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Subsequent events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent events Subsequent events
As discussed in “Note 4: Debt”, the Lender Forbearance Agreement required us to terminate all our outstanding derivative contracts and to apply a certain portion of the proceeds thereof toward partial repayment of the outstanding amount under the Credit Agreement. Pursuant to this requirement, on July 27, 2020, the Company terminated all its outstanding derivative contracts. Proceeds from the early termination along with amounts owed to the Company from previously settled positions totaled $28,237. Of this amount, $24,000 was applied toward repayment on outstanding credit facility borrowings and the remainder was retained by the Company. The amount applied toward debt repayment versus the amount retained by the Company was determined under the terms of the Lender Forbearance Agreement.

On August 15, 2020, the Debtors entered into a restructuring support agreement (the “RSA”) with (i) certain lenders under our Credit Agreement and (ii) certain holders of our Senior Notes (the “Restructuring Support Parties”). Pursuant to the RSA, the Restructuring Support Parties agreed, subject to the terms and conditions of the RSA, to vote to accept the Debtors’ prepackaged Joint Chapter 11 Plan of Reorganization (as proposed, our “Plan of Reorganization”). Our Plan of Reorganization and the related disclosure statement (the “Disclosure Statement”) were each filed with the Bankruptcy Court on August 16, 2020. Below is a summary of certain material terms of the RSA and the treatment that the stakeholders of the Company would receive under the Plan of Reorganization:

The RSA includes certain milestones for the progress of the Chapter 11 Cases, which include the dates by which the Company is required to, among other things, obtain certain court orders and consummate the transactions contemplated therein. Failure to meet these milestones allows the RSA to be terminated by the non-Company signatories thereto. In addition, the signatories to the RSA will have the right to terminate the RSA under certain circumstances, including if the board of directors of the Company determines in good faith that performance under the RSA would be inconsistent with its fiduciary duties as set forth therein. The Plan of Reorganization remains subject to approval by the Bankruptcy Court and the satisfaction of certain conditions precedent.

The Company will emerge from Chapter 11 with a $300,000 exit credit facility (the “Exit Facility”). The Exit Facility will include (A) second out term loans (the “Second Out Term Loans”) in an amount to be determined, which will have a maturity date that is one year and 91 days following the Revolving Maturity Date (defined below) and (B) a revolving facility (the maturity date of which will be the earlier of May 31, 2024 or 40 months after emergence (the “Revolving Maturity Date”)) that has an initial borrowing base equal to (i) the lesser of (a) $175,000 or (b) the Company’s proved developed producing reserves on a PV-15 basis, plus hedges, on 6-month roll-forward basis minus (ii) the aggregate amount of the Second Out Term Loans. There must be a minimum of $20,000 of availability under the Exit Facility at emergence.

The Company will raise $35,000 through a fully backstopped new money rights offering (the “Rights Offering”) of second-lien senior notes convertible into New Common Stock (as defined below) (the “2L Convertible Notes”) issued at par. The Convertible Notes will be convertible into shares of New Common Stock equal to 50% of the New Common Stock outstanding upon the reorganized Company’s emergence from bankruptcy (subject to certain anti-dilution protection) and will have the following terms:
they will have a maturity date of May 31, 2025 or 52 months after emergence, whichever is earlier;
they will bear interest at a rate of 9% per annum (if paid in cash), or 13% per annum (if paid in kind with additional principal);
interest must be paid in kind with additional principal if the Company’s liquidity is less than $20,000 at the time of such payment.

