10. Debt

The Company's total debt, including debt classified as current, as of December 31, 2016 and 2015 is as follows (in thousands):

	Principal				Unamortized Deferred Gain on Debt Forgiven				Unamortized Debt Issuance Costs					Total
	Successor		Predecessor		Successor		Predecessor		Successor		Predecessor			Successor		Predecessor
	Successor		Predecessor		Successor		Predecessor		Successor		Predecessor			Successor		Predecessor
	2016		2015		2016		2015		2016(1)		2015			2016		2015
	2016		2015		2016		2015		2016(1)		2015			2016		2015
Predecessor Credit Facility	$	—	$	—	$	—	$	—	$	—	$	—		$	—	$	—
Successor Exit Facility		128,059		—		—		—		—		—			128,059		—
2020 Senior Notes		—		293,625		—		—		—		(11,344	)		—		282,281
2021 Senior Notes		—		347,652		—		—		—		(13,296	)		—		334,356
Second Lien Notes		—		625,000		—		42,293		—		—			—		667,293
Third Lien Notes		—		529,653		—		77,361		—		—			—		607,014

Total debt	$	128,059	$	1,795,930	$	—	$	119,654	$	—	$	(24,640	)	$	128,059	$	1,890,944


(1)	Unamortized debt issuance costs of $1.2 million associated with the Exit Facility are included in other noncurrent assets on the consolidated balance sheets.

2016 Reorganization

On the Effective Date, the Company satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, and, as a result, the Plan became effective in accordance with its terms and the Company emerged from the Chapter 11 Cases. Pursuant to the confirmed Plan, the significant transactions impacting the Company's outstanding debt balances as of the Effective Date were as follows:


	•	Credit Facility: (i) The permanent pay-down of $81.3 million of the Company's RBL with a $170.0 million Exit Facility established upon the Effective Date, (ii) the pay-down of $60.0 million of our Second Lien Notes in cash, and (iii) the conversion into equity of all of the Company's remaining debt junior to the RBL;
	•	Credit Facility Claims: Holders of allowed claims arising under the RBL (the "Credit Facility Claims") received their pro rata share of approximately $81.3 million in cash and the RBL was superseded, pursuant to the Plan, by the Exit Facility, as further described below;
	•	Second Lien Notes Claims: Holders of allowed claims arising under the Second Lien Notes (the "Second Lien Notes Claims") received their pro rata share of (i) 96.25% of the reorganized equity in the form of common stock and (ii) a cash payment of $60.0 million;
	•	Third Lien Notes Claims: Holders of Third Lien Notes Claims, pursuant to the Second/Third Lien Plan Settlement, received their pro rata share of 2.5% of the reorganized equity in the form of common stock and warrants to acquire 4,411,765 shares of common stock at a strike price of $24.00 per common share with an expiration date 42 months after the Effective Date;
	•	Unsecured Claims: Unsecured Notes Claims and the Holders of other general unsecured claims received their pro rata share of 1.25% of reorganized equity in the form of common stock and warrants to acquire 2,213,789 shares of common stock at a strike price of $46.00 per common share with an expiration date 42 months after the Effective Date; and
	•	Exit Facility: The Company's RBL, which was redetermined with a borrowing base of $170.0 million in April 2016, was superseded, pursuant to the Plan, by the Exit Facility as further described below.

2015 Debt Restructuring

On May 21, 2015, the Company issued $625.0 million of Second Lien Notes and utilized the proceeds to repay the outstanding balance of the RBL in an amount of approximately $468.2 million, with the remainder utilized for general corporate purposes. Further, the Company exchanged approximately $504.1 million of Third Lien Notes for approximately $279.8 million of 2020 Senior Notes and $350.3 million of 2021 Senior Notes, representing an exchange at 80.0% of the exchanged Unsecured Notes' par value. Additionally, on June 2, 2015, the Company exchanged approximately $20.0 million of Third Lien Notes for approximately $26.6 million of 2020 Senior Notes and $2.0 million of 2021 Senior Notes, representing an exchange at 70.0% of the exchanged Unsecured Notes' par value. Approximately $63.9 million of the principal amount of 2020 Senior Notes and $70.7 million of the principal amount of 2021 Senior Notes was extinguished.

The exchanges of Third Lien Notes for the Unsecured Notes as well as the issuance of the Second Lien Notes were accounted for as a troubled debt restructuring. As the future cash flows of the modified debt instruments were greater than the carrying amount of the previous debt instruments, no debt extinguishment gain was recognized. The amount of extinguished debt was to be amortized over the remaining life of the Second Lien Notes and Third Lien Notes using the effective interest method and recognized as a reduction of interest expense. All costs incurred related to the May 21, 2015 and June 2, 2015 exchanges, including restructuring costs as well as the direct issuance costs of the Second Lien Notes and Third Lien Notes, were expensed and are included within debt restructuring costs and advisory fees in the consolidated statements of operations. As a result of the Company's emergence on the Effective Date, the remaining unamortized gain on the troubled debt restructuring was eliminated at that time.

Exit Facility

At December 31, 2016, the Company maintained the Exit Facility with a borrowing base of $170.0 million with no borrowing base redeterminations to occur until April 2018 (provided certain conditions are met) and semiannual borrowing base redeterminations each year on April 1 and October 1 thereafter. Until April 2018, unless the borrowing base is redetermined earlier, the amount available to be drawn under the Exit Facility is reduced by $40.0 million, and thereafter, the Company must maintain liquidity (as defined therein) equal to at least 20.0% of the effective borrowing base. At December 31, 2016, the Company had $128.1 million drawn on the Exit Facility and had outstanding letters of credit obligations totaling $1.9 million. As a result, at December 31, 2016 the Company had no amount of availability on the Exit Facility.

