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Debt
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Debt

Note 6 — Debt

A summary of the detail comprising the Company’s debt and the related book values for the respective periods presented is as follows (in thousands): 

 

 

March 31, 2021

 

 

December 31, 2020

 

12.00% Second-Priority Senior Secured Notes – due January 2026

 

$

650,000

 

 

$

 

11.00% Second-Priority Senior Secured Notes – due April 2022

 

 

 

 

 

347,254

 

7.50% Senior Notes – due May 2022

 

 

6,060

 

 

 

6,060

 

Bank Credit Facility – matures May 2022

 

 

465,000

 

 

 

640,000

 

Total debt, before discount and deferred financing cost

 

 

1,121,060

 

 

 

993,314

 

Discount and deferred financing cost

 

 

(71,695

)

 

 

(7,802

)

Total debt, net of discount and deferred financing costs

 

$

1,049,365

 

 

$

985,512

 

12.00% Second-Priority Senior Notes – due January 2026

The 12.00% Notes were issued pursuant to an indenture dated January 4, 2021 and the first supplemental indenture dated January 14, 2021 between Talos Energy Inc., Talos Production Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 12.00% Notes rank pari passu in right of payment and constitute a single class of securities for all purposes under the indentures. The 12.00% Notes mature January 15, 2026 and have interest payable semi-annually each January 15 and July 15, commencing on July 15, 2021. At any time prior to January 15, 2023, the Company may redeem up to 40% of the principal amount of 12.00% Senior Notes at a redemption rate of 112.00% of the principal amount plus accrued and unpaid interest. Thereafter, the Company may redeem all or a portion of the 12.00% Notes at redemption prices decreasing annually at January 15 from 106.00% to 100.00% plus accrued and unpaid interest.

The indenture governing the 12.00% Notes applies certain limitations on the Company’s ability and the ability of its subsidiaries to, among other things, (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities or redeem junior lien, unsecured or subordinated indebtedness; (iv) make investments; (v) restrict distributions, loans or other asset transfers from Talos Production Inc.’s restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of Talos Production Inc.’s properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates. The 12.00% Notes contain customary quarterly and annual reporting, financial and administrative covenants. The Company was in compliance with all debt covenants at March 31, 2021.

11.00% Second-Priority Senior Secured Notes – due April 2022

The 11.00% Notes were issued pursuant to an indenture dated May 10, 2018, between Talos Production Inc. (formerly Talos Production LLC) and Talos Production Finance Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 11.00% Notes mature April 3, 2022 and have interest payable semi-annually each April 15 and October 15. Prior to May 10, 2021, the Company may, at its option, redeem all or a portion of the 11.00% Notes at 102.75% of the principal amount plus accrued and unpaid interest. Thereafter, the Company may redeem all or a portion of the 11.00% Notes at redemption prices decreasing annually at May 10 from 102.75% to 100.0% plus accrued and unpaid interest.

On January 13, 2021, the Company redeemed $347.3 million aggregate principal amount of the 11.00% Notes using the proceeds from the issuance of the 12.00% Notes. The debt repurchase resulted in a loss on extinguishment of debt for the three months ended March 31, 2021 of $13.2 million, which is presented as “Other income (expense)” on the Condensed Consolidated Statements of Operations.

7.50% Senior Notes – due May 2022

The 7.50% Notes were assumed as a result of the exchange offer and consent solicitation from the Company’s business combination with Stone Energy Corporation. Substantially all of the restrictive covenants relating to the 7.50% Notes have been removed and collateral securing the 7.50% Notes has been released. The 7.50% Notes mature May 31, 2022 and have interest payable semi-annually each May 31 and November 30. Prior to May 31, 2021, the Company may, at its option, redeem all of the 7.50% Notes at 105.63% of the principal amount plus accrued and unpaid interest. Thereafter, the Company may redeem all or a portion of the 7.50% Notes at redemption prices decreasing annually at May 31 from 105.63% to 100.0% plus accrued and unpaid interest.

Bank Credit Facility – matures May 2022

The Company and Talos Production Inc. maintain a Bank Credit Facility with a syndicate of financial institutions, with a borrowing base of $960.0 million as of March 31, 2021. The borrowing base requires certain lender approval to access the last $25.0 million of capacity. The Bank Credit Facility matures on May 10, 2022.

The Bank Credit Facility bears interest based on the borrowing base usage, at the applicable London InterBank Offered Rate, plus applicable margins ranging from 3.00% to 4.00% or an alternate base rate, based on the federal funds effective rate plus applicable margins ranging from 2.00% to 3.00%. In addition, the Company is obligated to pay a commitment fee of 0.50% on the unutilized portion of the commitments. The Bank Credit Facility has certain debt covenants, the most restrictive of which is that the Company must maintain a total debt to EBITDAX Ratio (as defined in the Bank Credit Facility) of no greater than 3.00 to 1.00 calculated each quarter utilizing the most recent twelve months to determine EBITDAX. The Company must also maintain a current ratio of no less than 1.00 to 1.00 each quarter. According to the Bank Credit Facility, unutilized commitments are included in current assets in the current ratio calculation. The Bank Credit Facility is secured by substantially all of the oil and natural gas assets of the Company. The Bank Credit Facility is fully and unconditionally guaranteed by the Company and certain of its wholly-owned subsidiaries.

The Bank Credit Facility provides for determination of the borrowing base based on the Company’s proved producing reserves and a portion of our proved undeveloped reserves. The borrowing base is redetermined by the lenders at least semi-annually during the second quarter and fourth quarter each year. As a result of the issuances of the 12.00% Notes exceeding $550.0 million, the Bank Credit Facility borrowing base was reduced from $985.0 million to $960.0 million under the terms of the Bank Credit Facility. The Company’s scheduled redetermination meeting was held in April 2021, with results expected in early May 2021.

As of March 31, 2021, no more than $200.0 million of the Company’s borrowing base can be used as letters of credit. The amount the Company is able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Bank Credit Facility. The Company was in compliance with all debt covenants at March 31, 2021. As of March 31, 2021, the Company has $465.0 million of outstanding borrowings and $13.6 million in letters of credit issued under the Bank Credit Facility.