refer to as “Guggenheim”) as its financial advisor in connection with Denbury’s possible acquisition of or merger with Penn Virginia. Guggenheim delivered an opinion to the Denbury board to the effect that, as of October 28, 2018 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration was fair, from a financial point of view, to Denbury. The full text of Guggenheim’s written opinion, which is attached as Annex B to this joint proxy statement/prospectus, and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim, as of the date of such opinion.

Guggenheim’s opinion was provided to the Denbury board (in its capacity as such) for its information and assistance in connection with its evaluation of the Merger Consideration. Guggenheim’s opinion and any materials provided in connection therewith did not constitute a recommendation to the Denbury board with respect to the Merger, nor does Guggenheim’s opinion or the summary of its underlying financial analyses elsewhere in this joint proxy statement/prospectus constitute advice or a recommendation to any holder of Denbury Common Stock or Penn Virginia Common Stock as how to vote or act in connection with the Merger or otherwise or what form of Merger Consideration any holder of Penn Virginia Common Stock should elect to receive pursuant to the Merger Consideration election mechanisms described in the Merger Agreement. Guggenheim’s opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to Denbury to the extent expressly specified in such opinion. Guggenheim’s opinion does not address (1) any other term, aspect or implication of (a) the Merger or the Merger Agreement (including, without limitation, the form or structure of the Merger or the Merger Consideration election procedures, adjustments, limitations or prorationing mechanisms contemplated by the Merger Agreement) or (b) the Voting Agreements or any other agreement, transaction document or instrument contemplated by the transaction documentation or to be entered into or amended in connection with the Merger.

For a description of the opinion that the Denbury board received from Guggenheim, see “The Merger—Opinion of Guggenheim, Denbury’s Financial Advisor” beginning on page 97. For the full text of Guggenheim’s written opinion, see Annex B.

Opinion of Jefferies, Penn Virginia’s financial advisor

In July 2018, Penn Virginia retained Jefferies LLC (which we refer to as “Jefferies”) to act as Penn Virginia’s financial advisor in connection with certain potential strategic transactions, including a possible sale, disposition or other business transaction or series of related transactions involving all or a majority of the voting securities or assets of Penn Virginia. At a meeting of the Penn Virginia board on October 28, 2018, a representative of Jefferies rendered Jefferies’ opinion to the Penn Virginia board to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion, the Merger Consideration as set forth in the Merger Agreement was fair, from a financial point of view, to the holders of Penn Virginia Common Stock (other than Denbury and its affiliates), as more fully described in the section of this joint proxy statement/prospectus entitled “The Merger—Opinion of Jefferies, Penn Virginia’s Financial Advisor” beginning on page 115.

The full text of the written opinion of Jefferies, dated as of October 28, 2018, is attached hereto as Annex C. Jefferies’ opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. Penn Virginia encourages you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was directed to the Penn

Virginia board (in its capacity as such) and addresses only the fairness, from a financial point of view, to holders of Penn Virginia Common Stock (other than Denbury and its affiliates) of the Merger Consideration as set forth in the Merger Agreement. It does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Penn Virginia, nor does it address the underlying business decision by Penn Virginia to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any holder of Penn Virginia Common Stock or Denbury Common Stock should vote or act with respect to the Merger or any matter related thereto, including, without limitation, whether any shareholder should elect to receive the Mixed Election Consideration, the Cash Election Consideration or the Stock Election Consideration or make no election in connection with the Merger.

For additional information, see the section entitled “The Merger—Opinion of Jefferies, Penn Virginia’s Financial Advisor” beginning on page 115 and Annex C.

Special Meeting of Denbury Stockholders (page 64)

Date, Time, Place and Purpose of the Denbury Special Meeting

The Denbury special meeting will be held on [●], 2019, at [●], Central Time, at 5320 Legacy Drive, Plano, Texas 75024. The purpose of the Denbury special meeting is to consider and vote on the Denbury Issuance Proposal and the Denbury Charter Amendment Proposal. Approval of the Denbury Issuance Proposal and the Denbury Charter Amendment Proposal is a condition to the obligation of Denbury and Penn Virginia to complete the Merger.

Record Date and Outstanding Shares of Denbury Common Stock

Only holders of record of issued and outstanding shares of Denbury Common Stock as of the close of business on [●], 2019, the record date for the Denbury special meeting, are entitled to notice of, and to vote at, the Denbury special meeting or any adjournment or postponement of the Denbury special meeting.

As of the close of business on the record date, there were [●] shares of Denbury Common Stock issued and outstanding and entitled to vote at the Denbury special meeting. You may cast one vote for each share of Denbury Common Stock that you held as of the close of business on the record date.

A complete list of Denbury stockholders entitled to vote at the Denbury special meeting will be available for inspection at Denbury’s principal place of business during regular business hours for a period of no less than 10 days before the Denbury special meeting and during the Denbury special meeting at 5320 Legacy Drive, Plano, Texas 75024.

