Long-Term Debt

Long-term debt consists of the following at September 30, 2014 and December 31, 2013:



In thousands	September 30, 2014			December 31, 2013
Credit facility	$	—		$	275,000
Note payable	16,967			18,470
8.25% Senior Notes due 2019 (1)	—			298,305
7.375% Senior Notes due 2020 (2)	198,809			198,695
7.125% Senior Notes due 2021 (3)	400,000			400,000
5% Senior Notes due 2022 (4)	2,023,568			2,025,362
4.5% Senior Notes due 2023 (3)	1,500,000			1,500,000
3.8% Senior Notes due 2024 (5)	996,548			—
4.9% Senior Notes due 2044 (6)	698,030			—
Total debt	5,833,922			4,715,832
Less: Current portion of long-term debt	(2,062		)	(2,011		)
Long-term debt, net of current portion	$	5,831,860		$	4,713,821


(1)	The carrying amount is net of an unamortized discount of $1.7 million at December 31, 2013. The 2019 Notes were redeemed in July 2014 as discussed further below.


(2)	The carrying amount is net of unamortized discounts of $1.2 million and $1.3 million at September 30, 2014 and December 31, 2013, respectively.


(3)	These notes were sold at par and are recorded at 100% of face value.


(4)	The carrying amount includes an unamortized premium of $23.6 million and $25.4 million at September 30, 2014 and December 31, 2013, respectively.


(5)	The carrying amount is net of an unamortized discount of $3.5 million at September 30, 2014.


(6)	The carrying amount is net of an unamortized discount of $2.0 million at September 30, 2014.

Credit Facility

The Company has an unsecured credit facility, maturing on May 16, 2019, with aggregate commitments totaling $1.75 billion, which may be increased up to $4.0 billion upon agreement between the Company and participating lenders. The Company had no outstanding borrowings and approximately $1.75 billion of unused commitments on its credit facility at September 30, 2014. Borrowings under the credit facility bear interest at market-based interest rates plus a margin that is based on the terms of the borrowing and the credit ratings assigned to the Company's senior unsecured debt. The Company incurs commitment fees based on currently assigned credit ratings of 0.225% per annum of the daily average amount of unused borrowing availability.

The credit facility contains certain restrictive covenants including a requirement that the Company maintain a net debt to capitalization ratio of no greater than 0.65 to 1.00. This ratio represents the ratio of net debt (total debt less cash and cash equivalents) divided by the sum of net debt plus total shareholders’ equity. The Company was in compliance with this covenant at September 30, 2014.

Senior Notes

On May 19, 2014, the Company issued $1.0 billion of new 3.8% Senior Notes due 2024 and $700 million of new 4.9% Senior Notes due 2044 and received total net proceeds of approximately $1.68 billion after deducting the initial purchasers' fees. The Company used a portion of the net proceeds from the offerings to repay all borrowings then outstanding under its credit facility, which had a balance prior to payoff of $1.01 billion, and to finance the redemption of its 2019 Notes as discussed below. The remaining net proceeds are being used to fund a portion of the Company's 2014 capital program and for general corporate purposes.

On July 11, 2014, the Company redeemed its 2019 Notes using a portion of the proceeds from its May 2014 issuances of 2024 Notes and 2044 Notes. The 2019 Notes were redeemed for $317.5 million, representing a make-whole amount calculated in accordance with the terms of the 2019 Notes and related indenture. The Company recognized a pre-tax loss of $24.5 million related to the redemption, which includes the make-whole premium and the write-off of deferred financing costs and unaccreted debt discount and is reflected under the caption “Loss on extinguishment of debt" in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014.

The following table summarizes the maturity dates, semi-annual interest payment dates, and optional redemption periods related to the Company’s outstanding senior note obligations at September 30, 2014.

2020 Notes

2021 Notes

2022 Notes

2023 Notes

2024 Notes

2044 Notes

Maturity date

Oct 1, 2020

April 1, 2021

Sep 15, 2022

April 15, 2023

June 1, 2024

June 1, 2044

Interest payment dates

April 1, Oct. 1

March 15, Sept. 15

April 15, Oct. 15

June 1, Dec. 1

June 1, Dec.1

Call premium redemption period (1)

Oct 1, 2015

April 1, 2016

March 15, 2017

—

Make-whole redemption period (2)

Oct 1, 2015

April 1, 2016

March 15, 2017

Jan 15, 2023

Mar 1, 2024

Dec 1, 2043

Equity offering redemption period (3)

—

March 15, 2015

—


(1)	On or after these dates, the Company has the option to redeem all or a portion of its senior notes at the decreasing redemption prices specified in the respective senior note indentures (together, the “Indentures”) plus any accrued and unpaid interest to the date of redemption.


(2)	At any time prior to these dates, the Company has the option to redeem all or a portion of its senior notes at the “make-whole” redemption prices or amounts specified in the Indentures plus any accrued and unpaid interest to the date of redemption.


(3)	At any time prior to this date, the Company may redeem up to 35% of the principal amount of its 2022 Notes under certain circumstances with the net cash proceeds from one or more equity offerings at the redemption price specified in the indenture for the 2022 Notes plus any accrued and unpaid interest to the date of redemption.

The Company’s senior notes are not subject to any mandatory redemption or sinking fund requirements.

The indentures governing the Company's senior notes contain covenants that, among others, limit the Company's ability to create liens securing certain indebtedness, enter into certain sale-leaseback transactions, and consolidate, merge or transfer certain assets. The senior note covenants are subject to a number of important exceptions and qualifications. The Company was in compliance with these covenants at September 30, 2014. Two of the Company’s subsidiaries, Banner Pipeline Company, L.L.C. and CLR Asset Holdings, LLC, which have no material assets or operations, fully and unconditionally guarantee the senior notes. The Company’s other subsidiaries, the value of whose assets and operations are minor, do not guarantee the senior notes.

Note Payable

In February 2012, 20 Broadway Associates LLC, a 100% owned subsidiary of the Company, borrowed $22 million under a 10-year amortizing term loan secured by the Company’s corporate office building in Oklahoma City, Oklahoma. The loan bears interest at a fixed rate of 3.14% per annum. Principal and interest are payable monthly through the loan’s maturity date of February 26, 2022. Accordingly, approximately $2.1 million is reflected as a current liability under the caption “Current portion of long-term debt” in the condensed consolidated balance sheets as of September 30, 2014.