LONG-TERM DEBT | 5. LONG-TERM DEBT Long-term debt as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 (In thousands) Senior revolving credit facility $ $ 8.625% senior secured second lien notes due 2020 (1) — 12.0% senior secured second lien notes due 2022 (2)(3) — 13.0% senior secured third lien notes due 2022 (4)(5) — 9.25% senior notes due 2022 (2)(4)(6) 8.875% senior notes due 2021 (2)(4)(7) 9.75% senior notes due 2020 (2)(4)(8) 8.0% convertible note due 2020 (9) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) On May 1, 2015, the Company completed the issuance of $700.0 million aggregate principal amount of its 8.625% senior secured notes due 2020. Amount is net of $12.2 million unamortized debt issuance costs at December 31, 2015. See "8.625% Senior Secured Second Lien Notes" below for more details. (2) On December 21, 2015, the Company completed the issuance of approximately $112.8 million aggregate principal amount of new 12.0% senior secured notes due 2022 in exchange for approximately $289.6 million aggregate principal amount of senior unsecured notes held by certain holders of the Company's 9.75% senior notes due 2020, 8.875% senior notes due 2021 and 9.25% senior notes due 2022. See "12.0% Senior Secured Second Lien Notes" below for more details. (3) Amount is net of $1.2 million unamortized debt issuance costs at December 31, 2015. (4) On September 10, 2015, the Company completed the issuance of approximately $1.02 billion aggregate principal amount of new 13.0% senior secured notes due 2022 in exchange for approximately $1.57 billion aggregate principal amount of senior unsecured notes held by certain holders of the Company's 9.75% senior notes due 2020, 8.875% senior notes due 2021 and 9.25% senior notes due 2022. (5) Amount is net of $8.4 million unamortized debt issuance costs at December 31, 2015. (6) Amounts are net of $0.8 million and $6.8 million unamortized debt issuance costs at December 31, 2015 and 2014, respectively. (7) Amounts are net of a $1.0 million and a $4.6 million unamortized discount at December 31, 2015 and 2014, respectively, related to the issuance of the original 2021 Notes. The unamortized premium related to the additional 2021 Notes was approximately $5.5 million and $24.6 million at December 31, 2015 and 2014, respectively. Amounts are net of $5.8 million and $25.6 million unamortized debt issuance costs at December 31, 2015 and 2014, respectively. See "8.875% Senior Notes" below for more details. (8) Amounts are net of a $1.9 million and a $7.9 million unamortized discount at December 31, 2015 and 2014, respectively, related to the issuance of the original 2020 Notes. The unamortized premium related to the additional 2020 Notes was approximately $2.6 million and $9.7 million at December 31, 2015 and 2014, respectively. Amounts are net of $4.3 million and $17.1 million unamortized debt issuance costs at December 31, 2015 and 2014, respectively. See "9.75% Senior Notes" below for more details. (9) On May 6, 2015, an amendment to the 8.0% convertible note became effective and was accounted for as a debt extinguishment, resulting in an increase to the convertible notes' discount and the remaining unamortized debt issuance costs were expensed. Amounts are net of a $23.0 million and a $21.8 million unamortized discount at December 31, 2015 and 2014, respectively. Amounts are net of $1.6 million unamortized debt issuance costs at December 31, 2014. See "8.0% Convertible Note" below for more details. Senior Revolving Credit Facility On February 8, 2012, the Company entered into a senior secured revolving credit agreement (the Senior Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The Senior Credit Agreement currently provides for a $1.5 billion facility with a current borrowing base of approximately $827.4 million. Amounts borrowed under the Senior Credit Agreement will mature on August 1, 2019. The borrowing base will be redetermined semi-annually, with the lenders and the Company each having the right to one interim unscheduled redetermination between any two consecutive semi-annual redeterminations. The borrowing base takes into account the Company's oil and natural gas properties, proved reserves, total indebtedness, and other relevant factors consistent with customary oil and natural gas lending criteria. The borrowing base is subject to a reduction, in most cases, equal to the product of 0.25 multiplied by the stated principal amount (without regard to any initial issue discount) of any future notes or other long-term debt securities that