Quorum; Abstentions and Broker Non-Votes

A quorum of Denbury stockholders is necessary to hold a valid meeting. The presence at the Denbury special meeting of the holders of not less than one-third of the shares of Denbury Common Stock issued and outstanding and entitled to vote at the Denbury special meeting, present in person or represented by proxy, will constitute a quorum. If you submit a properly executed Denbury proxy card, even if you do not vote for the proposal or vote to “abstain” in respect of the proposal, your shares of Denbury Common Stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Denbury special meeting. Broker non-votes will not be treated as present for purposes of determining the presence of a quorum at the Denbury special meeting.

Denbury Common Stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and Denbury Common Stock with respect to which the

beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the Denbury special meeting for the purpose of determining the presence of a quorum.

A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Under stock exchange rules, brokers, banks or other nominees do not have discretionary authority to vote on the Denbury Issuance Proposal or the Denbury Charter Amendment Proposal because they are “non-routine” proposals. If there are any broker non-votes, the shares will not be considered present and entitled to vote at the Denbury special meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendations of the Denbury board.

Required Vote to Approve the Denbury Issuance Proposal

Approval of the Denbury Issuance Proposal requires the affirmative vote of the holders of a majority of the shares of Denbury Common Stock represented in person or by proxy at the Denbury special meeting. Abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes will have no effect on the outcome of the vote.

The Denbury Issuance Proposal is described in the section entitled “Denbury Proposals” beginning on page 69.

Required Vote to Approve the Denbury Charter Amendment Proposal

Approval of the Denbury Charter Amendment Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Denbury Common Stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal. Failure to vote on the Denbury Charter Amendment Proposal will have the same effect as a vote “AGAINST” the Denbury Charter Amendment Proposal.

The Denbury Charter Amendment Proposal is described in the section entitled “Denbury Proposals” beginning on page 69.

Voting by Directors and Executive Officers

As of January 7, 2019, Denbury directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 4,826,795 shares of Denbury Common Stock, or approximately 1.0% of the total outstanding shares of Denbury Common Stock as of January 7, 2019.

Denbury currently expects that all of its directors and executive officers will vote their shares “FOR” the Denbury Issuance Proposal and “FOR” the Denbury Charter Amendment Proposal.

Adjournment

In accordance with the Second Amended and Restated Bylaws of Denbury (which we refer to as the “Denbury bylaws”), whether or not a quorum is present, the chairman of the Denbury special meeting will have the power to adjourn the Denbury special meeting from time to time for the purpose of, among other things, soliciting additional proxies. If the Denbury special meeting is adjourned, Denbury stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the Denbury special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Denbury special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

In addition, the Merger Agreement provides that Denbury (1) will be required to adjourn or postpone the Denbury special meeting (A) to the extent necessary to ensure that any required supplement or amendment to this joint proxy statement/prospectus is provided to the Denbury stockholders or (B) if, as of the time the Denbury special meeting is scheduled, there are insufficient shares of Denbury Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Denbury special meeting, or (2) may, and at Penn Virginia’s request must, adjourn or postpone the Denbury special meeting if, as of the time for which the Denbury special meeting is scheduled, there are insufficient shares of Denbury Common Stock represented (either in person or by proxy) to obtain the approval of the Denbury Issuance Proposal or the Denbury Charter Amendment Proposal. However, the Denbury special meeting will not be adjourned or postponed to a date that is more than 30 days after the date for which the Denbury special meeting was previously scheduled (though the Denbury special meeting may be adjourned or postponed every time the circumstances described in (1)(A) and (1)(B) exist, and, upon Penn Virginia’s request, every time the circumstances described in (2) exist) or to a date on or after two business days prior to April 30, 2019.

Special Meeting of Penn Virginia Shareholders (page 71)

Date, Time, Place and Purpose of the Penn Virginia Special Meeting

The Penn Virginia special meeting will be held on [●], 2019, at [●], Central Time, at [●]. The purpose of the Penn Virginia special meeting is to consider and vote on the Penn Virginia Merger Proposal and the Penn Virginia Non-Binding Compensation Advisory Proposal. Approval of the Penn Virginia Merger Proposal is a condition to the obligation of Penn Virginia and Denbury to complete the Merger. Approval of the Penn Virginia Non-Binding Compensation Advisory Proposal is not a condition to the obligation of either Penn Virginia or Denbury to complete the Merger.

Record Date and Outstanding Shares of Penn Virginia Common Stock

Only holders of record of issued and outstanding shares of Penn Virginia Common Stock as of the close of business on [●], 2019, the record date for the Penn Virginia special meeting, are entitled to notice of, and to vote at, the Penn Virginia special meeting or any adjournment or postponement of the Penn Virginia special meeting.

As of the close of business on the record date, there were [●] shares of Penn Virginia Common Stock issued and outstanding and entitled to vote at the Penn Virginia special meeting. You may cast one vote for each share of Penn Virginia Common Stock that you held as of the close of business on the record date.

