Debt | 6. DEBT: Chapter 11 Cases and Effect of Automatic Stay. On May 14, 2020, the Debtors filed for relief under Chapter 11 of the United States Bankruptcy Code. The commencement of a voluntary proceeding in bankruptcy constitutes an immediate event of default under the Credit Agreement, Term Loan Agreement, Second Lien Indenture, and the Unsecured Notes Indentures, resulting in the automatic and immediate acceleration of all of the Company’s outstanding debt. Any efforts to enforce payment obligations related to the Company’s debt, including the acceleration thereof, have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the United States Bankruptcy Code. For more information on the Chapter 11 Cases and related matters, refer to the Introductory Note – Voluntary Reorganization under Chapter 11. All debt obligations has been classified as current as of March 31, 2020. The following tables summarize the Company’s debt instruments as of March 31, 2020, and December 31, 2019: March 31, 2020 Principal repayment obligation (1) Unamortized DFC and discounts (2)(3) Unamortized premium (3) Carrying value Credit Facility, secured, due January 2022 $ — $ — $ — $ — Term Loan, secured, due April 2024 966,319 (21,359 ) — 944,960 Second Lien Notes, secured, due July 2024 586,770 — 193,237 780,007 6.875% Notes, unsecured, due April 2022 150,439 (10,077 ) — 140,362 7.125% Notes, unsecured, due April 2025 225,000 (12,294 ) — 212,706 Total debt, net $ 1,928,528 $ (43,730 ) $ 193,237 $ 2,078,035 (1) Includes PIK interest on the Term Loan and Second Lien Notes of $1.1 million and $14.7 million, respectively. (2) Deferred financing costs related to the Revolving Credit Facility are reported within Other assets on the condensed consolidated balance sheet, rather than as a reduction of the carrying amount of long-term debt. (3) As a result of the Bankruptcy Petitions filed on May 14, 2020, subsequent to March 31, 2020, the Company wrote off approximately $144.0 million of unamortized net deferred financing costs, discounts, and premium, net. December 31, 2019 Principal repayment obligation (1) Unamortized DFC and discounts (2) Unamortized premium Carrying value Credit Facility, secured, due January 2022 $ 64,700 $ — $ — $ 64,700 Term Loan, secured, due April 2024 968,756 (22,498 ) — 946,258 Second Lien Notes, secured, due July 2024 583,853 — 203,883 787,736 6.875% Notes, unsecured, due April 2022 150,439 (11,146 ) — 139,293 7.125% Notes, unsecured, due April 2025 225,000 (12,777 ) — 212,223 Total debt, net $ 1,992,748 $ (46,421 ) $ 203,883 $ 2,150,210 (1) Includes PIK interest on the Term Loan and Second Lien Notes of $1.1 million and $11.8 million, respectively. (2) Deferred financing costs related to the Revolving Credit Facility are reported within Other assets on the condensed consolidated balance sheet, rather than as a reduction of the carrying amount of long-term debt. Credit Agreement. On April 12, 2017, Ultra Resources entered into the Credit Agreement, as the borrower, with the Company and UPE, as parent guarantors, Bank of Montreal, as administrative agent (the “RBL Administrative Agent”), and the other lenders party thereto from time to time (collectively, the “RBL Lenders”), providing for a revolving credit facility (the “Revolving Credit Facility”) subject to a borrowing base redetermination, which limits the aggregate amount of first lien debt under the Revolving Credit Facility and Term Loan Agreement. As of March 31, 2020, Ultra Resources had zero outstanding borrowings under the Revolving Credit Facility. The Company had $10.2 million of outstanding letters of credit. Total commitments under the Revolving Credit Facility were $100 million. As a result of the commencement of the Chapter 11 Cases, the Company is no longer in compliance with the covenants under the Credit Agreement and the lender’s commitments under the Credit Agreement have been terminated. The Company is therefore unable to make additional borrowings or issue additional letters of credit under the Credit Agreement. In February 2020, Ultra Resources entered into a Sixth Amendment to the Credit Agreement (the “Sixth Amendment”) with the RBL Administrative Agent and the RBL Lenders party thereto. Pursuant to the Sixth Amendment and the spring 2020 borrowing base redetermination, both of which were completed in February 2020, the Borrowing Base (as defined in the Credit Agreement) was reduced, effective April 1, 2020, to $1.075 billion, with $100 million attributed to the Revolving Credit Facility. As described in previous periodic reports, the commitment amount for the Revolving Credit Facility was reduced from $200 million to $120 million on February 29, 2020 based on the Fifth Amendment to the Credit agreement, and then from $120 million to $100 million, as established by the Sixth Amendment. Also included in the Sixth Amendment was the reduction of the anti-cash hoarding amount to $15 million and a provision to complete the borrowing base redetermination quarterly. Prior to default and as stayed by the relief provided by the filing of the Chapter 11 Cases, t he Revolving Credit Facility has $35.0 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 based upon the borrowing base utilization grid. The applicable margin increases by 25 basis points in the event the Company’s consolidated net leverage ratio, as defined, exceeds 4.00 to 1.00. Ultra Resources is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, of 50 basis points. Ultra Resources is also required to pay customary letter of credit and fronting fees. The Revolving Credit Facility’s original maturity date is January 12, 2022; however, if the Plan is confirmed the Revolving Credit Facility will terminate in connection with the Company’s emergence from bankruptcy. The Credit Agreement established a maximum capital expenditure provision and other affirmative and negative covenants which are no longer applicable under the mandatory stay order effected by the Chapter 11 filing. The affirmative and negative covenants include 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. Refer to Note 6 – Debt in the 2019 Form 10-K for additional details on the terms of the Revolving Credit Facility. Term