On August 15, 2020, the Debtors entered into a Backstop Purchase Agreement (the “Backstop Purchase Agreement”) with the backstop parties named therein (the “Backstop Parties”). The Backstop Parties are obligated to fund, if necessary, the
entirety of the initial $35,000 principal amount. In exchange for that commitment, such holders will receive a put option premium (the “Put Option Premium”) equal to 10% of the total issued and outstanding shares of new common stock of the reorganized Company (the “New Common Stock”) prior to dilution by the Management Incentive Plan (as defined below), the Warrants (as defined below) and the conversion of the 2L Convertible Notes. The Convertible Notes will be convertible into shares of New Common Stock equal to 50% of New Common Stock outstanding upon the reorganized Company’s emergence from bankruptcy (subject to certain anti-dilution protection). If the Backstop Purchase Agreement is terminated (subject to certain exceptions, including a termination of the Backstop Purchase Agreement by the Company as a result of a breach by the Backstop Parties), the Debtors will be required to pay the Put Option Premium in a cash amount equal to $2,625 in lieu of New Common Stock. The transactions contemplated by the Backstop Purchase Agreement are conditioned upon the satisfaction or waiver of customary conditions for transactions of this nature, including among other things that (i) the Bankruptcy Court shall have confirmed the Plan and (ii) all Convertible Notes have been, or concurrently with the Closing will be, subscribed for or purchased pursuant to the Backstop Purchase Agreement.

The reorganized Company will adopt a management incentive plan (the “Management Incentive Plan”), which will provide for the issuance of equity and/or equity based awards for up to 7% of the new common equity issued by the reorganized Company, the terms and conditions of which will be determined by the reorganized Company’s new board members within 30 days after emergence.

Holders of Credit Agreement Claims
Lenders under the Credit Agreement will receive, on account of their prepetition loans, (i) their pro rata share of cash in the amount of the difference between their outstanding loans as of the effective date of the Plan of Reorganization and the initial borrowing base under the Exit Facility and (ii) with respect to lenders who agree to provide revolving commitments under the Exit Facility, their pro rata share of an additional amount of cash in excess of $5,000 (less cash payments scheduled to be made as severance payments to former officers and employees at or around emergence in accordance with the terms of the severance settlement agreements in an amount not to exceed $1,220 and less other cash payments required to be made at or around exit pursuant to the Plan of Reorganization) and new first-lien first-out revolving loans on account of their remaining prepetition loans and, with respect to lenders electing not to provide revolving commitments under the Exit Facility, new first-lien second-out term loans on account of their remaining prepetition loans.

Holders of Senior Notes
At emergence, each holder of Senior Notes will receive its pro rata share of (i) 100% of the New Common Stock, subject to dilution by any New Common Stock issued in connection with the Management Incentive Plan, Warrants (as defined below), conversion of the 2L Convertible Notes and the Put Option Premium, and obligations in respect of the Senior Notes would be extinguished and (ii) rights to participate pro rata in the Rights Offering of the 2L Convertible Notes.

Holders of Other Claims
Except as otherwise provided in the Plan of Reorganization, all other claims, including general unsecured claims, will receive treatment that renders them unimpaired under the Bankruptcy Code.

Existing Equityholders
All of the Company's existing common stock and other equity interests will be cancelled without any distribution to the holders of such common stock and other equity interests on account thereof.
However, holders of the Company's existing common stock and certain other equity interests that do not object to the Plan of Reorganization or opt out of the releases contained in the Plan of Reorganization (the “Eligible Common Stockholders”) are entitled to receive their ratable share of $1,200 in cash and the package of cashless exercise warrants described below (or in the case of certain holders of equity interests who do not hold through the DTC, cash in an amount equal to $0.01508 per share in lieu of such warrants). As of the date hereof, the Company has 47,790,146 shares of common stock outstanding.
The cashless exercise warrants distributable pro rata to the Eligible Common Stockholders (the “Warrants”) will be exercisable for (i) 5% of the New Common Stock issued by the reorganized Company at emergence, with a $300,000 equity value strike price and 4-year term and (ii) 5% of the New Common Stock issued by the reorganized Company at emergence with a $350,000 equity value strike price and 5-year term. The Warrants will be subject to dilution by New Common Stock issued in connection with the Management Incentive Plan, the Put Option Premium, and any conversion of the 2L Convertible Notes.
Claimants in the Prior Chapter 11 Cases
Holders of claims in the Prior Chapter 11 Cases that are classified in Class 6 or Class 8 in the Prior Reorganization Plan, if and when their claims are allowed, that do not object to the Plan of Reorganization or opt out of the releases contained in the Plan of Reorganization will receive an equivalent amount of cash as such Eligible Common Stockholders who do not hold through the DTC. Distributions to holders of such claims in the Prior Chapter 11 Cases after the effective date of the Plan of Reorganization will be capped at $150.