A complete list of Penn Virginia shareholders entitled to vote at the Penn Virginia special meeting will be available for inspection at Penn Virginia’s principal place of business during regular business hours for a period of no less than 10 days before the Penn Virginia special meeting and during the Penn Virginia special meeting at 16285 Park Ten Place, Suite 500, Houston, Texas 77084.

Quorum; Abstentions and Broker Non-Votes

A quorum of Penn Virginia shareholders is necessary to hold a valid meeting. The presence at the Penn Virginia special meeting, in person or by proxy, of the holders of a majority in voting power of the outstanding shares of capital stock of Penn Virginia entitled to vote at the Penn Virginia special meeting constitutes a quorum. If you submit a properly executed Penn Virginia WHITE proxy card, even if you do not vote for one or both of the proposals or vote to “abstain” in respect of one or both of the proposals, your shares of Penn Virginia Common Stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Penn Virginia special meeting.

Penn Virginia Common Stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee will not be considered present and entitled to vote at the Penn Virginia special meeting for the purpose of determining the presence of a quorum.

A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Under stock exchange rules, brokers, banks or other nominees do not have discretionary authority to vote on any of the proposals at the Penn Virginia special meeting because they are “non-routine” proposals. Broker non-votes will not be considered present and entitled to vote at the Penn Virginia special meeting for the purpose of determining the presence of a quorum, unless the broker, bank or other nominee has been instructed to vote on at least one of the proposals.

Executed but unvoted proxies will be voted in accordance with the recommendations of the Penn Virginia board.

Required Vote to Approve the Penn Virginia Merger Proposal

Approval of the Penn Virginia Merger Proposal requires the affirmative vote of the holders of more than two-thirds of the outstanding shares of Penn Virginia Common Stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal. Failure to vote on the Penn Virginia Merger Proposal will have the same effect as a vote “AGAINST” the Penn Virginia Merger Proposal.

The Penn Virginia Merger Proposal is described in the section entitled “Penn Virginia Proposals” beginning on page 77.

Required Vote to Approve the Penn Virginia Non-Binding Compensation Advisory Proposal

Approval of the Penn Virginia Non-Binding Compensation Advisory Proposal requires that the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions, broker non-votes and failure to vote will not count as votes cast and will have no effect on the outcome of the vote. As an advisory vote, this proposal is not binding upon Penn Virginia or the Penn Virginia board or Denbury or the Denbury board, and approval of this proposal is not a condition to completion of the Merger.

The Penn Virginia Non-Binding Compensation Advisory Proposal is described in the section entitled “Penn Virginia Proposals” beginning on page 77.

Voting by Directors and Executive Officers

As of January 7, 2019, Penn Virginia directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 46,655 shares of Penn Virginia Common Stock, or approximately 0.3% of the total outstanding shares of Penn Virginia Common Stock as of January 7, 2019 (excluding Penn Virginia service-based restricted stock and Penn Virginia performance-based stock).

Penn Virginia currently expects that all of its directors and executive officers will vote their shares “FOR” the approval of the Penn Virginia Merger Proposal and “FOR” the approval of the Penn Virginia Non-Binding Compensation Advisory Proposal.

Agreements with Certain Penn Virginia Shareholders

Concurrently with the execution of the Merger Agreement, Denbury entered into voting and support agreements (each, a “Voting Agreement” and, collectively, the “Voting Agreements”) with (i) Strategic Value Partners, LLC (“SVP”) on behalf of certain investment funds directly and indirectly managed by SVP, (ii) KLS

Diversified Asset Management LP (“KLS”) and (iii) each director and executive officer of Penn Virginia, pursuant to which each such shareholder has agreed, among other matters and upon the terms and subject to the conditions set forth in the Voting Agreements, to vote all of their shares of Penn Virginia Common Stock in favor of the Penn Virginia Merger Proposal and the other actions contemplated by the Merger Agreement and against any proposal that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger. As of January 7, 2019, such shareholders subject to the Voting Agreements held 2,286,252 shares of Penn Virginia Common Stock in the aggregate (excluding Penn Virginia service-based restricted stock and Penn Virginia performance-based restricted stock), or approximately 15.1% of the voting power of Penn Virginia (excluding Penn Virginia service-based restricted stock and Penn Virginia performance-based restricted stock). The Voting Agreements are attached to this joint proxy statement/prospectus as Annex E, Annex F and Annex G, respectively.