the Company may issue. Funds advanced under the Senior Credit Agreement may be paid down and re-borrowed during the term of the facility. Amounts outstanding under the Senior Credit Agreement bear interest at specified margins over the base rate of 0.75% to 1.75% for ABR-based loans or at specified margins over LIBOR of 1.75% to 2.75% for Eurodollar-based loans. These margins fluctuate based on the Company's utilization of the facility. At December 31, 2015, the weighted average interest rate on our variable rate debt was 3.8% per year. Advances under the Senior Credit Agreement are secured by liens on substantially all of the Company's and its restricted subsidiaries' properties and assets. The Senior Credit Agreement contains customary representations, warranties and covenants including, among others, restrictions on the payment of dividends on the Company's capital stock and financial covenants, including minimum working capital levels (the ratio of current assets plus the unused commitment under the Senior Credit Agreement to current liabilities) of not less than 1.0 to 1.0 and a ratio of total secured debt (excluding the Third Lien Notes pursuant to the Eleventh Amendment, as defined and discussed below) to EBITDA (as defined in the Senior Credit Agreement) of no greater than 2.75 to 1.0. At December 31, 2015, the Company had $62.0 million of indebtedness outstanding, $1.6 million of letters of credit outstanding and $763.8 million of borrowing capacity available under its Senior Credit Agreement. On October 29, 2015, the Company entered into the Twelfth Amendment to our Senior Credit Agreement (the Twelfth Amendment) which, among other things, provided additional flexibility with respect to exchanges and repurchases of senior unsecured notes; reaffirmed the borrowing base; and scheduled the next borrowing base redetermination for March 2016. On September 10, 2015, in conjunction with the issuance of the Third Lien Notes (defined below), the Company entered into the Eleventh Amendment to its Senior Credit Agreement (the Eleventh Amendment) which, among other things, permitted the Company to incur the debt under the Third Lien Notes and to grant the liens in connection therewith; excluded the Third Lien Notes from the calculation of the total secured debt to EBITDA ratio; and reduced the borrowing base. On May 1, 2015, the Company entered into the Tenth Amendment to the Senior Credit Agreement (the Tenth Amendment) which, among other things, replaced the interest coverage test with a covenant that requires the ratio of total secured debt to EBITDA of no greater than 2.75 to 1.0, reduced the borrowing base and extended the maturity date of the Senior Credit Agreement to August 1, 2019. Prior to the Tenth Amendment, under the Ninth Amendment executed on February 25, 2015, the Senior Credit Agreement had a required minimum coverage of interest expenses of not less than 2.0 to 1.0 through March 31, 2016 and not less than 2.5 to 1.0 for subsequent periods. At December 31, 2015, the Company was in compliance with the financial debt covenants under the Senior Credit Agreement. 8.625% Senior Secured Second Lien Notes On May 1, 2015, the Company issued $700 million aggregate principal amount of its 8.625% second lien senior secured notes due 2020 (the 2020 Second Lien Notes) in a private offering. The 2020 Second Lien Notes were issued at par. The net proceeds from the sale of the 2020 Second Lien Notes were approximately $686.2 million (after deducting offering fees and expenses). The Company used the net proceeds from the offering to repay the majority of the then outstanding borrowings under its Senior Credit Agreement. The 2020 Second Lien Notes bear interest at a rate of 8.625% per annum, payable semi-annually on February 1 and August 1 of each year, beginning on August 1, 2015. The 2020 Second Lien Notes will mature on February 1, 2020. The 2020 Second Lien Notes are secured by second-priority liens on substantially all of the Company's and its guarantors' assets to the extent such assets secure the Company's Senior Credit Agreement, its 2022 Second Lien Notes (defined below) and its Third Lien Notes (defined below) (the Collateral). Pursuant to the terms of the Intercreditor Agreement, dated May 1, 2015 (the Intercreditor Agreement), the security interest in those assets that secure the 2020 Second Lien Notes and the guarantees are contractually subordinated to liens that secure the Company's Senior Credit Agreement and certain other permitted indebtedness. Consequently, the 2020 Second