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Debt Obligations
9 Months Ended
Sep. 30, 2011
Debt Obligations [Abstract] 
Debt Obligations

Note 3 – Debt Obligations

 

At September 30, 2011, we had $471.7 million in outstanding debt. Our outstanding credit facilities contain certain financial ratio covenants. We were in compliance with all financial and restrictive covenants of our debt obligations as of September 30, 2011 and December 31, 2010. Our debt consisted of the following at September 30, 2011 and December 31, 2010:

  September 30,  December 31,
  2011  2010
      
Senior notes, 6% fixed rate, due 2012$ - $81,250
Senior term loan, 15% fixed rate, due 2013 239,123  161,371
Subordinated notes, 12% fixed rate, due 2014 36,828  51,132
Convertible bonds, 11.5% until March 11, 2011 and 7.5% thereafter, due 201660,776  55,821
Convertible senior notes, 5.5% fixed rate, due 2016 135,000   -
  471,727  349,574
Less: debt discount  (2,591)   (4,268)
Less: current maturities  (14,850)   (21,600)
      
Long-term debt$ 454,286 $ 323,706
      
Standby letters of credit outstanding for abandonment liabilities$ 32,136 $ 31,726
      

6% Senior Notes

 

On April 20, 2011, we redeemed all $81.25 million of our outstanding 6% Senior Notes due 2012 with a portion of the proceeds from our common stock offering completed in March 2011. The redemption was made at a price of 100% of the Senior Notes' principal amount, plus accrued and unpaid interest to the redemption date.

 

Senior Term Loan

 

On February 6, 2011, we amended our Senior Term Loan due 2013 to increase the security reserved for potential letters of credit from $25 million to $35 million. In July 2011, we secured new letters of credit that allowed us to release the $33 million of restricted cash that served as collateral for previous letters of credit.

 

The Amendment of our 11.5% Convertible Bonds and the redemption of all $81.25 million of our outstanding 6% Senior Notes satisfied the two conditions precedent to extend the maturity date of the Senior Term Loan to August 16, 2013

 

On July 15, 2011, we amended our Senior Term Loan to provide for an increase of $75 million in the borrowings available under the Senior Term Loan. In connection with the increase, we drew down the full additional amounts available and our quarterly scheduled amortization payments on the Senior Term Loan increased from $400,000 to $587,500. The other primary provisions of the amendment include:

 

  • consent and approval by the lenders of the issuance of the 5.5% Convertible Senior Notes and certain conforming amendments with respect to the issuance of those notes, including an increase in the basket available for the issuance of junior debt from $100 million to $135 million;
  • an amendment to the negative pledge provision to allow us to provide up to $10 million of cash margin to secure hedging obligations and;
  • an extension by one additional quarter to the scheduled step up in the minimum secured debt coverage ratio.

 

11.5% Convertible Bonds

 

On March 11, 2011, we entered into an amendment to the Trust Deed with Smedvig QIF PLC related to our 11.5% Convertible Bonds due 2014. The amendment provides for:

 

  • the amendment of the maturity date of the 11.5% Convertible Bonds from January 24, 2014 to January 24, 2016;
  • the amendment of the date upon which the holders of the 11.5% Convertible Bonds may first exercise a put right, and the occurrence of the conversion price reset if such put right is not exercised, from January 24, 2012 to January 24, 2016; and
  • a reduction in the interest rate payable from 11.5% to 7.5% on and after March 31, 2014.

 

We recorded a loss of $0.8 million in other expenses related to this amendment, representing the difference between the fair value of the debt and the book value of the debt at March 11, 2011.

 

5.5% Convertible Senior Notes

 

On July 18, 2011, we issued $135 million aggregate principal amount of our 5.5% Convertible Senior Notes due 2016. Interest on these notes will be payable semiannually at a rate of 5.5% per annum. The 5.5% Convertible Senior Notes are convertible into shares of our common stock at an initial conversion rate of 54.019 shares (equivalent to $18.51 per share) of common stock per $1,000 principal amount of the notes. We issued the 5.5% Convertible Senior Notes, expecting to utilize the majority of the net proceeds of this offering to fund our pending acquisition of acreage and related midstream assets in the Marcellus shale play. If we are unable to complete the Marcellus acquisition, these proceeds may be used for general corporate purposes.

 

Letter of Credit Agreement

 

On July 25, 2011, we entered into a letter of credit facility agreement (the “LC Agreement”) with Commonwealth Bank of Australia (“CBA”), pursuant to which CBA issued letters of credit to us in the amount of £20.6 million (approximately $35 million as of July 25, 2011). Concurrent with the issuance of the letters of credit, the restrictions on £20.6 million of our restricted cash were removed and the cash returned for general corporate purposes. The letters of credit secure decommissioning obligations in connection with certain of our United Kingdom Continental Shelf Petroleum Production Licences. The LC Agreement provides that we pay a quarterly fee computed at a rate of 4.5% per year on the outstanding amount of each letter of credit issued under the LC Agreement. The LC Agreement contains similar financial covenants and other covenants as the credit agreement governing our Senior Term Loan. The CBA letters of credit are renewable at our option on October 31, 2012 and through the expiration of the LC Agreement on October 31, 2013.

 

Fair Value

 

The fair value of our outstanding debt obligations was $424 million and $361 million at September 30, 2011 and December 31, 2010, respectively. The fair values of long-term debt were determined based upon external market quotes for our Senior Notes and discounted cash flows for other debt.