Adjournment

In accordance with the Third Amended and Restated Bylaws of Penn Virginia (which we refer to as the “Penn Virginia bylaws”), whether or not a quorum is present, the chairman of the Penn Virginia special meeting will have the power to adjourn the Penn Virginia special meeting from time to time for the purpose of, among other things, soliciting additional proxies. If the Penn Virginia special meeting is adjourned, Penn Virginia shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the Penn Virginia special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Penn Virginia special meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

In addition, the Merger Agreement provides that Penn Virginia (1) will be required to adjourn or postpone the Penn Virginia special meeting (A) to the extent necessary to ensure that any required supplement or amendment to this joint proxy statement/prospectus is provided to the Penn Virginia shareholders or (B) if, as of the time the Penn Virginia special meeting is scheduled, there are insufficient shares of Penn Virginia Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Penn Virginia special meeting, and (2) may, and at Denbury’s request must, adjourn or postpone the Penn Virginia special meeting if, as of the time for which the Penn Virginia special meeting is scheduled, there are insufficient shares of Penn Virginia Common Stock represented (either in person or by proxy) to obtain the approval of the Penn Virginia Merger Proposal. However, the Penn Virginia special meeting will not be adjourned or postponed to a date that is more than 30 business days after the date for which the Penn Virginia special meeting was previously scheduled (though the Penn Virginia special meeting may be adjourned or postponed every time the circumstances described in (1)(A) and 1(B) exist, and, with Denbury’s consent, every time the circumstances described in (2) exist) or to a date on or after two business days prior to April 30, 2019.

Board of Directors and Management of Denbury Following Completion of the Merger (page 134)

Under the terms of the Merger Agreement, Denbury has agreed to take all necessary corporate action so that upon and after the effective time of the Merger, the size of the Denbury board is increased by two members, and two members of the Penn Virginia board who are mutually agreed by Denbury and Penn Virginia and would qualify as independent directors under Section 303A.02 of the NYSE Listed Company Manual are appointed to the Denbury board to fill the vacancies on the Denbury board created by such increase. Denbury, through the Denbury board and subject to the Denbury board’s fiduciary duties to Denbury stockholders, has agreed to take all necessary action to recommend that the two applicable members of the Penn Virginia board be elected to the Denbury board in the proxy statement relating to the first annual meeting of Denbury stockholders following the completion of the Merger.

Upon completion of the Merger, the current directors and executive officers of Denbury are expected to continue in their current positions, other than as may be publicly announced by Denbury in the normal course.

Interests of Penn Virginia Directors and Executive Officers in the Merger (page 134)

In considering the recommendation of the Penn Virginia board with respect to the Penn Virginia Merger Proposal and the Penn Virginia Non-Binding Compensation Advisory Proposal, Penn Virginia shareholders should be aware that the executive officers and directors of Penn Virginia have interests in the Merger that may be different from, or in addition to, the interests of Penn Virginia shareholders generally. These interests include, but are not limited to, the treatment in the Merger of awards of Penn Virginia service-based restricted stock and Penn Virginia performance-based restricted stock held by Penn Virginia directors and executive officers, potential benefits upon a qualifying termination of employment in connection with the Merger and rights to ongoing indemnification and insurance coverage.

These interests are described in more detail in the sections entitled “The Merger—Interests of Penn Virginia Directors and Executive Officers in the Merger,” “The Merger—Treatment of Penn Virginia Equity Awards,” “The Merger—Executive Officer Severance Arrangements” and “The Merger—Quantification of Potential Payments” beginning on pages 134, 134, 135 and 137, respectively.

The members of the Penn Virginia board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and in determining to recommend that Penn Virginia shareholders approve the Penn Virginia Merger Proposal.

Conditions to the Completion of the Merger (page 178)

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver of the following mutual conditions:

The obligations of Denbury and Merger Sub to complete the Merger are subject to the satisfaction or waiver of further conditions, including:

The obligation of Penn Virginia to complete the Merger is subject to the satisfaction or waiver of the following additional conditions:

No Solicitation (page 157)

No Solicitation by Denbury

Denbury has agreed that, from October 28, 2018 until the earlier of the effective time of the Merger or the termination of the Merger Agreement, Denbury will, and will cause its subsidiaries and its and their respective directors, officers, and employees and use its reasonable best efforts to cause its and their respective representatives to:

In addition, Denbury has agreed that, from October 28, 2018 until the earlier of the effective time of the Merger or the termination of the Merger Agreement, Denbury will not, and it will cause its subsidiaries and its and their respective directors, officers, and employees and use its reasonable best efforts to cause its and their respective representatives not to, directly or indirectly:

Further, Denbury has agreed to notify Penn Virginia orally and in writing if (i) Denbury receives a Denbury Takeover Proposal in which the person making such Denbury Takeover Proposal requests that Denbury terminate the Merger Agreement or otherwise not consummate the transactions contemplated thereby, including the Merger, or (ii) Denbury determines to begin providing information or commence discussions or negotiations concerning a Denbury Takeover Proposal in the event the Denbury board determines in good faith that the failure to do so would be inconsistent with the fiduciary duties owed by the Denbury board to Denbury stockholders. Thereafter, Denbury has agreed to promptly (and in any event within 24 hours) after its receipt of any Disclosable Denbury Takeover Proposal (as such term is defined in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—Denbury: No Solicitation Exceptions” beginning on page 160) or information relating to Denbury or any of its subsidiaries in connection with a Disclosable Denbury Takeover Proposal, notify Penn Virginia (orally and in writing) of such Disclosable Denbury Takeover Proposal, inquiry or request (including providing the identity of the person making or