Lien Notes and the guarantees are effectively subordinated to the Senior Credit Agreement and such other indebtedness to the extent of the value of such assets. The Collateral does not include any of the assets of HK TMS, LLC, a wholly owned subsidiary of the Company, or any of the Company's future unrestricted subsidiaries. The 2020 Second Lien Notes are governed by an Indenture, dated as of May 1, 2015, by and among the Company, certain subsidiaries of the Company (the Guarantors) and U.S. Bank National Association, as Trustee, (the Trustee), which contains affirmative and negative covenants that, among other things, limit the ability of the Company and the Guarantors to incur indebtedness; purchase or redeem stock or subordinated indebtedness; make investments; create liens; enter into transactions with affiliates; sell assets; refinance certain indebtedness; merge with or into other companies or transfer substantially all of their assets; and, in certain circumstances, to pay dividends or make other distributions on stock. The indenture also contains customary events of default. Upon the occurrence of certain events of default, the Trustee or the holders of the 2020 Second Lien Notes may declare all outstanding 2020 Second Lien Notes to be due and payable immediately. The 2020 Second Lien Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors and by certain future subsidiaries of the Company. At any time prior to February 1, 2017, the Company may redeem the 2020 Second Lien Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make-whole premium, together with accrued and unpaid interest, if any, to the redemption date. The 2020 Second Lien Notes will be redeemable, in whole or in part, on or after February 1, 2017 at redemption prices equal to the principal amount multiplied by the percentage set forth below, plus accrued and unpaid interest: Year Percentage 2017 2018 2019 and thereafter Additionally, the Company may redeem up to 35% of the 2020 Second Lien Notes on or prior to February 1, 2017 for a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest, utilizing net cash proceeds from certain equity offerings. In addition, upon a change of control of the Company, holders of the 2020 Second Lien Notes will have the right to require the Company to repurchase all or any part of their notes for cash at a price equal to 101% of the aggregate principal amount of the 2020 Second Lien Notes repurchased, plus any accrued and unpaid interest. 12.0% Senior Secured Second Lien Notes On December 21, 2015, the Company completed the issuance of approximately $112.8 million aggregate principal amount of new 12.0% second lien senior secured notes due 2022 (the 2022 Second Lien Notes) in exchange for approximately $289.6 million principal amount of our senior unsecured notes, consisting of $116.6 million principal amount of its 9.75% senior notes due 2020, $137.7 million principal amount of its 8.875% senior notes due 2021 and $35.3 million principal amount of its 9.25% senior notes due 2022. At closing, the Company paid all accrued and unpaid interest since the respective interest payment dates of the unsecured notes surrendered in the exchange. The Company recorded the issuance of the 2022 Second Lien Notes at par value and also recognized a $174.5 million net gain on the extinguishment of debt, as a $176.7 million gain on the exchanges was partially offset by the writedown of $2.2 million associated with related issuance costs and discounts and premiums for the respective notes. The net gain is recorded in "Gain (loss) on extinguishment of debt" in the consolidated statements of operations. As a result of the issuance of the 2022 Second Lien Notes, the Company's borrowing base under its Senior Credit Agreement was reduced from $850.0 million to approximately $827.4 million. The 2022 Second Lien Notes are secured by second-priority liens on the Collateral. Pursuant to the terms of the Intercreditor Agreement, dated December 21, 2015, the security interest in the Collateral securing the 2022 Second Lien Notes and the guarantees are (i) contractually subordinated to liens that secure the Company's Senior Credit Agreement and certain other permitted indebtedness, (ii) contractually equal with the liens that secure the 2020 Second Lien Notes and other future parity obligations and (iii) contractually senior to the liens securing junior lien obligations (including the Third Lien Notes). Consequently, the 2022 Second Lien Notes and the guarantees are effectively subordinated to the Senior Credit Agreement and