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Debt
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt

Note 9. Debt

Our consolidated debt obligations consisted of the following at the dates indicated:

 

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

(In thousands)

 

Revolving Credit Facility (1)

$

255,000

 

 

$

285,000

 

Paycheck Protection Program loan

 

5,516

 

 

 

 

Total long-term debt

$

260,516

 

 

$

285,000

 

 

 

(1)

The carrying amount of our Revolving Credit Facility approximates fair value because the interest rates are variable and reflective of market rates.

Revolving Credit Facility

On November 2, 2018, OLLC and Amplify Acquisitionco, Inc. (“Acquistionco”) entered into a credit agreement (the “Credit Agreement”), providing for a reserve-based revolving credit facility (the “Revolving Credit Facility”), subject to a borrowing base of $260.0 million as of December 31, 2020, which is guaranteed by us and all of our current subsidiaries. The Credit Agreement matures on November 2, 2023. The borrowing base under the Company’s Credit Agreement is subject to redetermination on at least a semi-annual basis based on an engineering report with respect to our estimated oil, NGL and natural gas reserves, which will take into account the prevailing oil, NGL and natural gas prices at such time, as adjusted for the impact of commodity derivative contracts. Unanimous approval by the lenders is required for any increase to the borrowing base.

The terms and conditions under the original Credit Agreement include (but are not limited to) the following:

 

at OLLC’s option, borrowings under the Credit Agreement will bear interest at the base rate, LIBOR Market Index rate or LIBOR plus an applicable margin. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the federal funds effective rate plus 50 basis points, (ii) the rate of interest in effect for each day as publicly announced from time to time by the Agent as its “prime rate”; and (iii) the adjusted LIBOR rate for a one-month interest period plus 100 basis points per annum. The applicable margin for base rate loans ranges from 100 to 200 basis points, and the applicable margin for LIBOR loans and LIBOR Market loans ranges from 200 to 300 basis points, in each case depending on the percentage of the borrowing base utilized;

 

the obligations under the Revolving Credit Facility are secured by mortgages on not less than 85% of the PV-9 value of oil and gas properties (and at least 85% of the PV-9 value of the proved, developed and producing oil and gas properties) included in the determination of the borrowing base. OLLC and its other subsidiaries entered into a pledge and security agreement in favor of the Agent for the secured parties, pursuant to which OLLC’s obligations under the Credit Agreement are secured by a first priority security interest in substantially all of our assets (subject to permitted liens). Additionally, the Company entered into a non-recourse pledge agreement in favor of the Agent for the secured parties, pursuant to which OLLC’s obligations under the Credit Agreement are secured by a pledge and security interest of 100% of the equity interests held by the Company in Acquisitionco;

 

0.5% fee on unused line of credit;

 

 

certain financial covenants, including the maintenance of (i) as of the date of determination, a maximum total debt to EBITDAX ratio of 4.00 to 1.00, and (ii) a current ratio of not less than 1.00 to 1.00; and

 

certain events of default, including, without limitation: non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy.

Borrowing Base Redetermination Agreement and Fourth Amendment

On November 17, 2020, the Company entered into the Borrowing Base Redetermination Agreement and Fourth Amendment to Credit Agreement, among the Borrower, Amplify Acquisitionco LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and Bank of Montreal, as administrative agent (the “Fourth Amendment”). The Fourth Amendment amended the parties’ existing Credit Agreement, to among other things:

 

reaffirm the borrowing base under the Credit Agreement at $260.0 million; and

 

modify the affirmative hedging covenant to include at least 65% and 45% hedge for calendar years 2021 and 2022 on a total proved developed producing reserves, respectively.

The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the Fourth Amendment, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 18, 2020.

Borrowing Base Redetermination Agreement and Third Amendment

On June 12, 2020, the Company entered into the Borrowing Base Redetermination Agreement and Third Amendment to Credit Agreement, among the Borrower, Amplify Acquisitionco LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and Bank of Montreal, as administrative agent (the “Third Amendment”). The Third Amendment amended the parties’ existing Credit Agreement, to among other things:

 

reduce the borrowing base under the Credit Agreement from $450.0 million to $285.0 million, with monthly reductions of $5.0 million thereafter until the borrowing base is reduced to $260.0 million, effective November 1, 2020;

 

increase the amount of first priority liens on all assets from at least 85% to 90%;

 

the applicable margin for LIBOR loans and LIBOR Market loans increased from 200 to 300 basis points to 250 to 350 basis points.

 

suspend certain financial covenants for the quarter ended June 30, 2020;

 

amend the definition of “Consolidated EBITDAX” in the Credit Agreement to decrease the limit of cash and cash equivalents permitted from $30.0 million to $25.0 million and increase the limit of transaction-related expense add-backs from $5.0 million to $20.0 million;

 

increase the minimum hedging requirements to at least 30% - 60% of our estimated production from total proved developed producing reserves;

 

incorporate a mandatory prepayment at times when cash and cash equivalents (as defined in the Credit Agreement) on hand exceed $25.0 million for five consecutive business days; and

 

amend certain other covenants and provisions.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2020.

Borrowing Base Redetermination

On November 8, 2019, as part of the Company’s fall 2019 semiannual borrowing base redetermination, the borrowing base and lender commitments under the Company’s Credit Agreement among wholly owned subsidiaries of the Company, Bank of Montreal, as administrative agent, and other lenders party thereto was decreased from $530.0 million to $450.0 million.