submitting such Disclosable Denbury Takeover Proposal, inquiry or request), and, (i) if it is in writing, a copy of such Disclosable Denbury Takeover Proposal, inquiry or request and any related draft agreements and (ii) if oral, a reasonably detailed written summary thereof, including the financial and other terms thereof, in each case including any modifications thereto. Denbury has agreed to keep Penn Virginia informed in all material respects on a prompt basis (and in any event within 24 hours) with respect to any material development regarding the status or terms of any such Disclosable Denbury Takeover Proposal (including any change to the terms of any such Disclosable Denbury Takeover Proposal) or inquiry or request. Denbury has agreed to provide to Penn Virginia as soon as practicable after receipt or delivery thereof (and in any event within 24 hours) copies of all correspondence and other written materials sent by or provided to Denbury or its representatives to or from any person making a Disclosable Denbury Takeover Proposal, as applicable, with respect to any material development regarding the status or terms of any such Disclosable Denbury Takeover Proposal.

Notwithstanding the agreements described above, prior to, but not after, Denbury stockholders have approved the Denbury Issuance Proposal and the Denbury Charter Amendment Proposal, in response to an unsolicited, bona fide, written, Denbury Takeover Proposal made after October 28, 2018, that did not result from or arise in connection with a material breach of Denbury’s non-solicitation obligations in the Merger Agreement and that the Denbury board determines in good faith (after consultation with outside counsel and its financial advisor) constitutes or is reasonably expected to lead to a Superior Denbury Proposal (as such term is defined in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—Definition of Superior Denbury Proposal” beginning on page 166), and that the failure to do so would be inconsistent with the fiduciary duties owed by the Denbury board to Denbury stockholders under applicable law, Denbury may (and may authorize its directors, officers, employees and representatives to) (x) furnish information with respect to Denbury and its subsidiaries to the person making such Denbury Takeover Proposal and its representatives and financing sources (provided that all such information has previously been provided to Penn Virginia or is provided to Penn Virginia prior to or substantially concurrently with the time it is provided to such person) pursuant to a customary confidentiality agreement that is not less restrictive of such person than the confidentiality agreement in place between Denbury and Penn Virginia (provided that such confidentiality agreement will not prohibit such counterparty from making any private proposal to the Denbury board) and that does not prohibit Denbury from complying with Denbury’s non-solicitation obligations in the Merger Agreement, including the provision of any information to Penn Virginia in accordance with the Merger Agreement, and (y) participate in discussions regarding the terms of such Denbury Takeover Proposal and the negotiation of such terms with, and only with, the person making such Denbury Takeover Proposal (and such person’s representatives and financing sources).

No Solicitation by Penn Virginia

Penn Virginia has agreed that, from October 28, 2018 until the earlier of the effective time of the Merger or the termination of the Merger Agreement, Penn Virginia will, and will cause its subsidiaries and its and their respective directors, officers, and employees and use its reasonable best efforts to cause its and their respective representatives to:

In addition, Penn Virginia has agreed that, from October 28, 2018 until the earlier of the effective time of the Merger or the termination of the Merger Agreement, Penn Virginia will not, and it will cause its subsidiaries and its and their respective directors, officers, and employees and use its reasonable best efforts to cause its and their respective representatives not to, directly or indirectly:

Further, Penn Virginia has agreed to promptly (and in any event within 24 hours) after its receipt of any Penn Virginia Takeover Proposal or any inquiry or request for discussions or negotiations regarding a Penn Virginia Takeover Proposal or information relating to Penn Virginia or any of its subsidiaries in connection with a Penn Virginia Takeover Proposal, notify Denbury (orally and in writing) of such Penn Virginia Takeover Proposal, inquiry or request (including providing the identity of the person making or submitting such Penn Virginia Takeover Proposal, inquiry or request), and, (i) if it is in writing, a copy of such Penn Virginia Takeover Proposal, inquiry or request and any related draft agreements and (ii) if oral, a reasonably detailed written summary thereof, including the financial and other terms thereof, in each case including any modifications thereto.

Penn Virginia has also agreed to notify Denbury in writing if Penn Virginia determines to begin providing information or to commence discussions or negotiations concerning a Penn Virginia Takeover Proposal, prior to providing any such information or commencing any such discussions or negotiations. Penn Virginia must keep Denbury informed in all material respects on a prompt basis (and in any event within 24 hours) with respect to any material development regarding the status or terms of any such Penn Virginia Takeover Proposal (including any change to the terms of any such Penn Virginia Takeover Proposal) or inquiry or request. Penn Virginia must provide to Denbury as soon as practicable after receipt or delivery thereof (and in any event within 24 hours) copies of all correspondence and other written materials sent by or provided to Penn Virginia or its representatives to or from any person making a Penn Virginia Takeover Proposal, as applicable, with respect to any material development regarding the status or terms of any such Penn Virginia Takeover Proposal.