such other indebtedness, effectively equal to the 2020 Second Lien Notes and effectively senior to the Third Lien Notes, any outstanding senior unsecured notes or other unsecured debt of the Company, in each case to the extent of the value of the Collateral. The Collateral does not include any of the assets of HK TMS, LLC, a wholly owned subsidiary of the Company, or any of the Company's future unrestricted subsidiaries. The 2022 Second Lien Notes are governed by an Indenture, dated as of December 21, 2015, by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee, which contains affirmative and negative covenants that are substantially the same as those contained in the indenture governing the 2020 Second Lien Notes, described above. The 2022 Second Lien Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors and by certain future subsidiaries of the Company. Interest is payable on the 2022 Second Lien Notes on February 15 and August 15 of each year, beginning on February 15, 2016. The 2022 Second Lien Notes will mature on February 15, 2022. At any time prior to August 15, 2018, the Company may redeem the 2022 Second Lien Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make-whole premium, together with accrued and unpaid interest, if any, to the redemption date. The 2022 Second Lien Notes will be redeemable, in whole or in part, on or after August 15, 2018 at redemption prices equal to the principal amount multiplied by the percentage set forth below, plus accrued and unpaid interest: Year Percentage 2018 2019 2020 and thereafter Additionally, the Company may redeem up to 35% of the 2022 Second Lien Notes on or prior to August 15, 2018 for a redemption price of 112.000% of the principal amount thereof, plus accrued and unpaid interest, utilizing net cash proceeds from certain equity offerings. In addition, upon a change of control of the Company, holders of the 2022 Second Lien Notes will have the right to require the Company to repurchase all or any part of their 2022 Second Lien Notes for cash at a price equal to 101% of the aggregate principal amount of the 2022 Second Lien Notes repurchased, plus any accrued and unpaid interest. The 2022 Second Lien Notes were issued in accordance with exemptions from the registration requirements of the Securities Act of 1933, as amended afforded by Rule 144A and Regulation S under the Securities Act. 13.0% Senior Secured Third Lien Notes On September 10, 2015, the Company issued approximately $1.02 billion aggregate principal amount of its new 13.0% third lien senior secured notes due 2022 (the Third Lien Notes) in exchange for approximately $1.57 billion principal amount of our senior unsecured notes, consisting of $497.2 million principal amount of its 9.75% senior notes due 2020, $774.7 million principal amount of its 8.875% senior notes due 2021 and $294.4 million principal amount of its 9.25% senior notes due 2022 in privately negotiated transactions with certain holders of its outstanding senior unsecured notes. At closing, the Company paid all accrued and unpaid interest since the respective interest payment dates of the notes surrendered in the exchange. The Company recorded the issuance of the Third Lien Notes at par value and also recognized a $535.1 million net gain on the extinguishment of debt, as a $548.2 million gain on the exchanges was partially offset by the writedown of $13.1 million associated with related issuance costs and discounts and premiums for the respective notes. The net gain is recorded in "Gain (loss) on extinguishment of debt" in the consolidated statements of operations. The Third Lien Notes bear interest at a rate of 13.0% per annum, payable semi-annually on February 15 and August 15, commencing on February 15, 2016. The Third Lien Notes mature on February 15, 2022. The Third Lien Notes are secured by third-priority liens on the same collateral securing the Company's Senior Credit Agreement, the 2020 Second Lien Notes and the 2022 Second Lien Notes. Pursuant to the terms of the Intercreditor Agreement, the security interest in those assets that secure the Third Lien Notes and the guarantees are contractually subordinated to liens that secure the Company's Senior Credit Agreement, the 2020 Second Lien Notes, the 2022 Second Lien Notes and certain other permitted indebtedness. Consequently, the Third Lien Notes and the guarantees are effectively subordinated to the Senior Credit Agreement, the 2020 Second Lien Notes, the 2022 Second Lien Notes and such other indebtedness to the extent of the value of such assets. The