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Long-Term Debt
6 Months Ended
Jun. 30, 2016
Debt Disclosure [Abstract]  
Long-Term Debt

9. Long-Term Debt

The Company’s debt consists of the following:

 

 

 

June 30, 2016

(unaudited)

 

 

December 31, 2015

 

 

 

(In thousands)

 

Revolving credit facility

 

$

99,500

 

 

$

87,000

 

8.750% senior notes

 

 

220,000

 

 

 

220,000

 

Less unamortized discount on 8.750% senior notes

 

 

(3,025

)

 

 

(3,575

)

Less deferred financing costs on 8.750% senior notes

 

 

(1,548

)

 

 

(1,785

)

Other

 

 

270

 

 

 

286

 

 

 

$

315,197

 

 

$

301,926

 

 

Senior Revolving Credit Facility

On July 28, 2015, LRAI closed a new $500,000,000 Senior Secured Credit Facility which replaced a $400,000,000 Wells Fargo-led syndicated facility.  The new facility was arranged by Citibank, N.A. and features an expanded borrowing base of $180,000,000 as of December 31, 2015.  The new facility provides additional liquidity for the Company and a lower interest rate.  The new rate is a 25 basis point improvement over the LIBOR interest rate spread.  The new facility provides for an extension in the maturity date to October 16, 2018, which represents a seven month extension over the Wells Fargo-led facility.  The financial covenants contained in this new facility are substantially the same as the previous facility.  As of June 30, 2016 (giving effect to the amended covenant ratio discussed below) and December 31, 2015, LRAI was in compliance with all covenants including all financial ratios under the Citibank-led facility.  As of June 30, 2016 and December 31, 2015, $99,500,000 and $87,000,000 was borrowed, respectively, under the Citibank-led revolving credit facility.

The revolving credit facility may be used for loans and, subject to a $2,500,000 sub-limit, letters of credit.  The revolving credit facility provides for a commitment fee of 0.375% to 0.5% based on the unused portion of the borrowing base under the revolving credit facility.

Borrowings under the revolving credit facility, at LRAI’s election, bear interest at either: (i) an alternate base rate (“ABR”) equal to the higher of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.5% per annum, and (c) the adjusted LIBO rate of a three-month interest period on such day plus 1.0%; or (ii) the adjusted LIBO rate, which is the rate stated on Reuters screen LIBOR01 page, for one, two, three, six or twelve months, as adjusted for statutory reserve requirements for Eurocurrency liabilities, plus, in each of the cases described in clauses (i) and (ii) above, an applicable margin ranging from 0.75% to 1.75% for ABR loans and from 1.75% to 2.75% for adjusted LIBO rate loans.

The revolving credit facility requires LRAI to maintain certain financial ratios and limits the amount of indebtedness LRAI can incur.  Subject to certain permitted liens, LRAI’s obligations under the revolving credit facility have been secured by the grant of a first priority lien on no less than 80% of the value of the proved oil and gas properties of the Company and its subsidiaries.

In connection with the revolving credit facility, LRAI and certain of its subsidiaries also entered into certain customary ancillary agreements and arrangement, which, among other things, provide that the indebtedness, obligations, and liabilities of the Company arising under or in connection with the revolving credit facility are unconditionally guaranteed by such subsidiaries.

Effective as of July 27, 2016, LRAI, the several banks and other financial institutions party thereto (collectively, the “Consenting Lenders”) and Citibank, N.A., in its capacity as administrative agent for the lenders (the “Administrative Agent”) entered into the Third Amendment to Credit Agreement and Limited Waiver (the “Amendment”) to that certain Credit Agreement dated as of July 28, 2015, by and among LRAI, the Consenting Lenders (together with the other banks and financial institutions party thereto, the “Lenders”) and the Administrative Agent (as amended, supplemented and modified, the “Credit Agreement”) to (a) permit LRAI to incur the second lien obligations contemplated by the Securities Purchase Agreement with Leucadia National Corporation and others (as described below) and LRAI’s contemplated use of proceeds thereof, (b) increase the applicable margin for Eurodollar and ABR loans and letter of credit fees by 0.75% across all levels of the previously applicable pricing grid, (c) modify the fee payable on the actual daily unused amount of the aggregate commitments to a flat 0.50% across all levels of the pricing grid, (d) increase the minimum percentage of the value of LRAI’s oil and gas properties that must be mortgaged as collateral for the obligations under the Credit Agreement and the other loan documents from 80% to 90%, (e) modify the maximum leverage ratio thresholds from 4.0 to 1.0 to (i) 4.75 to 1.0 for the four quarter period ending June 30, 2016, (ii) 4.50 to 1.0 for the four quarter period ending September 30, 2016, (iii) 4.25 to 1.0 for the four quarter period ending December 31, 2016 and (iv) 4.00 to 1.0 for all periods thereafter, (f) prohibit distributions to the Predecessor or the Successor, as applicable, for general and administrative expenses after September 30, 2016 and (g) amend certain other provisions of the Credit Agreement as more specifically set forth in the Amendment.

8.750% Senior Notes

On April 4, 2014, LRAI issued at par $220,000,000 of 8.750% Senior Unsecured Notes due April 15, 2019 (“Notes”) to U.S. based institutional investors. The net proceeds from the offering of approximately $212,000,000 (after deducting purchasers’ discounts and offering expenses) were used to repay LRAI’s revolving credit facility and 2nd lien facility, and for general corporate purposes. Under the 2nd lien term loan agreement, LRAI was required to pay a prepayment fee of $1,100,000 in connection with the early prepayment of the facility equal to 2.0% of the principal balance that was prepaid. This facility was terminated upon repayment.

On or after April 15, 2016, LRAI may redeem the Notes in whole or in part at the redemption prices (expressed as percentages of the principal amount) set forth in the following table plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:

 

Year

 

Percentage

 

2016

 

 

106.563

%

2017

 

 

104.375

%

2018 and thereafter

 

 

100.000

%

 

In addition, upon a change of control of LRAI, holders of the Notes will have the right to require LRAI to repurchase all or any part of their Notes for cash at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest. The Notes were issued under and governed by an Indenture dated April 4, 2014, between LRAI, Wells Fargo Bank, National Association, as trustee and LRAI’s subsidiaries named therein as guarantors (the “Indenture”). The Indenture contains covenants that, among other things, limit the ability of LRAI and its subsidiaries to: incur indebtedness; pay dividends or make other distributions on stock; purchase or redeem stock or subordinated indebtedness; make investments; create liens; enter into transactions with affiliates; sell assets; refinance certain indebtedness; and merge with or into other companies or transfer substantially all of LRAI’s assets.

Debt Issuance Costs

The Company capitalizes certain direct costs associated with the issuance of long-term debt and amortizes such costs over the lives of the respective debt. At June 30, 2016 and December 2015, the Company had approximately $900,000 and $1,100,000, respectively, of debt issuance costs remaining that are being amortized over the lives of the respective debt which are recorded as other non-current assets in the consolidated balance sheets.