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Debt Obligations
12 Months Ended
Dec. 31, 2012
Debt Obligations [Abstract]  
Debt Obligations

Note 9 – Debt Obligations

 

Our debt consisted of the following at December 31:

 

  2012  2011
Senior notes, 12% fixed rate, due 2018$ 554,000 $ -
Convertible senior notes, 5.5% fixed rate, due 2016  135,000   135,000
Revolving credit facility, 13% fixed rate, due 2013  115,163   -
Convertible bonds, 11.5% until March 31, 2014 and 7.5% thereafter, due 2016  70,029   62,523
Senior term loan, 15% fixed rate, due 2013  -   240,349
Subordinated notes, 12% fixed rate, due 2014  -   32,012
   874,192   469,884
      
Less: debt discount, net of premium  (14,686)   (2,506)
Less: current maturities  (15,713)   (12,350)
      
Long-term debt$ 843,793 $ 455,028
      
Standby letters of credit outstanding for abandonment liabilities$ - $ 31,724

Principal maturities of debt at December 31, 2012 are as follows:

2013$15,713
2014  99,450
2015  -
2016  205,029
2017  -
Thereafter  554,000

Senior Notes

 

On February 23, 2012, we closed the private placement of $350 million aggregate principal amount of 12% first priority notes due 2018 (the “First Priority Notes”) and $150 million aggregate principal amount of 12% second priority notes due 2018 (the “Second Priority Notes,” and, together with the First Priority Notes, the “2018 Notes”). Each series of 2018 Notes issued in February 2012 was priced at 96% of par, at a yield to maturity of 12.975% for the First Priority Notes and 12.954% for the Second Priority Notes, for an aggregate $20 million discount. We also paid approximately $21 million in other financing costs related to the 2018 Notes.

 

On May 31, 2012, concurrent with the closing of the Alba Acquisition, the net proceeds were used to fund the acquisition and repay all outstanding amounts under the senior term loan (“Senior Term Loan”) (discussed below).

 

On October 15, 2012 we completed a private placement of an additional $54 million aggregate principal amount of our First Priority Notes, priced at 109% of par. In connection with the offering of the First Priority Notes, we received net proceeds of $57.9 million. The new first priority notes and those first priority notes initially issued in February 2012 are treated as a single class of debt securities under the same indenture. We utilized a portion of the proceeds from the October 2012 offering to retire the $25 million outstanding under our 12% senior subordinated notes due 2014. We will use the remainder of the net proceeds to finance a portion of the construction, improvement and other capital costs related to our U.S. and U.K. properties.

 

Revolving Credit Facility

 

On April 12, 2012, we entered into a $100 million Revolving Credit Facility, with Cyan, as administrative agent, and borrowed $40 million. The Revolving Credit Facility matures on October 12, 2013.

 

Prior to the termination of the Senior Term Loan, the closing of the Alba Acquisition and certain other conditions, borrowings under the Revolving Credit Facility were limited to $40 million and incurred interest at a rate of 12% per year, with an additional 3% payment-in-kind. After the termination of the Senior Term Loan and the closing of the Alba Acquisition, borrowings under the Revolving Credit Facility bear interest at a rate of 13% per year.

 

On May 31, 2012, we entered into a First Amendment to the Revolving Credit Facility, providing for an increase in the amount available for borrowing under the Revolving Credit Facility from $40 million to $100 million upon closing of the acquisition of the Alba Acquisition. In connection with the closing of the Alba Acquisition, we drew down the additional $60 million available for borrowing. The First Amendment to the Revolving Credit Facility contained certain amendments allowing us to enter certain reimbursement agreements discussed in Note 13.

 

On September 27, 2012, we increased the amount available for borrowing under the Revolving Credit Facility to $125 million. In connection with the increase, we agreed to pay a fee of $1.25 million to Cyan. On September 28, 2012, we borrowed an additional $15 million under the Revolving Credit Facility.

 

Subsequent to December 31, 2012, we amended the Revolving Credit Facility to extend the maturity date of $100 million of the facility to June 30, 2014. See Note 24 for additional discussion.

