LONG-TERM DEBT | 5 Long-term debt consisted of the following at December 31, 2019 and 2018 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Credit agreement ā $ 375,000 ā $ - 1.25% Convertible Senior Notes due 2020 ā ā 262,075 ā ā 562,075 5.75% Senior Notes due 2021 ā ā 773,609 ā ā 873,609 6.25% Senior Notes due 2023 ā ā 408,296 ā ā 408,296 6.625% Senior Notes due 2026 ā ā 1,000,000 ā ā 1,000,000 Total principal ā ā 2,818,980 ā ā 2,843,980 Unamortized debt discounts and premiums ā ā (2,575) ā ā (28,994) Unamortized debt issuance costs on notes ā ā (16,520) ā ā (22,665) Total long-term debt ā $ 2,799,885 ā $ 2,792,321 ā Credit Agreement Whiting Oil and Gas, the Companyās wholly owned subsidiary, has a credit agreement with a syndicate of banks that as of December 31, 2019 had a borrowing base of $2.05 billion and aggregate commitments of $1.75 billion. As of December 31, 2019, the Company had $1.4 billion of available borrowing capacity under the credit agreement, which was net of $375 million of borrowings outstanding and $2 million in letters of credit outstanding. The borrowing base under the credit agreement is determined at the discretion of the lenders, based on the collateral value of the Companyās proved reserves that have been mortgaged to such lenders, and is subject to regular redeterminations on May 1 and November 1 of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base. Upon a redetermination of the borrowing base, either on a periodic or special redetermination date, if total outstanding credit exposure exceeds the redetermined borrowing base, the Company will be required to prepay outstanding borrowings in an aggregate principal amount equal to such excess in six substantially equal monthly installments. In October 2019, the borrowing base under the credit agreement was reduced from $2.25 billion to $2.05 billion in connection with the semi-annual regular borrowing base redetermination, with no change to the aggregate commitments of $1.75 billion. A portion of the revolving credit facility in an aggregate amount not to exceed $50 million may be used to issue letters of credit for the account of Whiting Oil and Gas or other designated subsidiaries of the Company. As of December 31, 2019, $48 million was available for additional letters of credit under the agreement. The credit agreement provides for interest only payments until maturity, when the credit agreement expires and all outstanding borrowings are due. Interest under the credit agreement accrues at the Companyās option at either (i) a base rate for a base rate loan plus a margin between 0.50% and 1.50% based on the ratio of outstanding borrowings to the borrowing base, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.5% per annum, or an adjusted LIBOR rate plus 1.0% per annum, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus a margin between 1.50% and 2.50% based on the ratio of outstanding borrowings to the borrowing base. Additionally, the Company incurs commitment fees of 0.375% or 0.50% based on the ratio of outstanding borrowings to the borrowing base on the unused portion of the aggregate commitments of the lenders under the credit agreement, which are included as a component of interest expense. At December 31, 2019, the weighted average interest rate on the outstanding principal balance under the credit agreement was 3.3%. The credit agreement matures on April 12, 2023, provided that if at any time and for so long as any senior notes (other than the 2020 Convertible Senior Notes) have a maturity date prior to 91 days after April 12, 2023, the maturity date shall be the date that is 91 days prior to the maturity of such senior notes. On September 13, 2019, the Company amended notes, including the convertible senior notes due in 2020 and the senior notes due in 2021, as permitted by the September 13, 2019 amendment to the credit agreement. Consequently, the Company has classified the credit agreement as long-term debt. The credit agreement contains restrictive covenants that may limit the Companyās ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of its lenders. Except for limited exceptions, the credit agreement also restricts the Companyās ability to make any dividend payments or distributions on its common stock. These restrictions apply to all of the Companyās restricted subsidiaries (as defined in the credit agreement). As of December 31, 2019, there were no retained earnings free from restrictions. The credit agreement requires the Company, as of the last day of any quarter, to maintain the following ratios (as defined in the credit agreement): (i) a consolidated current assets to consolidated current liabilities ratio (which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0 and (ii) a total debt to