Debt and other long term liabilities | 3. DEBT AND OTHER LONG-TERM OBLIGATIONS: September 30, December 31, 2017 2016 (1) Total Debt: Term loan, secured due 2024 $ 975,000 $ — 6.875% Senior, unsecured Notes due 2022 700,000 — 7.125% Senior, unsecured Notes due 2025 500,000 — 6.125% Senior Notes due 2024 — 850,000 5.75% Senior Notes due 2018 — 450,000 Senior Notes issued by Ultra Resources, Inc. — 1,460,000 Credit Agreement 20,000 999,000 Total long-term debt 2,195,000 3,759,000 Less: Deferred financing costs (60,986 ) — Less: Liabilities subject to compromise (1) (See Note 1) — (3,759,000 ) Total long-term debt not subject to compromise $ 2,134,014 $ — Other long-term obligations: Other long-term obligations $ 190,922 $ 177,088 (1) All of our indebtedness that was outstanding at December 31, 2016 was classified as liabilities subject to compromise in the Consolidated Balance Sheets. See below for information about the indebtedness we incurred in connection with, and that is now outstanding, following our emergence from bankruptcy. As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 18, 2017, on the Effective Date, all principal, prepetition interest, and other undisputed amounts were paid in full for the amounts owed under the prepetition Credit Agreement and the prepetition Senior Notes shown in the table above and the Company’s obligations under the prepetition Credit Agreement and the prepetition Senior Notes were cancelled and extinguished. The make-whole and postpetition interest claims related to the prepetition Credit Agreement and prepetition Senior Notes were settled during the quarter ended September 30, 2017, see Note 8 for additional details. The claims related to the 2018 and 2024 Notes, shown in the table above were allowed in full, each claim holder received a distribution of our common stock in the amount of the applicable claim, and the Company’s obligations under the 2018 and 2024 Notes were cancelled and extinguished. Ultra Resources, Inc. Credit Agreement. On April 12, 2017, Ultra Resources, Inc. (“Ultra Resources”), as the borrower, entered into a Credit Agreement with the Company and UP Energy Corporation, as parent guarantors, with Bank of Montreal, as administrative agent, and with the other lenders party thereto from time to time (as amended, the “RBL Credit Agreement”), providing for a revolving credit facility (the “Revolving Credit Facility”) for an aggregate amount of $400.0 million and an initial borrowing base of $1.2 billion (which limits the aggregate amount of first lien debt under the Revolving Credit Facility and the Term Loan Facility (defined below)). As previously disclosed in a Current Report Form 8-K filed with the SEC on September 19, 2017, the Bank of Montreal, as administrative agent, and the other lenders party thereto, approved an increase in the borrowing base under the RBL Credit Agreement from $1.2 billion to $1.4 billion as requested by the Company, which included an increase in the commitments under the RBL Credit Agreement to an aggregate amount of $425.0 million. At September 30, 2017, Ultra Resources had $20.0 million in outstanding borrowings under the RBL Credit Agreement, total commitments under the RBL Credit Agreement of $425.0 million and a borrowing base of $1.4 billion. There are no scheduled borrowing base redeterminations until April 1, 2018. The Revolving Credit Facility has capacity for Ultra Resources to increase the commitments subject to certain conditions, and has $50.0 million of the commitments available for the issuance of letters of credit. The Revolving Credit Facility bears interest either at a rate equal to (a) a customary London interbank offered rate plus an applicable margin that varies from 250 to 350 basis points or (b) the base rate plus an applicable margin that varies from 150 to 250 basis points. The interest rate remained the same for the Revolving Credit Facility subsequent to the approved commitments increase noted above. The Revolving Credit Facility loans mature on January 12, 2022. The RBL Credit Agreement requires Ultra Resources to maintain (i) an interest coverage ratio of 2.50 to 1.00; (ii) a current ratio, including the unused portion of the Revolving Credit Facility, of 1.00 to 1.00; (iii) a consolidated net leverage ratio of (A) 4.25 to 1.00 as of the last day of any fiscal quarter ending on or before December 31, 2017 and (B) 4.00 to 1.00, as of the last day of any fiscal quarter thereafter; and (iv) after the Company has obtained investment grade rating an asset coverage ratio of 1.50 to 1.00. At September 30, 2017, Ultra Resources was in compliance with all of its debt covenants under the RBL Credit Agreement. Ultra Resources is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, which varies based upon a borrowing base utilization grid. Ultra Resources is also required to pay customary letter of credit and fronting