Notwithstanding the agreements described above, prior to, but not after, Penn Virginia shareholders approving the Penn Virginia Merger Proposal, in response to an unsolicited, bona fide, written, Penn Virginia Takeover Proposal made after October 28, 2018 that did not result from or arise in connection with a material breach of Penn Virginia’s non-solicitation obligations under the Merger Agreement and that the Penn Virginia board determines in good faith (after consultation with outside counsel and its financial advisor) constitutes or is reasonably expected to lead to a Superior Penn Virginia Proposal (as such term is defined in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—Definition of Superior Penn Virginia Proposal” beginning on page 166), and that the failure to do so would be inconsistent with the fiduciary

duties owed by the Penn Virginia board to Penn Virginia shareholders under applicable law, Penn Virginia may (and may authorize its directors, officers, employees and representatives to), subject to compliance with the terms of the Merger Agreement, (x) furnish information with respect to Penn Virginia and its subsidiaries to the person making such Penn Virginia Takeover Proposal and its representatives and financing sources (provided that all such information has previously been provided to Denbury or is provided to Denbury prior to or substantially concurrently with the time it is provided to such person) pursuant to a customary confidentiality agreement that is not less restrictive of such person than the confidentiality agreement between Penn Virginia and Denbury (provided that such confidentiality agreement will not be required to prohibit such counterparty from making any private proposal to the Penn Virginia board) and that does not prohibit Penn Virginia from complying with Penn Virginia’s non-solicitation obligations in the Merger Agreement, including the provision of any information to Denbury in accordance with the Merger Agreement, and (y) participate in discussions regarding the terms of such Penn Virginia Takeover Proposal and the negotiation of such terms with, and only with, the person making such Penn Virginia Takeover Proposal (and such person’s representatives and financing sources).

Adverse Recommendation Changes (page 157)

Denbury Restrictions on Adverse Recommendation Change

Subject to certain exceptions described below, the Denbury board may not effect a Denbury Adverse Recommendation Change (as defined in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—Denbury: Restrictions on Adverse Recommendation Changes” beginning on page 161).

Penn Virginia Restrictions on Adverse Recommendation Change

Subject to certain exceptions described below, the Penn Virginia board may not effect a Penn Virginia Adverse Recommendation Change (as defined in the section entitled “The Merger Agreement—No-Solicitation; Adverse Recommendation Changes—Penn Virginia: Restrictions on Adverse Recommendation Changes” beginning on page 161).

Denbury: Permitted Adverse Recommendation Changes and Permitted Termination to Enter into a Superior Proposal

Prior to, but not after, Denbury stockholders have approved the Denbury Issuance Proposal and the Denbury Charter Amendment Proposal, in response to an unsolicited, bona fide, written, Denbury Takeover Proposal that did not result from or arise in connection with a breach of Denbury’s non-solicitation obligations in the Merger Agreement described above and in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—No Solicitation by Denbury” beginning on page 157, the Denbury board may make a Denbury Adverse Recommendation Change and/or terminate the Merger Agreement if:

Denbury: Permitted Adverse Recommendation Changes in Connection with Intervening Events

Prior to, but not after, Denbury stockholders have approved the Denbury Issuance Proposal and the Denbury Charter Amendment Proposal, in response to a Denbury Intervening Event (as defined in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—Denbury: Permitted Adverse Recommendation Changes in Connection with Intervening Events” beginning on page 163) that did not arise from or in connection with a material breach of the Merger Agreement by Denbury, the Denbury board may make a Denbury Adverse Recommendation Change if:

Penn Virginia: Permitted Adverse Recommendation Changes and Permitted Termination to Enter into a Superior Proposal

Prior to, but not after, Penn Virginia shareholders have approved the Penn Virginia Merger Proposal, in response to an unsolicited, bona fide, written, Penn Virginia Takeover Proposal that did not result from or arise in connection with a breach of Penn Virginia’s non-solicitation obligations under the Merger Agreement described above and in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—No Solicitation by Penn Virginia” beginning on page 159, the Penn Virginia board may make a Penn Virginia Adverse Recommendation Change and/or terminate the Merger Agreement if:

Penn Virginia: Permitted Adverse Recommendation Change in Connection with Intervening Events

Prior to, but not after, Penn Virginia shareholders have approved the Penn Virginia Merger Proposal, in response to a Penn Virginia Intervening Event (as defined in the section entitled “The Merger Agreement—No Solicitation; Adverse Recommendation Changes—Penn Virginia: Permitted Adverse Recommendation Changes in Connection with Intervening Events” beginning on page 164) that did not arise from or in connection with a material breach of the Merger Agreement by Penn Virginia, the Penn Virginia board may make a Penn Virginia Adverse Recommendation Change if:

Termination (page 180)

Denbury and Penn Virginia may terminate the Merger Agreement and abandon the Merger at any time prior to the effective time of the Merger by mutual written consent of Denbury and Penn Virginia.