The Exit Facility matures on September 30, 2020 and borrowings thereunder are secured by (i) first-priority mortgages on at least 95% of the Company's oil and gas properties, (ii) all other presently owned or after-acquired property (including but not limited to as-extracted collateral, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, real property and the proceeds of the foregoing) and (iii) a perfected pledge on all equity interests. The Exit Facility bears interest at LIBOR plus 4.50% per annum, subject to a 1.00% LIBOR floor. At December 31, 2016, the weighted average interest rate was 5.50%.

In addition to interest expense, the Exit Facility requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of 0.50% per annum based on the average daily amount by which the borrowing base exceeds the outstanding borrowings during each quarter.

In addition to the aforementioned liquidity covenant, the Exit Facility, also contains various other financial covenants, including an EBITDA to interest expense coverage ratio limitation of 3.00:1.00, a ratio limitation of Total Net Indebtedness (as defined in the Exit Facility) to EBITDA of not more than 2.25:1.00 through April 1, 2018 and not more than 3.00:1.00 thereafter, and a limitation on Capital Expenditures (as defined) of $50.0 million for the 6 months ended December 31, 2016, $81.0 million for the year ended December 31, 2017, $85.0 million for the year ended December 31, 2018 and $78.0 million for the year ended December 31, 2019. The Exit Facility is also subject to a variety of other terms and conditions including conditions precedent to funding, restrictions on the payment of dividends and various other covenants and representations and warranties. As of December 31, 2016, the Company was in compliance with our debt covenants.

The Company believes the carrying amount of the Credit Facility at December 31, 2016 approximates its fair value (Level 2) due to the variable nature of the Exit Facility interest rate.

RBL

Prior to the Effective Date, the Company maintained the $750.0 million RBL with a borrowing base of $252.0 million. In February 2016, the Company borrowed approximately $249.2 million under the RBL, which represented the remaining undrawn availability. As a result of the semiannual redetermination on April 1, 2016, the borrowing base was reduced by $82.0 million to $170.0 million from the previous borrowing base of $252.0 million.

Borrowing under the RBL bore interest at LIBOR plus an applicable margin, depending upon the Company's borrowing base utilization, between 2.00% and 3.00% per annum. In addition to interest expense, the RBL required the payment of a commitment fee each quarter at the rate of either 0.375% or 0.500% per annum based on the average daily amount by which the borrowing base exceeded the outstanding borrowings during each quarter.

The RBL was superseded and replaced by the Exit Facility on the Effective Date. On the Effective Date, $121.3 million of outstanding borrowings on the RBL were repaid, with the remaining outstanding balance carried over to the Exit Facility.

2020 Senior Notes

On October 1, 2012, the Company issued $600.0 million in aggregate principal amount of 2020 Senior Notes, conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). In October 2013, these notes were exchanged for an equal principal amount of identical registered notes. On May 21, 2015 and June 2, 2015, a total of approximately $306.4 million aggregate principal amount of 2020 Senior Notes were exchanged for Third Lien Notes. The 2020 Senior Notes had an interest rate of 10.75%.

On the Effective Date, the obligations of the Company with respect to the 2020 Senior Notes were cancelled and holders of the 2020 Senior Notes received their agreed upon pro-rata share of the Unencumbered Assets Equity Distribution. See "—Note 2. Emergence from Voluntary Reorganization under Chapter 11 Proceedings" for further discussion.

2021 Senior Notes

On May 31, 2013, the Company issued $700.0 million in aggregate principal amount of 2021 Senior Notes. In October 2013, these notes were exchanged for an equal principal amount of identical registered notes. On May 21, 2015 and June 2, 2015, a total of approximately $352.3 million aggregate principal amount of 2021 Senior Notes were exchanged for Third Lien Notes. The 2021 Senior Notes had an interest rate of 9.25%.

On the Effective Date, the obligations of the Company with respect to the 2021 Senior Notes were cancelled and holders of the 2021 Senior Notes received their agreed-upon pro-rata share of the Unencumbered Assets Equity Distribution. See "—Note 2. Emergence from Voluntary Reorganization under Chapter 11 Proceedings" for further discussion.

Second Lien Notes

On May 21, 2015, the Company and Midstates Sub issued and sold $625.0 million aggregate principal amount of Second Lien Notes, in a private placement conducted pursuant to Rule 144A under the Securities Act. In November 2015, these notes were exchanged for an equal principal amount of identical registered notes. The Second Lien Notes had an interest rate of 10.0%.

On the Effective Date, the obligations of the Company with respect to the Second Lien Notes were cancelled and holders of the Second Lien Notes received a cash payment of $60.0 million as well as their agreed-upon pro-rata share of equity in the reorganized Company. See "—Note 2. Emergence from Voluntary Reorganization under Chapter 11 Proceedings" for further discussion.

Third Lien Notes

On May 21, 2015 and June 2, 2015, the Company issued approximately $504.1 million and $20.0 million, respectively, in aggregate principal amount of Third Lien Notes in a private placement and in exchange for an aggregate $306.4 million of the 2020 Senior Notes and $352.3 million of the 2021 Senior Notes. In November 2015, these notes were exchanged for an equal principal amount of identical registered notes. The Third Lien Notes had an interest rate of 12.0%, consisting of cash interest of 10.0% and paid-in-kind interest of 2.0%, per annum.

On the Effective Date, the obligations of the Company with respect to the Third Lien Notes were cancelled and holders of the Third Lien Notes received their agreed upon pro-rata share of equity and warrants in the reorganized Company as set forth in the Second/Third Lien Plan Settlement embodied in the Plan. See "—Note 2. Emergence from Voluntary Reorganization under Chapter 11 Proceedings" for further discussion.