Loan. On April 12, 2017, Ultra Resources entered into the Term Loan Agreement, as borrower, with the Company and UPE, as parent guarantors, Barclays Bank PLC, as administrative agent, and with the other lenders party thereto from time to time (collectively, the “Term Loan Lenders”) providing for a term loan credit facility. As of March 31, 2020, Ultra Resources had a balance of approximately $966.3 million in borrowings, including $1.1 million of PIK interest. The administrative and collateral agent responsibilities were transferred to WTNA on May 14, 2020. Subject to the stay order referenced previously, borrowings under the Term Loan Agreement bear interest at a rate equal to either (a) a customary London interbank offered rate plus 400 basis points or (b) the base rate plus 300 basis points, in each case, of which 25 basis points of the applicable margin is payable-in-kind (“PIK”) solely upon election by Ultra Resources. During 2019, the Company has elected the PIK option for several of its selected interest payments. In the third quarter 2019, the Company began electing not to utilize this PIK option. Prior to default, the borrowings under the Term Loan Agreement amortized in equal quarterly installments in aggregate annual amounts equal to 0.25% of the initial aggregate principal amount. The stated maturity date of the Term Loan Agreement is April 12, 2024; however, the Term Loan Agreement and its maturity date will be impacted by the final resolution of the Chapter 11 Cases. Other provisions of the Term Loan have been disclosed in previous regulatory filings and have been deleted from this filing as the compliance elements of the Term Loan are stayed by the bankruptcy filing under the Chapter 11 Cases. Refer to Note 6 – Debt in the 2019 Form 10-K for additional details on the terms of the Term Loan Agreement. Second Lien Notes. As of March 31, 2020, Ultra Resources had approximately $586.8 million, including $14.7 million of PIK interest, in outstanding borrowings of the Second Lien Notes pursuant to the Indenture, dated December 21, 2018 (the “Second Lien Notes Indenture”), with Ultra Resources, as issuer, the Company and its other subsidiaries, as guarantors, and WTNA, as trustee and collateral agent. The trustee and collateral agent responsibilities were transferred to US Bank, N.A. on May 14, 2020. The Second Lien Notes are senior secured obligations of Ultra Resources and rank senior in right of payment to all of its existing and future unsecured senior debt, to the extent of the value of the collateral pledged under the Second Lien Notes Indenture and related collateral arrangements, senior in right of payment to all of its future subordinated debt, and junior in right of payment to all of its existing and future secured debt of senior priority, to the extent of the value of the collateral pledged thereby. The Second Lien Notes are secured by second priority security interests in substantially all assets of the Company. Payment by Ultra Resources of all amounts due on or in respect of the Second Lien Notes and the performance of Ultra Resources under the Indenture are initially guaranteed by the Company. Subject to the stay order previously described, i nterest on the Second Lien Notes accrued at (i) an annual rate of 9.00% payable in cash and (ii) an annual rate of 2.00% PIK. The cash interest payment dates for the Second Lien Notes were January 15 and July 15 of each year, commencing in July 2019. The Company has accounted for such PIK interest as an increase to the principal outstanding. The Second Lien Notes have a stated maturity date of July 12, 2024; however, the Second Lien Notes and their maturity date will be impacted by the final resolution of the Chapter 11 Cases. Other provisions of the Second Lien Notes have been disclosed in previous filings and have been deleted from this filing as compliance elements of the Second Lien Notes are stayed by the bankruptcy filing under the Chapter 11 Cases. Refer to Note 6 – Debt in the 2019 Form 10-K for additional details on the terms of the Second Lien Notes. Senior Unsecured Notes . At March 31, 2020, Ultra Resources had approximately $150.4 million of the 2022 Notes outstanding and $225.0 million of the 2025 Notes outstanding. The Unsecured Notes are treated as a single class of securities under the Unsecured Notes Indenture. UMB Bank, N.A. is now serving as the trustee for the Unsecured Notes Indenture. Prior to default, t he 2022 Notes were scheduled to mature on April 15, 2022. Interest on the 2022 Notes accrued at an annual rate of 6.875% and interest payment dates for the 2022 Notes were April 15 and October 15 of each year. DIP Credit Agreement . In connection with the RSA and the Chapter 11 Cases, Ultra Resources entered into the DIP Credit Agreement. The DIP Credit Agreement provides for the DIP Facility. Ultra intends to use proceeds of the DIP Facility, among other things: (1) to pay interest, fees, costs and expenses related to the loans thereunder, (2) to pay the fees, costs and expenses of the estate professionals retained in the Chapter 11 Cases and approved by the Court, (3) to pay the fees, costs, disbursements and expenses of the Consenting Term Lenders, (4) to make all permitted payments of costs of administration of the Chapter 11 Cases, (5) to pay such prepetition expenses as are consented to in writing by the Required Lenders (as defined in the DIP Credit Agreement) and approved by the Court, (6) to satisfy any adequate protection obligations owing under the DIP Orders (as defined in the RSA); and (7) for general corporate and working capital purposes of the Debtors during the Chapter 11 Cases. The DIP Facility bears an interest rate of LIBOR plus 100 basis points, subject to a LIBOR floor of 1.0%. Unutilized fees are 50 basis points and the upfront fees were $0.4 million. The DIP Facility is subject to certain affirmative and negative covenants, including, among other covenants the Company believes to be customary in debtor-in-possession financings, reporting by the Filing Subsidiaries in the form of a rolling 13-week budget and a weekly report with a reasonably detailed written explanation of all material variances from the budget. |