The Merger Agreement may also be terminated by either Denbury or Penn Virginia at any time prior to the effective time of the Merger in any of the following situations:

In addition, the Merger Agreement may be terminated by Denbury:

Further, the Merger Agreement may be terminated by Penn Virginia:

Termination Fees (page 182)

Termination Fees Payable by Denbury

The Merger Agreement requires Denbury to pay Penn Virginia a termination fee of $45 million if:

In no event will Denbury be required to pay the termination fee on more than one occasion.

Termination Fees Payable by Penn Virginia

The Merger Agreement requires Penn Virginia to pay Denbury a termination fee of $45 million if:

In no event will Penn Virginia be required to pay the termination fee on more than one occasion.

Regulatory Approvals (page 133)

The completion of the Merger is subject to the receipt of antitrust clearance in the United States. Under the HSR Act, and the rules promulgated thereunder, the Merger may not be completed until notification and report forms have been filed with the Federal Trade Commission (which we refer to as the “FTC”) and the Department of Justice (which we refer to as the “DOJ”) and the applicable waiting period (or any extension of such waiting period) has expired or been terminated. On December 27, 2018, Denbury and Penn Virginia received notice of the early termination of the applicable waiting period under the HSR Act.

Neither Denbury nor Penn Virginia is aware of any material governmental approvals or actions that are required for completion of the Merger other than as described above. It is presently contemplated that if any such additional material governmental approvals or actions are required, those approvals or actions will be sought.

For additional information, see the section entitled “The Merger Agreement—Required Actions” beginning on page 170.

Specific Performance; Remedies (page 183)

Denbury, Penn Virginia and Merger Sub have agreed that each will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

Except in the case of fraud or a knowing and intentional breach of the Merger Agreement, the monetary remedies and the specific performance remedies set forth in the Merger Agreement will be the receiving party’s sole and exclusive remedy against the paying party.

No Dissenters’ or Appraisal Rights (page 149)

No dissenters’ or appraisal rights will be available with respect to the transactions contemplated by the Merger Agreement.

Material U.S. Federal Income Tax Consequences of the Integrated Mergers (page 185)

Denbury and Penn Virginia intend for the Integrated Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to each of Denbury’s and Penn Virginia’s obligation to complete such mergers that it receive a written opinion from its counsel, Vinson & Elkins and Skadden, respectively, to the effect that the Integrated Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The U.S. federal income tax consequences of the Integrated Mergers to a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences of the Integrated Mergers”) generally will depend on whether such U.S. holder exchanges its Penn Virginia Common Stock for cash consideration, stock consideration or a combination of cash consideration and stock consideration. Assuming the receipt and accuracy of the opinions described above:

Holders of Penn Virginia Common Stock that are not U.S. holders and that receive cash pursuant to the

Merger may be subject to U.S. withholding tax with respect to any cash received.

Holders of Penn Virginia Common Stock should read the section entitled “Material U.S. Federal Income Tax Consequences of the Integrated Mergers” beginning on page 185 for a more complete discussion of the U.S. federal income tax consequences of the Integrated Mergers. Tax matters can be complicated, and the tax consequences to a particular holder will depend on such holder’s particular facts and circumstances. Penn Virginia shareholders should consult their tax advisors to determine the specific consequences to them of the Integrated Mergers.

Litigation Relating to the Merger (page 141)

As of the date of this registration statement, there are no pending legal proceedings relating to the Merger against Denbury or Penn Virginia.

For additional information, see the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 141.

Comparison of Stockholders’ Rights (page 201)

The rights of Penn Virginia shareholders who receive shares of Denbury Common Stock in the Merger will be governed by the Denbury certificate of incorporation, as amended by the Denbury Charter Amendment, the

Denbury bylaws and the Delaware General Corporation Law (“DGCL”), rather than by the Second Amended and Restated Articles of Incorporation of Penn Virginia (which we refer to as the “Penn Virginia articles of incorporation”), the Penn Virginia bylaws and the VSCA. As a result, Penn Virginia shareholders will have different rights once they become Denbury stockholders due to the differences in the organizational documents of Penn Virginia and Denbury. The key differences are described in the section entitled “Comparison of Stockholders’ Rights” beginning on page 201.

Listing of Denbury Common Stock; Delisting and Deregistration of Penn Virginia Common Stock (page 140)

If the Merger is completed, the shares of Denbury Common Stock to be issued in the Merger will be listed for trading on the NYSE, shares of Penn Virginia Common Stock will be delisted from the Nasdaq and deregistered under the Exchange Act, and Penn Virginia will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF DENBURY

