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Credit Agreements and Senior Notes
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Credit Agreements and Senior Notes

9. Credit Agreements and Senior Notes

Credit Agreements

In September 2012, we entered into a syndicated 5-year revolving credit agreement, which, as amended as of August 18, 2016, provided for a $1.5 billion senior unsecured revolving credit facility for general corporate purposes. On October 2, 2018, we entered into Amendment No. 6 and Consent to Credit Agreement and Successor Agency Agreement, or the Amendment, which amended our 5-year revolving credit agreement, dated as of September 28, 2012, as amended (we refer to such credit agreement as the Amended Credit Facility). Among other things, the Amendment reduced the aggregate principal amount of commitments under the credit facility to $325.0 million, of which $100.0 million of the commitments matured in 2019. The remaining $225.0 million of commitments mature on October 22, 2020 and are available, subject to the terms of the Amended Credit Facility, for revolving loans.

On October 2, 2018, Diamond Offshore Drilling, Inc., or DODI, as the U.S. borrower, and our subsidiary Diamond Foreign Asset Company, or DFAC, as the foreign borrower, entered into a senior 5-year revolving credit

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agreement with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent (we refer to such credit agreement as the $950 Million Credit Facility). The maximum amount of borrowings available under the $950 Million Credit Facility is $950.0 million and may be used for general corporate purposes, including investments, acquisitions and capital expenditures. The $950 Million Credit Facility, which matures on October 2, 2023, provides for a swingline subfacility of $100.0 million and a letter of credit subfacility of $250.0 million.

The entire amount of borrowings available under the $950 Million Credit Facility is available for loans to DFAC, and a portion of such amount is available for loans to DODI, based on a ratio as specified in the $950 Million Credit Facility. The obligations of DODI and DFAC under the $950 Million Credit Facility are each guaranteed by certain subsidiaries of DODI and DFAC, respectively, and 65% of the equity interest in DFAC is pledged as collateral for the obligations under the $950 Million Credit Facility.

The $950 Million Credit Facility includes restrictions on borrowing if, after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of available cash, as defined in the $950 Million Credit Facility, would exceed $500.0 million. In addition, the ability to borrow revolving loans under the $950 Million Credit Facility is conditioned on there being no unused commitments to advance loans under the Amended Credit Facility.

We refer to the Amended Credit Facility and $950 Million Credit Facility collectively as the Credit Agreements. At December 31, 2019, we had no borrowings outstanding under the Credit Agreements, however, in January 2020, a $6.0 million financial letter of credit was issued under the $950 Million Credit Facility in support of a previously issued surety bond. As of February 7, 2020, there was approximately $1.2 billion available under the Credit Agreements in the aggregate, subject to their respective terms.

Covenants

The Amended Credit Facility contains customary covenants, including, but not limited to, maintenance of a ratio of consolidated indebtedness to total capitalization, as defined in the Amended Credit Facility, of not more than 60% at the end of each fiscal quarter, as well as limitations on liens; mergers, consolidations, liquidation and dissolution; changes in lines of business; swap agreements; transactions with affiliates; and subsidiary indebtedness.

The $950 Million Credit Facility contains certain financial covenants, including (i) maintenance of a ratio of consolidated indebtedness to total capitalization not to exceed 60% at the end of each fiscal quarter, (ii) maintenance of a ratio of not less than 80% at the end of each fiscal quarter of (A) the aggregate value of certain rigs directly wholly owned by the borrowers and subsidiary guarantors to (B) the aggregate value of substantially all rigs owned by us and (iii) maintenance of a ratio of not less than 3:00 to 1:00 at the end of each fiscal quarter of (A) the sum of the aggregate value of all marketed rigs, as defined in the $950 Million Credit Facility, wholly owned directly by DFAC and certain foreign guarantors, as specified in the $950 Million Credit Facility, plus the value of the Ocean Valiant at any time when it is a marketed rig owned by a guarantor to (B) the sum of commitments under the $950 Million Credit Facility, the outstanding loans and letter of credit exposures under the Amended Credit Facility plus certain other indebtedness of DFAC and certain foreign guarantors, as specified in the $950 Million Credit Facility.

The $950 Million Credit Facility also contains additional covenants generally applicable to DODI and its subsidiaries that we consider usual and customary for an agreement of this type, including a limit on the payment of dividends if certain minimum cash balances are not maintained.

The Credit Agreements provide for customary events of default including, among others, a cross-default provision with respect to DODI’s and its subsidiaries’ other indebtedness in excess of $100.0 million. At December 31, 2019, we were in compliance with all covenant requirements under the Credit Agreements.

Interest Rates and Fees

Revolving loans under the Credit Agreements bear interest, at our option, at a rate per annum based on either an alternate base rate, or ABR, or a Eurodollar Rate, as defined in the applicable Credit Agreement, plus the applicable interest margin for an ABR loan or a Eurodollar loan (determined based on our credit ratings). Swingline loans under the $950 Million Credit Facility bear interest, at our option, at a rate per annum equal to (i) the ABR plus the applicable

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interest margin for ABR loans or (ii) the daily one-month Eurodollar Rate plus the applicable interest margin for Eurodollar loans.

Under the Credit Agreements, we also pay, based on our current long-term credit ratings, and as applicable, other customary fees including, but not limited to, a commitment fee on the unused commitments under each of the Credit Agreements and a fronting fee to the issuing bank for each letter of credit. Participation fees for letters of credit are dependent upon the type of letter of credit issued.