last four quartersā EBITDAX ratio of not greater than 4.0 to 1.0. As of December 31, 2019, the Company was in compliance with its covenants under the credit agreement. Under Whiting Oil and Gasā credit agreement, a cross default provision provides that a default under certain other debt of the Company or certain of its subsidiaries in an aggregate principal amount exceeding $100 million may constitute an event of default under such credit agreement. Additionally, under the indentures governing our senior notes and senior convertible notes, a cross-default provision provides that a default under certain other debt of the Company or certain of its subsidiaries in an aggregate principal amount exceeding $100 million (or $50 million in the case of the 2021 Senior Notes) may constitute an event of default under such indenture. The obligations of Whiting Oil and Gas under the credit agreement are collateralized by a first lien on substantially all of Whiting Oil and Gasā and Whiting Resource Corporationās properties. The Company has guaranteed the obligations of Whiting Oil and Gas under the credit agreement and has pledged the stock of its subsidiaries as security for its guarantee. Senior Notes, Convertible Senior Notes and Senior Subordinated Notes Senior Notes and Senior Subordinated Notes In September 2013, the Company issued at par $1.1 billion of 5.0% Senior Notes due March 15, 2019 (the ā2019 Senior Notesā) and $800 million of 5.75% Senior Notes due March 15, 2021, and issued at 101% of par an additional $400 million of 5.75% Senior Notes due March 15, 2021 (collectively, the ā2021 Senior Notesā). The debt premium recorded in connection with the issuance of the 2021 Senior Notes is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.5% per annum. In March 2015, the Company issued at par $750 million of 6.25% Senior Notes due April 1, 2023 (the ā2023 Senior Notesā). In December 2017, the Company issued at par $1.0 billion of 6.625% Senior Notes due January 15, 2026 (the ā2026 Senior Notesā and together with the 2021 Senior Notes and the 2023 Senior Notes, the āSenior Notesā). The Company used the net proceeds from this offering to redeem in January 2018 all of the then outstanding 2019 Senior Notes. Refer to āRedemption of 2019 Senior Notesā below for more information on the redemption of the 2019 Senior Notes. During 2016, the Company exchanged (i) $75 million aggregate principal amount of its 2018 Senior Subordinated Notes, (ii) $139 million aggregate principal amount of its 2019 Senior Notes, (iii) $326 million aggregate principal amount of its 2021 Senior Notes, and (iv) $342 million aggregate principal amount of its 2023 Senior Notes, for the same aggregate principal amount of convertible notes. Subsequently during 2016, all $882 million aggregate principal amount of these convertible notes was converted into approximately 21.6 million shares of the Companyās common stock pursuant to the terms of the notes. Redemption of 2018 Senior Subordinated Notes. Redemption of 2019 Senior Notes. interest on the notes. The Company financed the redemption with proceeds from the issuance of the 2026 Senior Notes and borrowings under its credit agreement. As a result of the redemption, the Company recognized a $31 million loss on extinguishment of debt. Repurchases of 2021 Senior Notes. In October 2019, the Company paid an additional $72 million to repurchase $75 million aggregate principal amount of the 2021 Senior Notes, which payment consisted of the average 95.467% purchase price plus all accrued and unpaid interest on the notes. The Company financed the repurchases with borrowings under its credit agreement. As a result of the repurchases, the Company recognized a $3 million gain on extinguishment of debt, which included a noncash charge for the acceleration of unamortized debt issuance costs and debt premium on the notes. As of December 31, 2019, $774 million of 2021 Senior Notes remained outstanding. 2020 Convertible Senior Notes In September 2019, the Company paid $299 million to complete a cash tender offer for $300 million aggregate principal amount of the 2020 Convertible Senior Notes, which payment consisted of the 99.0% purchase price plus all accrued and unpaid interest on the notes, which were allocated to the liability and equity components based on their relative fair values. The Company financed the tender offer with borrowings under its credit agreement. As a result of the tender offer, the Company recognized a $4 million gain on extinguishment of debt, which was net of a $7 million charge for the non-cash write-off of unamortized debt issuance costs and debt discount and a $1 million charge for transaction costs. In addition, the Company recorded an $8 million reduction to the equity component of the 