Long-Term Debt

Long-term debt, net of unamortized discounts, premiums, and debt issuance costs totaling $44.3 million and $37.3 million at December 31, 2017 and 2016, respectively, consists of the following.



	December 31,
In thousands	2017		2016
Revolving credit facility	$	188,000	$	905,000
Term loan	—		498,865
Note payable	9,974		12,176
5% Senior Notes due 2022	1,997,576		1,997,188
4.5% Senior Notes due 2023	1,486,690		1,484,524
3.8% Senior Notes due 2024	992,036		990,964
4.375% Senior Notes due 2028	988,061		—
4.9% Senior Notes due 2044	691,354		691,199
Total debt	6,353,691		6,579,916
Less: Current portion of long-term debt	2,286		2,219
Long-term debt, net of current portion	$	6,351,405	$	6,577,697

Revolving credit facility

The Company has an unsecured revolving credit facility, maturing on May 16, 2019, with aggregate commitments totaling $2.75 billion at December 31, 2017. Credit facility 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 December 31, 2017 was 3.19%.

The Company had approximately $2.56 billion of borrowing availability on its revolving credit facility at December 31, 2017 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 December 31, 2017.

Senior notes

In December 2017, the Company issued $1.0 billion of 4.375% Senior Notes due 2028 and received total net proceeds of $990 million after deducting the initial purchasers' fees. The 2028 Notes were sold at par in a private placement transaction exempt from the registration requirements of the Securities Act to qualified institutional buyers in reliance on Rule 144A of the Securities Act. The Company used the net proceeds from the offering to repay in full and terminate its $500 million term loan and to repay a portion of the borrowings outstanding under its revolving credit facility.

In connection with the issuance of the 2028 Notes, the Company entered into a registration rights agreement with the initial purchasers dated December 8, 2017 to allow holders of the unregistered 2028 Notes to exchange them for registered notes that have substantially identical terms. The Company agreed to use reasonable efforts to cause the exchange to be completed within 400 days after the issuance of the 2028 Notes. The Company is required to pay additional interest if it fails to comply with its obligations to register the 2028 Notes within the specified time period, whereby the interest rate would be increased by 1.0% per annum during the period in which a registration default is in effect. The Company expects to comply with the terms of the registration rights agreement and complete the exchange of the 2028 Notes within the 400 day period.

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 December 31, 2017.



	2022 Notes (1)	2023 Notes	2024 Notes	2028 Notes	2044 Notes
Face value (in thousands)	$2,000,000	$1,500,000	$1,000,000	$1,000,000	$700,000
Maturity date	Sep 15, 2022	April 15, 2023	June 1, 2024	January 15, 2028	June 1, 2044
Interest payment dates	March 15, Sep 15	April 15, Oct 15	June 1, Dec 1	Jan 15, July 15	June 1, Dec 1
Make-whole redemption period (2)	—	Jan 15, 2023	Mar 1, 2024	Oct 15, 2027	Dec 1, 2043


(1)	The Company has the option to redeem all or a portion of its 2022 Notes at the decreasing redemption prices specified in the indenture related to the 2022 Notes plus any accrued and unpaid interest to the date of redemption.

(2)

At any time prior to the indicated 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 respective senior note indentures plus any accrued and unpaid interest to the date of redemption. On or after these dates, the Company may redeem all or a portion of its senior notes at a redemption price equal to 100% of the principal amount of the senior notes being redeemed 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 other things, limit the Company’s ability to create liens securing certain indebtedness, enter into certain sale-leaseback transactions, or 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 December 31, 2017. 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.

2016 Redemptions of Senior Notes

In November 2016, the Company redeemed its then outstanding 7.375% Senior Notes due 2020 (“2020 Notes”) and 7.125% Senior Notes due 2021 (“2021 Notes”). The redemption price for the 2020 Notes was equal to 102.458% of the $200 million principal amount plus accrued and unpaid interest to the redemption date in accordance with the terms of the 2020 Notes and related indenture. The redemption price for the 2021 Notes was equal to 103.563% of the $400 million principal amount plus accrued and unpaid interest to the redemption date in accordance with the terms of the 2021 Notes and related indenture. The aggregate of the principal amounts, redemption premiums, and accrued interest paid upon redemption of the 2020 Notes and 2021 Notes was $623.9 million. The Company funded the redemptions using borrowings under its revolving credit facility.

The Company recognized a pre-tax loss totaling $26.1 million related to the redemptions, which included the call premiums and write-off of deferred financing costs and unaccreted debt discounts associated with the notes and is reflected under the caption “Loss on extinguishment of debt” in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2016.

Term loan

In November 2015, the Company borrowed $500 million under a three-year term loan agreement which was scheduled to mature on November 4, 2018. In December 2017, the Company repaid in full and terminated the term loan using a portion of the proceeds from its issuance of 2028 Notes as described above. The Company recognized a pre-tax loss on extinguishment of $0.6 million related to the termination, representing the write-off of deferred financing costs associated with the term loan.

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 $2.3 million is reflected as a current liability under the caption “Current portion of long-term debt” in the consolidated balance sheets as of December 31, 2017.