The following summarizes the interest rate margins and fees payable under the Credit Agreements, based on our current long-term credit ratings:

 

 

 

Amended Credit Facility

 

$950 Million Credit Facility

Revolving Loans:

 

 

 

 

ABR

 

0.25% over the greater of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the daily one-month Eurodollar Rate plus 1.00%

 

3.25% over the greater of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the daily one-month Eurodollar Rate plus 1.00%

Eurodollar

 

1.25% over specified LIBOR

 

4.25% over specified LIBOR

Swingline Loans

 

N/A

 

At our option, at a rate per annum equal to (i) the ABR plus the applicable interest margin for ABR loans or (ii) the daily one-month Eurodollar Rate plus the applicable interest margin for Eurodollar loans

Letter of credit participation fees:

 

 

 

 

Performance letters of credit

 

N/A

 

2.125% per annum

All other letters of credit

 

N/A

 

4.25% per annum

Commitment fee on unused

commitments under credit

agreement

 

 

 

    0.20% per annum

 

 

 

    0.70% per annum

 

Favorable changes in our current credit ratings could lower the interest rate margins and fees that we pay under the Credit Agreements; however, current interest rates and fees under the Credit Agreements will apply should there be any further downgrade in our credit ratings.

Senior Notes

At December 31, 2019, our senior notes were comprised of the following debt issues (dollars in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Semiannual

 

 

Principal

 

 

 

 

Interest Rate

 

 

Interest Payment

Debt Issue

 

Amount

 

 

Maturity Date

 

Coupon

 

 

Effective

 

 

Dates

3.45% Senior Notes due 2023

 

$

250.0

 

 

November 1, 2023

 

 

3.45

%

 

 

3.50

%

 

May 1 and November 1

7.875% Senior Notes due 2025

 

$

500.0

 

 

August 15, 2025

 

 

7.875

%

 

 

8.00

%

 

February 15 and August 15

5.70% Senior Notes due 2039

 

$

500.0

 

 

October 15, 2039

 

 

5.70

%

 

 

5.75

%

 

April 15 and October 15

4.875% Senior Notes due 2043

 

$

750.0

 

 

November 1, 2043

 

 

4.875

%

 

 

4.89

%

 

May 1 and November 1

 

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At December 31, 2019 and 2018, the carrying value of our senior notes, net of unamortized discount and debt issuance costs, was as follows (in thousands):

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

3.45% Senior Notes due 2023

 

$

248,759

 

 

$

248,455

 

7.875% Senior Notes due 2025

 

 

491,655

 

 

 

490,491

 

5.70% Senior Notes due 2039

 

 

493,316

 

 

 

493,139

 

4.875% Senior Notes due 2043

 

 

742,011

 

 

 

741,837

 

Total senior notes, net

 

$

1,975,741

 

 

$

1,973,922

 

 

As of December 31, 2019, the aggregate annual maturity of our senior notes, excluding net unamortized discounts and debt issuance costs of $7.0 million and $17.3 million, respectively, was as follows (in thousands):

 

 

 

Aggregate

Principal

Amount

 

Year Ending December 31,

 

 

 

 

2020

 

$

 

2021

 

 

 

2022

 

 

 

2023

 

 

250,000

 

2024

 

 

 

Thereafter

 

 

1,750,000

 

Total maturities of senior notes

 

$

2,000,000

 

 

Notes Redemption. In August 2017, we redeemed all of our outstanding 5.875% senior notes due 2019, or 2019 Notes, for a redemption price of $543.0 million in the aggregate, including accrued and unpaid interest to the date of redemption. We accounted for the redemption as an extinguishment of debt and reported a corresponding loss of $35.4 million in our Consolidated Statements of Operations.

Senior Notes Due 2025. In August 2017, we issued $500.0 million aggregate principal amount of unsecured 7.875% senior notes due 2025, or 2025 Notes, and received net proceeds of $489.1 million after deduction of underwriter discounts, commissions and expenses. We used the net proceeds from the 2025 Notes, together with cash on hand, to fund the redemption of our previously outstanding 2019 Notes. The 2025 Notes are unsecured obligations of DODI, and rank equally in right of payment to all of its existing and future senior indebtedness, and are structurally subordinated to all existing and future obligations of our subsidiaries. We have the right to redeem some or all of the 2025 Notes at any time or from time to time, on at least 15 days but not more than 60 days prior written notice, at the applicable redemption price specified in the governing indenture, plus accrued and unpaid interest to, but excluding, the date of redemption.

Senior Notes Due 2023 and 2043. Our 3.45% Senior Notes due 2023 and 4.875% Senior Notes due 2043 are unsecured and unsubordinated obligations of DODI, and rank equally in right of payment to all of its existing and future unsecured and unsubordinated indebtedness, and are effectively subordinated to all existing and future obligations of our subsidiaries. We have the right to redeem all or a portion of these notes for cash at any time or from time to time, on at least 15 days but not more than 60 days prior written notice, at a make-whole redemption price specified in the governing indenture (if applicable) plus accrued and unpaid interest to, but excluding, the date of redemption.

 

Senior Notes Due 2039. Our 5.70% Senior Notes due 2039 are unsecured and unsubordinated obligations of DODI, and rank equally in right of payment to all of its existing and future unsecured and unsubordinated indebtedness, and are effectively subordinated to all existing and future obligations of our subsidiaries. We have the right to redeem all or a portion of these notes for cash at any time or from time to time, on at least 15 days but not more than 60 days prior written notice, at the redemption price specified in the governing indenture plus accrued and unpaid interest to the date of redemption.

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The 2025 Notes, 3.45% Senior Notes due 2023, 4.875% Senior Notes due 2043 and 5.70% Senior Notes due 2039 contain customary covenants including limitations on liens, mergers, consolidations and certain sales of assets and on entering into sale and lease-back transactions covering a drilling rig or drillship, as specified in each governing indenture. As of December 31, 2019, we were in compliance with all of these covenants.