2020 Convertible Senior Notes. There was no deferred tax impact associated with this reduction due to the full valuation allowance in effect as of September 30, 2019. The remaining $262 million aggregate principal amount of 2020 Convertible Senior Notes outstanding as of December 31, 2019 are convertible exclusively at the holderās option. Prior to January 1, 2020, the 2020 Convertible Senior Notes were convertible only upon the achievement of certain contingent market conditions. As of December 31, 2019, none of the contingent market conditions allowing holders of the 2020 Convertible Senior Notes to convert these notes had been met. On or after January 1, 2020, the 2020 Convertible Senior Notes are convertible at any time until the second scheduled trading day immediately preceding the April 1, 2020 maturity date of the notes. The notes are convertible at a current conversion rate of 6.4102 shares of Whitingās common stock per $1,000 principal amount of the notes, which is equivalent to a current conversion price of approximately $156.00. The conversion rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its 2020 Convertible Senior Notes in connection with such corporate event. The Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Companyās intent is to settle the principal amount of the 2020 Convertible Senior Notes in cash upon conversion. At maturity, the Company must settle all outstanding 2020 Convertible Senior Notes in cash. The Companyās business plan includes the intent to settle the outstanding 2020 Convertible Senior Notes using borrowings under its credit agreement. Accordingly, the outstanding balance has been classified as long-term debt in the consolidated balance sheet as of December 31, 2019. Upon issuance, the Company separately accounted for the liability and equity components of the 2020 Convertible Senior Notes. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the 2020 Convertible Senior Notes and the estimated fair value of the liability component was recorded as a debt discount and is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.6% per annum. The fair value of the liability component of the 2020 Convertible Senior Notes as of the issuance date was estimated at $1.0 billion, resulting in a debt discount at inception of $238 million. The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the 2020 Convertible Senior Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital within shareholdersā equity, and will not be remeasured as long as it continues to meet the conditions for equity classification. Transaction costs related to the 2020 Convertible Senior Notes issuance were allocated to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component were recorded as a reduction to the carrying value of long-term debt on the consolidated balance sheet and are being amortized to interest expense over the term of the notes using the effective interest method. Issuance costs attributable to the equity component were recorded as a charge to additional paid-in capital within shareholdersā equity. The 2020 Convertible Senior Notes consisted of the following at December 31, 2019 and 2018 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Liability component ā ā ā ā ā ā Principal ā $ 262,075 ā $ 562,075 Less: unamortized note discount ā ā (2,829) ā ā (29,504) Less: unamortized debt issuance costs ā ā (220) ā ā (2,340) Net carrying value ā $ 259,026 ā $ 530,231 Equity component (1) ā $ 128,452 ā $ 136,522 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $50 million of deferred taxes as of December 31, 2019 and 2018. Interest expense recognized on the 2020 Convertible Senior Notes related to the stated interest rate and amortization of the debt discount totaled $26 million, $29 million and $28 million for the years ended December 31, 2019, 2018 and 2017, respectively. Security and Guarantees The Senior Notes and the 2020 Convertible Senior Notes are unsecured obligations of Whiting Petroleum Corporation and these unsecured obligations are subordinated to all of the Companyās secured indebtedness, which consists of Whiting Oil and Gasā credit agreement. The Companyās obligations under the Senior Notes and the 2020 Convertible Senior Notes are guaranteed by the Companyās 100%-owned subsidiaries, Whiting Oil and Gas, Whiting US Holding Company, Whiting Canadian Holding Company ULC and Whiting Resources Corporation (the āGuarantorsā). These guarantees are full and unconditional and joint and several among the Guarantors. Any subsidiaries other than these Guarantors are minor subsidiaries as defined by Rule 3-10(h)(6) of Regulation S-X of the SEC. Whiting Petroleum Corporation has no assets or operations independent of this debt and its investments in its consolidated subsidiaries. |