Long-term Debt | 4. LONG-TERM DEBT T he Company’s long-term debt consisted of the following as of January 31, 2015 and July 31, 2015: (in thousands) January 31, 2015 July 31, 2015 5% convertible note $ $ TUSA credit facility due October 2018 RockPile credit facility due March 2019 TUSA 6.75% notes due July 2022 Other notes and mortgages payable Total debt Less current portion of debt: Other notes and mortgages payable Total long-term debt $ $ Convertible Note. On July 31, 2012, the Company sold to NGP Triangle Holdings, LLC a 5% convertible note with an initial principal amount of $120.0 million (the “Convertible Note”) that became convertible after November 16, 2012 into the Company’s common stock at a conversion rate of one share per $8.00 of note principal. The Convertible Note accrues interest at a rate of 5.0% per annum, compounded quarterly, on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Note. Such interest is paid-in-kind by adding to the principal balance of the Convertible Note, provided that, after September 30, 2017, the Company has the option to make such interest payments in cash. As of July 31, 2015, $19.3 million of accrued interest has been added to the principal balance of the Convertible Note. TUSA Credit Facility. On April 11, 2013, TUSA entered into an Amended and Restated Credit Agreement, which was subsequently amended on various dates. On November 25, 2014, TUSA entered into a Second Amended and Restated Credit Agreement, which provides for a $1.0 billion senior secured revolving credit facility, with a sublimit for the issuance of letters of credit equal to $15.0 million. The TUSA credit facility has a maturity date of October 16, 2018. On April 30, 2015, TUSA entered into Amendment No. 1 to its Second Amended and Restated Credit Agreement (“Amendment No. 1”) to, among other things, replace the existing total funded debt leverage ratio with a senior secured leverage ratio, add an interest coverage ratio, and add an equity cure right for non-compliance with financial covenants. The May 2015 semi-annual redetermination of the borrowing base was conducted concurrently with the execution of Amendment No. 1, and the borrowing base was adjusted from $435.0 million to $350.0 million. Borrowings under the TUSA credit facility bear interest, at TUSA’s option, at either (i) the adjusted base rate (the highest of (A) the administrative agent’s prime rate, (B) the federal funds rate plus 0.50% , or (C) the one month Eurodollar rate (as defined in the agreement) plus 1.0%) , plus an applicable margin that ranges between 0.50% and 1.50% , depending on TUSA’s utilization percentage of the then effective borrowing base, or (ii) the Eurodollar rate plus an applicable margin that ranges between 1.50% and 2.50% , depending on TUSA’s utilization percentage of the then effective borrowing base. The lenders will redetermine the borrowing base under the TUSA credit facility on a semi-annual basis by May 1 and November 1. In addition, each of TUSA and the lenders may request an unscheduled borrowing base redetermination twice during each calendar year. If at any time the borrowing base is less than the amount of outstanding credit exposure under the TUSA credit facility, TUSA will be required to (i) prepay the principal amount of the loans in an amount sufficient to eliminate the excess, (ii) pledge additional collateral, (iii) prepay the excess in three equal monthly installments, or (iv) any combination of options (i) through (iii). TUSA will pay a commitment fee that ranges between 0.375% and 0.50% per annum on the unused availability under the TUSA credit facility. The TUSA credit facility is collateralized by certain of TUSA’s assets, including (1) at least 80% of the adjusted engineered value of TUSA’s oil and natural gas interests evaluated in determining the borrowing base for the facility, and (2) all of the personal property of TUSA and its subsidiaries. The obligations under the TUSA credit facility are guaranteed by TUSA’s subsidiaries, but Triangle is not a guarantor . The TUSA credit facility contains various covenants and restrictive provisions that may, among other things, limit TUSA’s ability to sell assets, incur additional indebtedness, pay dividends, make investments or loans and create liens. In addition, the facility contains financial covenants requiring TUSA to maintain specified ratios of consolidated current assets to consolidated current liabilities, consolidated senior secured debt to consolidated EBITDAX, and interest to consolidated EBITDAX. As of July 31, 2015, TUSA was in compliance with all covenants under the TUSA credit facility. RockPile Credit Facility . On March 25, 2014, RockPile entered into a Credit Agreement to provide a $100.0 million senior secured revolving credit facility. On November 13, 2014, RockPile entered into Amendment No. 1 to Credit Agreement and Incremental Commitment Agreement, which amended the credit facility to increase the borrowing capacity under the facility