fees. The RBL Credit Agreement also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws, ERISA and anti-corruption laws), delivery of quarterly and annual financial statements and oil and gas engineering reports, maintenance and operation of property (including oil and gas properties), restrictions on the incurrence of liens, indebtedness, asset dispositions, fundamental changes, restricted payments, hedging requirements and other customary covenants. The RBL Credit Agreement contains customary events of default and remedies for credit facilities of this nature. If Ultra Resources does not comply with the financial and other covenants in the RBL Credit Agreement, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the RBL Credit Agreement and any outstanding unfunded commitments may be terminated. Term Loan. On April 12, 2017 , Ultra Resources, as borrower, entered into a Senior Secured Term Loan Agreement with the Company and UP Energy Corporation, as parent guarantors, Barclays Bank PLC, as administrative agent, and the other lenders party thereto (the “Term Loan Agreement”), providing for senior secured first lien term loans for an aggregate amount of $800.0 million consisting of an initial term loan in the amount of $600.0 million and an incremental term loan in the amount of $200.0 million to be drawn immediately after the funding of the initial term loan. As part of the Term Loan agreement, Ultra Resources agreed to pay an original issue discount equal to one percent of the principal amount, which is included in the deferred financing costs noted above. The Term Loan Agreement has capacity to increase the commitments subject to certain conditions. As previously disclosed in a Current Report on Form 8-K filed with the SEC on September 29, 2017, the Company closed an incremental senior secured term loan offering of $175.0 million. As part of the closing, Ultra Resources agreed to pay an original issue discount equal to 0.25% of the principal amount. The original issue discount of $0.4 million is included in the deferred financing costs noted above and is a direct deduction from the carrying amount of long-term debt. At September 30, 2017, Ultra Resources had $975.0 million in outstanding borrowings under the Term Loan Agreement (the “Term Loan Facility”). The Term Loan Facility bears interest either at a rate equal to (a) a customary London interbank offered rate plus 300 basis points or (b) the base rate plus 200 basis points. The Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 0.25% of the aggregate principal amount beginning on June 30, 2019. The Term Loan Facility matures seven years after the Effective Date. The Term Loan Facility is subject to mandatory prepayments and customary reinvestment rights. The mandatory prepayments include, without limitation, a prepayment requirement with the total net proceeds from certain asset sales and net proceeds on insurance received on account of any loss of Ultra Resources’ property or assets, in each case subject to certain exceptions. In addition, subject to certain exceptions, there is a prepayment requirement if the asset coverage ratio is less than 2.0 to 1.0. To the extent any mandatory prepayments are required, prepayments are applied to prepay the Term Loan Facility. The Term Loan Agreement also contains customary affirmative and negative covenants, including as to compliance with laws (including environmental laws, ERISA and anti-corruption laws), delivery of quarterly and annual financial statements and oil and gas engineering reports, maintenance and operation of property (including oil and gas properties), restrictions on the incurrence of liens, indebtedness, asset dispositions, fundamental changes, restricted payments and other customary covenants. At September 30, 2017, Ultra Resources was in compliance with all of its debt covenants under the Term Loan Facility. The Term Loan Agreement contains customary events of default and remedies for credit facilities of this nature. If Ultra Resources does not comply with the financial and other covenants in the Term Loan Agreement, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the Term Loan Agreement. Senior Notes . On April 12, 2017, the Company issued $700.0 million of its 6.875% senior notes due 2022 (the “2022 Notes”) and $500.0 million of its 7.125% senior notes due 2025 (the “2025 Notes,” and together with the 2022 Notes, the “Notes”) and entered into an Indenture, dated April 12, 2017 (the “Indenture”), among Ultra Resources, as issuer, the Company and its subsidiaries, as guarantors. The Notes are treated as a single class of securities under the Indenture. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes may be resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act or to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2022 Notes will mature on April 15, 2022. The interest payment dates for the 2022 Notes are April 15 and October 15 of each year, commencing on October 15, 2017. The 2025 Notes will mature on April 15, 2025. The interest payment dates for the 2025 Notes are April 15 and October 15 of each year, commencing on October 15, 2017. Interest will be paid on the Notes from the issue date until maturity. Prior to April 15, 2019, Ultra Resources may, at any time or from time to time, redeem in the aggregate up to 35% of the aggregate principal amount of the 2022 Notes in an amount no greater than the net cash proceeds of certain equity offerings at a redemption price of 106.875% of the principal amount of the 2022 Notes, plus accrued and unpaid interest, if any, to the date of redemption, if at least 65% of the original principal amount of the 2022 Notes remains outstanding and the redemption occurs within 180 days of the closing of such equity offering. In addition, before April 15, 2019, Ultra Resources may redeem all or a part of the 2022 Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. In addition, on or after April 15, 2019, Ultra Resources may redeem all or a part of the 2022 Notes at redemption prices (expressed as percentages of principal amount) equal to 103.438% for the twelve-month period beginning on April 15, 2019, 101.719% for the twelve-month period beginning April 15, 2020, and 100.000% for the twelve-month period beginning April 15, 2021 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the 2022 Notes. Prior to April 15, 2020, Ultra Resources may, at any time or from time to time, redeem in the aggregate up to 35% of the aggregate principal amount of the 2025 Notes in an amount no greater than the net cash proceeds of certain equity offerings at a redemption price of 107.125% of the principal amount of the 2025 Notes, plus accrued and unpaid interest, if any, to the date of redemption, if at least 65% of the original principal amount of the 2025 Notes remains outstanding and the redemption occurs within 180 days of the closing of such equity offering. In addition, before April 15, 2020, Ultra Resources may redeem all or a part of the 2025 Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. In addition, on or after April 15, 2019, Ultra Resources may redeem all or a part of the 2025 Notes at redemption prices (expressed as percentages of principal amount) equal to 105.344% for the twelve-month period beginning on April 15, 2020, 103.563% for the twelve-month period beginning April 15, 2021, 101.781% for the twelve-month period beginning April 15, 2022, and 100.000% for the twelve-month period beginning April 15, 2023 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the 2025 Notes. If Ultra Resources experiences certain change of control triggering events set forth in the Indenture, each holder of the Notes may require Ultra Resources to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus any accrued but unpaid interest to the date of repurchase. The Indenture contains customary covenants that restrict the ability of Ultra Resources and the guarantors and certain of its subsidiaries to: (i) sell assets and subsidiary equity; (ii) incur indebtedness; (iii) create or incur certain liens; (iv) enter into affiliate agreements; (v) enter into agreements that restrict distribution from certain restricted subsidiaries and the consummation of mergers and consolidations; (vi) consolidate, merge or transfer all or substantially all of the assets of the Company or any Restricted Subsidiary (as defined in the Indenture); and (vii) create unrestricted subsidiaries. The covenants in the Indenture are subject to important exceptions and qualifications. Subject to conditions, the Indenture provides that the Company and its subsidiaries will no longer be subject to certain covenants when the Notes receive investment grade ratings from any two of S&P Global Ratings, Moody’s Investors Service, Inc., and Fitch Ratings, Inc. At September 30, 2017, Ultra Resources was in compliance with all of its debt covenants under the Notes. The Indenture contains customary events of default (each, an “Event of Default”). Unless otherwise noted in the Indenture, upon a continuing Event of Default, the trustee under the Indenture (“the Trustee”), by notice to the Company, or the holders of at least 25% in principal amount of the then outstanding Notes, by notice to the Company and the Trustee, may, declare the Notes immediately due and payable, except that an Event of Default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary (as defined in the Indenture) or group of Restricted Subsidiaries (as defined in the Indenture), that taken together would constitute a Significant Subsidiary, will automatically cause the Notes to become due and payable. Other long-term obligations: These costs primarily relate to the long-term portion of production taxes payable and asset retirement obligations. |