Joinder Agreement

In connection with the Merger, on August 6, 2019, Amplify Energy Operating LLC and Amplify Acquisitionco LLC entered into a Borrowing Base Redetermination, Commitment Increase and Joinder Agreement to Credit Agreement, with the guarantors party thereto, the lenders party thereto and Bank of Montreal, as administrative agent (the “Joinder Agreement”). The Joinder Agreement amended the Revolving Credit Facility to, among other things:

 

redetermine the borrowing base of the Revolving Credit Facility, by increasing the borrowing base from $425.0 million to $530.0 million;

 

increase the commitments of certain of the original lenders under the Revolving Credit Facility; and

 

add additional lenders as parties to the Revolving Credit Facility.

Upon closing of the Merger on August 6, 2019, Midstates’ existing reserve-based revolving credit facility was terminated, and all remaining borrowings were repaid by the Company.

The foregoing description of the Joinder Agreement is qualified in its entirety by reference to the Joinder Agreement, which is attached as Exhibit 10.1 to Legacy Amplify’s Current Report on Form 8-K filed on August 6, 2019.

Second Amendment to Revolving Credit Facility

On July 16, 2019, OLLC entered into the Second Amendment to Credit Agreement (the “Second Amendment”), among OLLC, Acquisitionco, Amplify Energy, the guarantors party thereto, the lenders party thereto and the Administrative Agent.

The Second Amendment amended the parties’ existing Credit Agreement, dated as of November 2, 2018, in connection with the completion of the Merger, following which Midstates may contribute, through a series of transactions, the equity interests it holds in Midstates Petroleum Company, LLC, a Delaware limited liability company, to the borrower (the “Contribution”), to, among other things, (i) provide that if the Merger and the Contribution are not consummated on or prior to August 31, 2019, the Administrative Agent and the lenders have the right (but not the obligation) to redetermine the borrowing base on or after September 1, 2019 and (ii) amend certain other provisions of the Revolving Credit Facility.

The Second Amendment also contains customary representations, warranties and agreements of OLLC and the guarantors. All other material terms and conditions of the Revolving Credit Facility were unchanged by the Second Amendment.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, which is attached as Exhibit 10.1 to Legacy Amplify’s current report on Form 8-K filed on July 17, 2019.

First Amendment to Revolving Credit Facility

On May 5, 2019, OLLC entered into the First Amendment to Credit Agreement (the “First Amendment”), among OLLC, Acquisitionco, Amplify Energy, the guarantors party thereto, the lenders party thereto and Bank of Montreal, as administrative agent. (the “Administrative Agent”).

The First Amendment amended the Revolving Credit Facility to, among other things, (i) modify certain defined terms in connection with the completion of the transactions contemplated by the Merger Agreement, including the Merger; (ii) allow certain structural changes for tax planning activities; and (iii) modify certain covenants in the Revolving Credit Facility that restrict Amplify Energy’s ability to take certain actions or engage in certain business such that, once the First Amendment is effective, the occurrence of such actions or business in connection with the Merger Agreement or completion of the transactions contemplated thereby, including the Merger, will not be so restricted.

Certain of the modifications to the Revolving Credit Facility, including those permitting pre-Merger tax restrictions, became effective upon the signing of the First Amendment. The remaining modifications become effective concurrently with the consummation of the Merger, subject to certain closing conditions.

The First Amendment also contains customary representations, warranties and agreements of OLLC and the guarantors. All other material terms and conditions of the Revolving Credit Facility were unchanged by the First Amendment.

The foregoing description of the First Amendment is qualified in its entirety by reference to the First Amendment, which is attached as Exhibit 10.1 to Legacy Amplify’s current report on Form 8-K filed on May 6, 2019.

Debt Compliance

As of December 31, 2020, we were in compliance with all the financial (current ratio and total leverage ratio) and other covenants associated with our Revolving Credit Facility.

Paycheck Protection Program

On April 24, 2020, the Company received a $5.5 million loan under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program was established as part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide loans to qualifying businesses. The loans and accrued interest are potentially forgivable provided that the borrower uses the loan proceeds for eligible purposes. At this time, the Company anticipates that a substantial majority of the loan proceeds will be forgiven under the program. The term of the Company’s PPP Loan is two years with an annual interest rate of 1% and no payments of principal or interest due during the six-month period beginning on the date of the PPP Loan.

Weighted-Average Interest Rates

The following table presents the weighted-average interest rates paid on variable-rate debt obligations for the periods presented:

 

 

For the Year Ended

 

 

December 31,

 

 

2020

 

 

2019

 

Revolving Credit Facility

3.63%

 

 

4.76%

 

 

Letters of credit

At December 31, 2020, we had no letters of credit outstanding.

Unamortized Deferred Financing Costs

Unamortized deferred financing costs associated with our Revolving Credit Facility was $1.6 million at December 31, 2020. The unamortized deferred financing costs are amortized over the remaining life of our Revolving Credit Facility using the straight-line method which generally approximate the effective interest method.

For the year ended December 31, 2020, we wrote-off $2.4 million of deferred financing costs in connection with the decrease in our borrowing base.