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Indebtedness
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Indebtedness

(8) INDEBTEDNESS

We had the following debt outstanding as of the dates shown below. No interest was capitalized during nine months ended September 30, 2022 or the year ended December 31, 2021 (in thousands).

 

 

 

September 30,
2022

 

 

December 31,
2021

 

Bank debt

 

$

 

 

$

 

Senior notes:

 

 

 

 

 

 

4.75% senior notes due 2030

 

 

500,000

 

 

 

 

4.875% senior notes due 2025

 

 

750,000

 

 

 

750,000

 

5.00% senior notes due 2022

 

 

 

 

 

169,589

 

5.00% senior notes due 2023

 

 

528,585

 

 

 

532,335

 

5.875% senior notes due 2022

 

 

 

 

 

48,528

 

8.25% senior notes due 2029

 

 

600,000

 

 

 

600,000

 

9.25% senior notes due 2026

 

 

 

 

 

850,000

 

Total senior notes

 

 

2,378,585

 

 

 

2,950,452

 

Unamortized premium

 

 

38

 

 

 

188

 

Unamortized debt issuance costs

 

 

(18,799

)

 

 

(24,853

)

Total debt net of debt issuance costs

 

 

2,359,824

 

 

 

2,925,787

 

Less current maturities of long-term debt

 

 

(528,149

)

 

 

(218,017

)

Total long-term debt

 

$

1,831,675

 

 

$

2,707,770

 

Bank Debt

In April 2022, we entered into an amended and restated revolving bank facility, which we refer to as our bank debt or our bank credit facility, which is secured by substantially all of our assets and has a maturity date of April 14, 2027. The bank credit facility provides for a maximum facility amount of $4.0 billion and an initial borrowing base of $3.0 billion. The bank credit facility also provides for a borrowing base subject to periodic redeterminations and for event-driven unscheduled redeterminations. As of September 30, 2022, our bank group was composed of seventeen financial institutions. The borrowing base may be increased or decreased based on our request and sufficient proved reserves, as determined by the bank group. The commitment amount may be increased to the borrowing base, subject to payment of a mutually acceptable commitment fee to those banks agreeing to participate in the facility increase. Borrowings under the bank credit facility can either be at the alternate base rate (ABR, as defined in the bank credit facility agreement) plus a spread ranging from 0.75% to 1.75% or at the secured overnight financing rate (SOFR, as defined in the bank credit facility agreement) plus a spread ranging from 1.75% to

2.75%. The applicable spread is dependent upon borrowings relative to the borrowing base. We may elect, from time to time, to convert all or any part of our SOFR loans to base rate loans or to convert all or any of the base rate loans to SOFR loans. The weighted average interest rate was 5.7% for third quarter 2022 compared to 2.0% for third quarter 2021. The weighted average interest rate was 3.7% for first nine months 2022 compared to 2.1% for first nine months 2021. A commitment fee is paid on the undrawn balance based on an annual rate of 0.30% to 0.375%. At September 30, 2022, the commitment fee was 0.30% and the interest rate margin was 1.75% on our SOFR loans and 0.75% on our ABR loans.

As part of our redetermination completed September 2022, our borrowing base was reaffirmed for $3.0 billion and our bank commitment was also reaffirmed at $1.5 billion. On September 30, 2022, we had no outstanding borrowings on our bank credit facility. Additionally, we had $330.5 million of undrawn letters of credit, leaving $1.2 billion of committed borrowing capacity available under the facility.

New Senior Notes

In January 2022, we issued $500.0 million aggregate principal amount of 4.75% senior notes due 2030 (the "4.75% Notes") for net proceeds of $492.5 million after underwriting expenses and commissions of $7.5 million. The 4.75% Notes, issued at par, were offered to qualified institutional buyers and to non-U.S. persons outside the United States in compliance with Rule 144A (for life) and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"). Interest due on the 4.75% Notes is payable semi-annually in February and August and is unconditionally guaranteed on a senior unsecured basis by all of our subsidiary guarantors. On or after February 1, 2027, we may redeem the 4.75% Notes, in whole or in part and from time to time, at 100% of the principal amounts plus accrued and unpaid interest. We may redeem the notes prior to their maturity at redemption prices based on a premium, plus accrued and unpaid interest as described in the indenture governing the 4.75% Notes. Upon occurrence of certain changes in control, we must offer to repurchase the 4.75% Notes. The 4.75% Notes are unsecured and are subordinated to all of our existing and future secured debt, rank equally with all of our existing and future unsecured debt and rank senior to all of our existing and future subordinated debt. On the closing of the issuance of the 4.75% Notes, we used the proceeds, along with cash on hand and our bank credit facility, to redeem $850.0 million of our 9.25% senior notes due 2026.

Early Redemption

In first quarter 2022, we announced a call for the redemption of $850.0 million of our outstanding 9.25% senior notes due 2026. The redemption price equaled 106.938% of par plus accrued and unpaid interest. The redemption date was February 1, 2022. We recognized a loss on early extinguishment of debt in first quarter 2022 of $69.2 million which represents expensing of the remaining deferred financing costs and the call premium costs.

Senior Note Redemption

If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any. During second quarter 2022, we retired our 5.00% senior notes due 2022 and our 5.875% senior notes due 2022 on their maturity date. We currently intend to retire our outstanding long-term debt as it matures, is callable or when market conditions are favorable to repurchase in the open market. In September 2022, we purchased in the open market $3.8 million aggregate principal amount of our 5.00% senior notes due 2023 with no gain or loss recognized.

Guarantees

Range is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our subsidiaries, which are directly or indirectly owned by Range, of our senior notes and our bank credit facility are full and unconditional and joint and several, subject to certain customary release provisions. The assets, liabilities and results of operations of Range and our guarantor subsidiaries are not materially different than our consolidated financial statements. A subsidiary guarantor may be released from its obligations under the guarantee:

in the event of a sale or other disposition of all or substantially all of the assets of the subsidiary guarantor or a sale or other disposition of all the capital stock of the subsidiary guarantor, to any corporation or other person (including an unrestricted subsidiary of Range) by way of merger, consolidation, or otherwise; or
if Range designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the terms of the indenture.

Debt Covenants

Our bank credit facility contains negative covenants that limit our ability, among other things, to pay cash dividends, incur additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of our business or operations,

merge, consolidate or make certain investments. We are required to maintain a maximum consolidated debt to EBITDAX ratio (as defined in the bank credit facility agreement) of 3.75x and a minimum current ratio (as defined in the bank credit facility agreement) of 1.0x. We were in compliance with applicable covenants under the bank credit facility at September 30, 2022.