The following table presents selected historical consolidated financial data for Denbury (1) as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 and (2) as of and for the nine months ended September 30, 2018 and 2017. The selected consolidated financial data for each of the years ended December 31, 2017, 2016 and 2015, and as of December 31, 2017 and 2016 have been derived from Denbury’s selected financial data and audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which is incorporated by reference herein in its entirety. The selected historical consolidated financial data for each of the years ended December 31, 2014 and 2013, and as of December 31, 2015, 2014 and 2013 have been derived from Denbury’s selected financial data and audited consolidated financial statements for such years, which have not been incorporated by reference herein. The selected historical consolidated financial data for the nine months ended September 30, 2018 and 2017 and as of September 30, 2018 have been derived from Denbury’s unaudited consolidated financial data included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which is incorporated by reference herein in its entirety. This selected balance sheet data as of September 30, 2017 has been derived from Denbury’s unaudited consolidated financial statements as of September 30, 2017, which have not been incorporated by reference herein.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods presented herein are not necessarily indicative of results to be expected for the year. In management’s opinion, the accompanying unaudited historical consolidated financial data include all adjustments of a normal recurring nature necessary for a fair statement of Denbury’s consolidated financial position as of September 30, 2018 and 2017, and its consolidated results of operations and cash flows for the nine months ended September 30, 2018 and 2017.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Denbury, nor does it include the effects of the Merger. This summary should be read together with the other information contained in Denbury’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 221.

The following table sets forth certain historical information with respect to Denbury’s estimated oil and natural gas reserves and other data as of the dates indicated. The estimates of Denbury’s net proved oil and natural gas reserves presented below were prepared by DeGolyer and MacNaughton, an independent petroleum engineering firm located in Dallas, Texas. Estimates of reserves were prepared using an average price equal to the unweighted arithmetic average of hydrocarbon prices on the first day of each month within the applicable fiscal 12-month period in accordance with rules and regulations of the SEC. Our oil and natural gas reserve estimates do not include any value for probable or possible reserves that may exist. The reserve estimates represent our net revenue interest in our properties. The estimates of proved CO₂ reserves presented below were also prepared by DeGolyer and MacNaughton.

The following information should be read in conjunction with the information contained in Denbury’s 2017 consolidated financial statements and notes related thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017, incorporated herein by reference.

The following table sets forth certain historical information with respect to Denbury’s production and other data for the periods indicated, and should be read in conjunction with the information contained in Denbury’s consolidated financial statements and notes thereto in Denbury’s Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which are incorporated by reference in this document.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF PENN VIRGINIA

The following table sets forth Penn Virginia’s selected consolidated historical financial information that has been derived from Penn Virginia’s consolidated financial statements (1) as of and for the year ended December 31, 2017, for the period from September 13, 2016 through December 31, 2016 and as of December 31, 2016 (Successor), (2) as of and for the period from January 1, 2016 through September 12, 2016, as of September 12, 2016 and as of and for the years ended December 31, 2015, 2014 and 2013 (Predecessor) and (3) as of and for the nine months ended September 30, 2018 and 2017. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Penn Virginia nor does it include the effects of the Merger. The selected consolidated financial data for the year ended December 31, 2017, the period from September 13, 2016 through December 31, 2016, the period from January 1, 2016 through September 12, 2016 and the year ended December 31, 2015 and as of December 31, 2017 and 2016 have been derived from Penn Virginia’s selected financial data and audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which is incorporated by reference herein in its entirety. The historical consolidated financial data for each of the years ended December 31, 2014 and 2013, and as of September 12, 2016, December 31, 2015, 2014 and 2013 have been derived from Penn Virginia’s selected financial data and audited consolidated financial statements for such years, which have not been incorporated by reference herein. The selected historical consolidated financial data for the nine months ended September 30, 2018 and 2017 and as of September 30, 2018 have been derived from Penn Virginia’s unaudited consolidated financial data included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which is incorporated by reference herein in its entirety. This selected balance sheet data as of September 30, 2017 has been derived from Penn Virginia’s unaudited consolidated financial statements as of September 30, 2017, which have not been incorporated by reference herein.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods presented herein are not necessarily indicative of results to be expected for the year. In management’s opinion, the accompanying unaudited historical consolidated financial data include all adjustments of a normal recurring nature necessary for a fair statement of Penn Virginia’s consolidated financial position as of September 30, 2018 and 2017, and its consolidated results of operations and cash flows for the nine months ended September 30, 2018 and 2017.

The consolidated historical financial information presented below reflect Penn Virginia’s emergence from bankruptcy proceedings and fresh start accounting following relief under Chapter 11 of Title 11 of the United States Bankruptcy Code. On August 11, 2016, the United States Bankruptcy Court for the Eastern District of Virginia confirmed Penn Virginia’s Second Amended Joint Chapter 11 Plan of Reorganization of Penn Virginia Corporation and its Debtor Affiliates, and subsequently emerged from bankruptcy on September 12, 2016, or the Effective Date. Upon the Effective Date, Penn Virginia adopted and applied the relevant guidance with respect to the accounting and financial reporting for entities that have emerged from bankruptcy proceedings, or Fresh Start Accounting. The adoption of Fresh Start Accounting resulted in a new reporting entity, the Successor, for financial reporting purposes. The reorganized company is referred to below as the “Successor” for periods subsequent to September 12, 2016, and the “Predecessor” for periods prior to September 13, 2016.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Penn Virginia, nor does it include the effects of the Merger. This summary should be read together with the other information contained in Penn Virginia’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 221.