Third Lien Notes are governed by an Indenture, dated as of September 10, 2015, by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee, which contains affirmative and negative covenants that are substantially the same as those contained in the indenture governing the 2020 Second Lien Notes, described above. The Third Lien Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors and by certain future subsidiaries of the Company. At any time prior to August 15, 2018, the Company may redeem the Third Lien Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make-whole premium, together with accrued and unpaid interest, if any, to the redemption date. The Third Lien Notes will be redeemable, in whole or in part, on or after August 15, 2018, at redemption prices equal to the principal amount multiplied by the percentage set forth below, plus accrued and unpaid interest: Year Percentage 2018 2019 2020 and thereafter Additionally, the Company may redeem up to 35% of the Third Lien Notes prior to August 15, 2018 for a redemption price of 113% of the principal amount thereof, plus accrued and unpaid interest, utilizing net cash proceeds from certain equity offerings. In addition, upon a change of control of the Company, holders of the Third Lien Notes will have the right to require the Company to repurchase all or any part of their notes for cash at a price equal to 101% of the aggregate principal amount of the Third Lien Notes repurchased, plus any accrued and unpaid interest. The Company issued the Third Lien Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company relied on this exemption from registration based in part on representations made by the holders of the senior unsecured notes. 9.25% Senior Notes On August 13, 2013, the Company issued at par $400.0 million aggregate principal amount of 9.25% senior notes due 2022 (the 2022 Notes). The net proceeds from the offering of approximately $392.1 million (after deducting commissions and offering expenses) were used to repay a portion of the then outstanding borrowings under the Company's Senior Credit Agreement. The 2022 Notes bear interest at a rate of 9.25% per annum, payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2014. The 2022 Notes will mature on February 15, 2022. The 2022 Notes are senior unsecured obligations of the Company and are effectively subordinate to its secured debt, including secured debt under the Senior Credit Agreement, the 2020 Second Lien Notes, the 2022 Second Lien Notes and the Third Lien Notes and rank equally with all of its current and future senior indebtedness. The 2022 Notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis by the Guarantors and by certain future subsidiaries of the Company. Halcón, the issuer of the 2022 Notes, has no material independent assets or operations apart from the assets and operations of its subsidiaries. On May 23, 2014, the Company completed a registered exchange offer of the outstanding 2022 Notes for new registered notes having terms substantially identical to the 2022 Notes. On or before August 15, 2016, the Company may redeem up to 35% of the aggregate principal amount of the 2022 Notes with the net cash proceeds of certain equity offerings at a redemption price of 109.250% of the principal amount plus accrued and unpaid interest to the redemption date provided that: at least 65% in aggregate principal amount of the 2022 Notes originally issued remains outstanding immediately after the redemption and the redemption occurs within 180 days of the related equity offering. In addition, at any time prior to August 15, 2017, the Company may redeem some or all of the 2022 Notes for the principal amount thereof, plus accrued and unpaid interest plus a make whole premium equal to the excess, if any of (a) the present value at such time of (i) the redemption price of such note at August 15, 2017, plus (ii) any required interest payments due on the notes through August 15, 2017 (excluding currently accrued and unpaid interest) computed using a discount rate equal to the Treasury Rate plus 50 basis points, discounted to the redemption date on a semi-annual basis, over (b) the principal amount of such note. On or after August 15, 2017, the Company may redeem all or a part of the 2022 Notes at any time or from time to time at the redemption prices (expressed as percentages of the principal amount) set forth in the following table plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the 12-month period beginning August 15, of the years indicated: Year Percentage 2017 2018 2019 