 

Senior Term Loan

 

In August 2010, we entered into a credit agreement with Cyan, as administrative agent, and various lenders for the Senior Term Loan, in the aggregate amount of $150 million, which was subsequently increased to $235 million. We paid $25.4 million in financing costs related to the issuance of the Senior Term Loan.

 

On May 31, 2012, we used approximately $255 million of the net proceeds from our offering of the 2018 Notes to repay all amounts outstanding under Senior Term Loan. This repayment included a prepayment fee of approximately $7 million. Following the repayment the Senior Term Loan was terminated and all of the liens on the collateral securing our obligations were released.

 

 

5.5% Convertible Senior Notes

 

In July 2011, we issued $135 million aggregate principal amount of our 5.5% convertible senior notes due July 15, 2016 (the “5.5% Convertible Senior Notes”). Interest on these notes is 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, subject to certain anti-dilution adjustments. In addition, following certain Make-Whole Fundamental Changes, as defined, we will increase the conversion rate for a holder who elects to convert its 5.5% Convertible Senior Notes.

 

The 5.5% Convertible Senior Notes are unsecured but guaranteed by our existing material domestic subsidiaries. We may not redeem the 5.5% Convertible Senior Notes prior to their maturity. The indenture governing the 5.5% Convertible Senior Notes provides for customary events of default.

 

If we undergo a “fundamental change” as defined, the holders of the 5.5% Convertible Senior Notes have the right, subject to certain conditions, to redeem the 5.5% Convertible Senior Notes and accrued interest. The 5.5% Convertible Senior Notes may become immediately due upon the occurrence of certain events of default, as defined.

 

11.5% Convertible Bonds

 

In January 2008, we issued 11.5% convertible bonds due 2014 (the “11.5% Convertible Bonds”) for gross proceeds of $40 million pursuant to a private offering to a sophisticated investor in Norway. The net proceeds from the issuance of the 11.5% Convertible Bonds were used to repay a portion of our outstanding indebtedness. The 11.5% Convertible Bonds bear interest at a rate of 11.5% per annum, compounded quarterly. Interest is compounded quarterly and added to the outstanding principal balance each quarter. The bonds are convertible into shares of our common stock at a conversion price of $16.52 per $1,000 of principal, which represents a conversion rate of approximately 61 shares of our common stock per $1,000 of principal. The conversion price will be adjusted in accordance with the terms of the bonds upon occurrence of certain events, including payment of common stock dividends, common stock splits or issuance of common stock at a price below the then current market price.

 

If we undergo a change of control as defined, the holders of the bonds have the right, subject to certain conditions, to redeem the bonds and accrued interest. The bonds may become immediately due upon the occurrence of certain events of default, as defined.

 

Two derivatives are associated with the conversion and change in control features of the 11.5% Convertible Bonds. At December 31, 2012, the combined fair market value of these derivatives is $4.4 million, reflecting a $9.4 million decrease during 2012 that was recorded in unrealized gains (losses) on derivatives.

 

On March 11, 2011, we entered into an amendment to the Trust Deed related to our 11.5% Convertible Bonds. The amendment provided 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.

 

Subordinated Notes

 

Our Subordinated Notes bear interest at an annual rate of 10%, plus 2% capitalized to the outstanding principal amount. We utilized a portion of the proceeds from our October 2012 offering of additional First Priority Notes due 2018 to redeem, repurchase, or otherwise retire our outstanding 12% senior subordinated notes.

 

Fair Value

 

The fair value of our outstanding debt obligations was $869.5 million and $419.8 million at December 31, 2012 and 2011, respectively. The fair values of long-term debt were determined based upon external market quotes for our 2018 Notes and 5.5% Convertible Senior Notes and discounted cash flows for other debt, which results in a Level 3 fair-value measurement.

 

 

Letter of Credit Agreement

 

In July 2011, we entered into a letter of credit facility 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 upon issuance). The letters of credit secured decommissioning obligations in connection with certain of our United Kingdom Continental Shelf Petroleum Production Licenses. Concurrent with the issuance of the letters of credit, prior restrictions on £20.6 million of our restricted cash were removed and the cash returned for general corporate purposes. We terminated this letter of credit facility agreement in May 2012.