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Long Term Debt
12 Months Ended
Dec. 31, 2013
Long Term Debt  
Long Term Debt

7.  Long Term Debt

 

Listed below are our debt obligations as of the periods presented:

 

 

 

Interest Rate

 

December 31, 2013

 

December 31, 2012

 

 

 

(in millions)

 

$

2.5 billion RBL credit facility - due May 24, 2017

 

Variable

 

$

295

 

$

105

 

$

750 million senior secured term loan - due May 24, 2018(1)(3) 

 

Variable

 

495

 

742

 

$

400 million senior secured term loan - due April 30, 2019(2)(3) 

 

Variable

 

149

 

399

 

$

750 million senior secured notes - due May 1, 2019(3) 

 

6.875%

 

750

 

750

 

$

2.0 billion senior unsecured notes - due May 1, 2020

 

9.375%

 

2,000

 

2,000

 

$

350 million senior unsecured notes - due September 1, 2022

 

7.75%

 

350

 

350

 

Total

 

 

 

$

4,039

 

$

4,346

 

 

(1)             The Term Loan was issued at 99 percent of par and carries interest at a specified margin over the LIBOR of 4.00%, with a minimum LIBOR floor of 1.00%. As of December 31, 2013 the effective interest rate of the note was 3.50%.  In May 2013, we entered into an agreement to reprice our term loan which will carry interest at a specified margin over the LIBOR of 2.75%, with a minimum LIBOR floor of 0.75% over the remaining life of the term loan.

(2)             The Term Loan carries interest at a specified margin over the LIBOR of 3.50%, with a minimum LIBOR floor of 1.00%.

(3)             The term loans and secured notes are secured by a second priority lien on all of the collateral securing the RBL credit facility, and effectively rank junior to any existing and future first lien secured indebtedness of the Company.

 

As of December 31, 2013 and 2012 we have $111 million and $134 million, respectively, in deferred financing costs on our consolidated balance sheets. During 2013, the period from March 23 (inception) to December 31, 2012, and the predecessor period from January 1 to May 24, 2012, we amortized $21 million, $13 million, and $7 million, respectively, of deferred financing costs.  These costs are included in interest expense.  During 2013, we recorded a $9 million loss on the extinguishment of debt in our consolidated income statement reflecting the pro-rata portion of deferred financing costs written off in conjunction with (i) the repayment of approximately $250 million under each of our $750 million and $400 million term loans, (ii) our $750 million term loan re-pricing in May 2013 and (iii) the semi-annual redetermination of our RBL Facility in March 2013.  During the successor period of 2012, we recorded a $14 million loss on debt extinguishment in our consolidated income statement reflecting the pro-rata portion of deferred financing costs written off, debt discount and call premiums paid related to lenders who exited or reduced their loan commitments in conjunction with our $750 million term loan repricing.

 

$2.5 Billion Reserve-based Loan (RBL). We have a $2.5 billion credit facility in place which allows us to borrow funds or issue letters of credit (LCs).  As of December 31, 2013, we had $295 million of outstanding borrowings and approximately $8 million of letters of credit issued under the facility, leaving $2.2 billion of remaining capacity available.  During 2014, we received a contribution from our parent subsequent to their initial public offering to pay down a portion of our then outstanding balance.  As of February 24, 2014 we had $275 million in outstanding borrowings under the facility.  Listed below is a further description of our credit facility as of December 31, 2013:

 

Credit Facility

 

Maturity
Date

 

Interest
Rate

 

Commitment fees

 

$2.5 billion RBL

 

May 24, 2017

 

LIBOR + 1.50%(1) 1.50% for LCs

 

0.375% commitment fee on unused capacity

 

 

(1)  Based on our December 31, 2013 borrowing level. Amounts outstanding under the $2.5 billion RBL facility bear interest at specified margins over the LIBOR of between 1.50% and 2.50% for Eurodollar loans or at specified margins over the Alternative Base Rate (ABR) of between 0.50% and 1.50% for ABR loans. Such margins will fluctuate based on the utilization of the facility.

 

The RBL Facility is collateralized by certain of our oil and natural gas properties and has a borrowing base subject to semi-annual redetermination. Our next redetermination date is in April 2014. Downward revisions of our oil and natural gas reserves due to future declines in commodity prices, performance revisions, sales of assets, or the incurrence of certain types of additional debt, among other items, could cause a redetermination of the borrowing base and could negatively impact our ability to borrow funds under the RBL Facility in the future.

 

Guarantees.  Our obligations under the RBL Facility, term loan, secured and unsecured notes are fully and unconditionally guaranteed, jointly and severally, by the Company’s present and future direct and indirect wholly owned material domestic subsidiaries. Our foreign wholly-owned subsidiaries are not parties to the guarantees.   As of December 31, 2013, foreign subsidiaries that do not guarantee the unsecured notes and are recorded as discontinued operations held approximately 1% of our consolidated assets and had no outstanding indebtedness, excluding intercompany obligations. For the year ended December 31, 2013, and for the period from March 23 (inception) to December 31, 2012, these non-guarantor subsidiaries generated approximately 5% and 7%, respectively, of our revenue including the impacts of financial derivative instruments. We have provided consolidating financial statements which include the separate results of our guarantor and non-guarantor subsidiaries in Note 12.

 

Restrictive Provisions/Covenants.  The availability of borrowings under our credit agreements and our ability to incur additional indebtedness is subject to various financial and non-financial covenants and restrictions. Our most restrictive financial covenant requires that our debt to EBITDAX ratio, as defined in the credit agreement, must not exceed 4.75 to 1.0 during the current period. Certain other covenants and restrictions, among other things, also limit our ability to incur or guarantee additional indebtedness; make any restricted payments or pay any dividends on equity interests or redeem, repurchase or retire parent entities’ equity interests or subordinated indebtedness; sell assets; make investments; create certain liens; prepay debt obligations; engage in transactions with affiliates; and enter into certain hedge agreements. As of December 31, 2013, we were in compliance with our debt covenants.