Long-Term Debt

Long-term debt, net of unamortized discounts, premiums, and debt issuance costs totaling $45.5 million and $49.6 million at September 30, 2016 and December 31, 2015, respectively, consists of the following.



In thousands	September 30, 2016		December 31, 2015
Revolving credit facility	$	565,000	$	853,000
Term loan	498,710		498,274
Note payable	12,716		14,309
7.375% Senior Notes due 2020 (1)	197,036		196,574
7.125% Senior Notes due 2021 (1)	395,923		395,365
5% Senior Notes due 2022	1,997,095		1,996,831
4.5% Senior Notes due 2023	1,483,994		1,482,451
3.8% Senior Notes due 2024	990,702		989,932
4.9% Senior Notes due 2044	691,162		691,052
Total debt	$	6,832,338	$	7,117,788
Less: Current portion of long-term debt	2,197		2,144
Long-term debt, net of current portion	$	6,830,141	$	7,115,644

(1) As discussed in Note 11. Subsequent Events, on October 4, 2016 the Company announced it will redeem the 7.375% Senior Notes due 2020 and the 7.125% Senior Notes due 2021 on November 10, 2016.

Revolving Credit Facility

The Company has an unsecured revolving credit facility, maturing on May 16, 2019, with aggregate commitments totaling $2.75 billion at September 30, 2016, which may be increased up to a total of $4.0 billion upon agreement between the Company and participating lenders.

The Company had $565 million and $853 million of outstanding borrowings on its revolving credit facility at September 30, 2016 and December 31, 2015, respectively. Borrowings bear interest at market-based interest rates plus a margin based on the terms of the borrowing and the credit ratings assigned to the Company's senior, unsecured, long-term indebtedness. The weighted-average interest rate on outstanding credit facility borrowings at September 30, 2016 was 2.28%.

The Company had approximately $2.18 billion of borrowing availability on its revolving credit facility at September 30, 2016 and incurs commitment fees based on currently assigned credit ratings of 0.30% per annum on the daily average amount of unused borrowing availability under its revolving credit facility.

The revolving credit facility contains certain restrictive covenants including a requirement that the Company maintain a consolidated net debt to total capitalization ratio of no greater than 0.65 to 1.00. This ratio represents the ratio of net debt (calculated as total face value of debt plus outstanding letters of credit less cash and cash equivalents) divided by the sum of net debt plus total shareholders' equity plus, to the extent resulting in a reduction of total shareholders’ equity, the amount of any non-cash impairment charges incurred, net of any tax effect, after June 30, 2014. The Company was in compliance with the revolving credit facility covenants at September 30, 2016.

Senior Notes

The following table summarizes the face values, maturity dates, semi-annual interest payment dates, and optional redemption periods related to the Company’s outstanding senior note obligations at September 30, 2016.

2020 Notes (3)

2021 Notes (3)

2022 Notes

2023 Notes

2024 Notes

2044 Notes

Face value (in thousands)

$200,000

$400,000

$2,000,000

$1,500,000

$1,000,000

$700,000

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, Sep 15

April 15, Oct 15

June 1, Dec 1

Call premium redemption period (1)

Oct 1, 2015

April 1, 2016

March 15, 2017

—

Make-whole redemption period (2)

—

March 15, 2017

Jan 15, 2023

Mar 1, 2024

Dec 1, 2043


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


(3)	As discussed in Note 11. Subsequent Events, on October 4, 2016 the Company announced it will redeem these senior notes on November 10, 2016.

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 other things, 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, 2016. Three of the Company’s subsidiaries, Banner Pipeline Company, L.L.C., CLR Asset Holdings, LLC, and The Mineral Resources Company, which have no material assets or operations, fully and unconditionally guarantee the senior notes on a joint and several basis. The Company’s other subsidiaries, the value of whose assets and operations are minor, do not guarantee the senior notes as of September 30, 2016.

Term Loan

In November 2015, the Company borrowed $500 million under a three-year term loan agreement, the proceeds of which were used to repay a portion of the borrowings then outstanding on the Company's revolving credit facility. The term loan matures in full on November 4, 2018 and bears interest at a variable market-based interest rate plus a margin based on the terms of the borrowing and the credit ratings assigned to the Company's senior, unsecured, long-term indebtedness. The interest rate on the term loan at September 30, 2016 was 2.02%.

The term loan contains certain restrictive covenants including a requirement that the Company maintain a consolidated net debt to total capitalization ratio of no greater than 0.65 to 1.0, consistent with the covenant requirement in the Company's revolving credit facility. The Company was in compliance with the term loan covenants at September 30, 2016.

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 $2.2 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, 2016.