from $100.0 million to $150.0 million. The RockPile credit facility has a maturity date of March 25, 2019. Borrowings under the RockPile credit facility bear interest, at RockPile’s option, at either (i) the alternative base rate (the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.5% , or (c) the one-month adjusted Eurodollar rate (as defined in the agreement) plus 1.0%) , plus an applicable margin that ranges between 1.5% and 2.25% , depending on RockPile’s leverage ratio as of the last day of RockPile’s most recently completed fiscal quarter, or (ii) the Eurodollar rate plus an applicable margin that ranges between 2.50% and 3.25% , depending on RockPile’s leverage ratio as of the last day of RockPile’s most recently completed fiscal quarter. RockPile pay s a commitment fee that ranges between 0.375% and 0.50% per annum on the unused availability under the RockPile credit facility. RockPile also pay s a per annum fee on all letters of credit issued under the RockPile credit facility, which will equal the applicable margin for loans accruing interest based on the Eurodollar rate and a fronting fee to the issuing lender equal to 0.125% of the letter of credit amount. The obligations under the RockPile credit facility are guaranteed by RockPile’s subsidiaries, but Triangle is not a guarantor. The RockPile credit facility contains financial covenants requiring RockPile to maintain specified ratios of consolidated debt to EBITDA and Adjusted EBITDA to Fixed Charges. Amendment No. 1 also modified covenants in the RockPile credit facility related to certain restrictions on the payment of dividends and distributions and increased the amount of permitted capital expenditures. As of July 31, 2015, RockPile was in compliance with all financial covenants under the RockPile credit facility. TUSA 6.75% Notes . On July 18, 2014, TUSA entered into an Indenture (the “Indenture”) among TUSA, a TUSA wholly-owned subsidiary as guarantor , and Wells Fargo Bank, National Association, as trustee, governing the terms of TUSA’s $450.0 million aggregate principal amount of 6.75% Notes due 2022 (the “TUSA 6.75% Notes”). The TUSA 6.75% Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The TUSA 6.75% Notes are senior unsecured obligations of TUSA and are guaranteed on a senior unsecured basis by the initial guarantor and another TUSA wholly-owned subsidiary that became a guarantor of the TUSA 6.75% Notes in early December 2014. The TUSA 6.75% Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The TUSA 6.75% Notes bear interest at a rate of 6.75% per year, accruing from July 18, 2014. Interest on the TUSA 6.75% Notes is payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2015. The TUSA 6.75% Notes will mature on July 15, 2022, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The Company incurred $10.5 million of offering costs which have been deferred and are being recognized on the effective interest method over the life of the notes. TUSA may redeem some or all of the TUSA 6.75% Notes at any time prior to July 15, 2017 at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium set forth in the Indenture. On or after July 15, 2017, TUSA may redeem some or all of the TUSA 6.75% Notes at any time at a price equal to 105% of the principal amount of the notes redeemed (103% after July 15, 2018, 102% after July 15, 2 019 and 100% after July 15, 2020 ), plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to July 15, 2017, TUSA may redeem up to 35% of the aggregate principal amount of the TUSA 6.75% Notes at a specified redemption price set forth in the Indenture plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of certain equity offerings. If TUSA experiences certain change of control events, TUSA must offer to repurchase the TUSA 6.75% Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. The Indenture permits TUSA to purchase TUSA 6.75% Notes in the open market. In fiscal year 2015, TUSA repurchased TUSA 6.75% Notes with a face value of $20.5 million for $13.9 million, immediately retired the repurchased notes, and recognized a gain on extinguishment of debt of $6.6 million . During the three months ended July 31, 2015, TUSA repurchased additional TUSA 6.75% Notes with a face value of $3.6 million for $2.5 million, immediately retired the repurchased notes, and recognized a gain on extinguishment of debt of $1.1 million. The Indenture contains covenants that, among other things, restrict TUSA’s ability and the ability of any guarantor subsidiary to sell certain assets; make certain dividends, distributions, investments and other restricted payments; incur certain additional indebtedness and issue preferred stock; create certain liens; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries, and consolidate, merge or sell substantially all of TUSA’s assets. These covenants are subject to a number of important exceptions and qualifications. As of July 31, 2015, TUSA was in compliance with all covenants under the TUSA 6.75% Notes. |