and thereafter In addition, upon a change of control of the Company, holders of the 2022 Notes will have the right to require the Company to repurchase all or any part of their 2022 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2022 Notes repurchased, plus any accrued and unpaid interest. The 2022 Notes were issued pursuant to, and are governed by an Indenture dated August 13, 2013, between the Company and U.S. Bank National Association, as trustee and the Company's subsidiaries named therein as guarantors (the Indenture). The Indenture governing the 2022 Notes contains affirmative and negative covenants that, among other things, limit the ability of the Company and its subsidiaries that guarantee the 2022 Notes to incur indebtedness; purchase or redeem stock or subordinated indebtedness; make investments; create liens; enter into transactions with affiliates; sell assets; refinance certain indebtedness; merge with or into other companies or transfer substantially all of their assets; and, in certain circumstances, to pay dividends or make other distributions on stock. With respect to indebtedness, the indenture limits the Company's ability to incur additional indebtedness, including borrowings under its Senior Credit Agreement, unless the Company meets one of two tests: the fixed charge coverage ratio test, which requires that after giving effect to the incurrence of additional debt the ratio of the Company's adjusted consolidated EBITDA (as defined in the Indenture) to its adjusted consolidated interest expense over the trailing four fiscal quarters will be at least 2.0 to 1.0; or, in the alternative, the Company may incur additional debt under Credit Facilities (as defined in the Indenture) if the amount of such additional indebtedness is not more than the greater of a fixed sum of $750 million or 30% of the Company's adjusted consolidated net tangible assets (as defined in the Indenture), which is determined primarily by the value of discounted future net revenues from proved oil and natural gas reserves as of the date of such determination. During the second quarter of 2015, the Company entered into several exchange agreements with holders of the Company's 2022 Notes in which they agreed to exchange an aggregate $7.4 million principal amount of their senior notes for approximately 0.9 million shares of the Company's common stock. The exchanges closed on various dates from April 30, 2015 through May 15, 2015, at which time the Company also paid all accrued and unpaid interest since the prior interest payment date for the 2022 Notes. See " Senior Notes Exchanged for Common Stock " below for more details. On September 10, 2015, the Company closed several separate, privately negotiated exchange agreements with holders of the Company's 2022 Notes in which they agreed to exchange an aggregate $294.4 million principal amount of their senior unsecured notes for approximately $191.3 million aggregate principal amount of Third Lien Notes. At closing, the Company paid all accrued and unpaid interest since the prior interest payment date in August 2015. On December 21, 2015, the Company closed an exchange offer through a public tender to holders of the Company's 2022 Notes in which they agreed to exchange an aggregate $35.3 million principal amount of their senior unsecured notes for approximately $13.7 million aggregate principal amount of new 2022 Second Lien Notes. At closing, the Company paid all accrued and unpaid interest since the prior interest payment date in August 2015. During the fourth quarter of 2015, the Company repurchased $10.3 million principal amount of the Company's 2022 Notes for cash. At closing, the Company paid all accrued and unpaid interest since the prior interest payment date in August 2015. As of December 31, 2015, $52.7 million principal amount of the Company's 2022 Notes remained outstanding. Subsequent to December 31, 2015, the Company repurchased $15.0 million principal amount of the 2022 Notes for cash at prevailing market prices at the time of the transactions. Upon settlement of the repurchases, the Company paid all accrued and unpaid interest since the prior interest payment date of the 2022 Notes. 8.875% Senior Notes On November 6, 2012, the Company issued $750.0 million aggregate principal amount of its 8.875% senior notes due 2021 (the 2021 Notes), at a price to the initial purchasers of 99.247% of par. The net proceeds from the offering were approximately $725.6 million after deducting the initial purchasers' discounts, commissions and offering expenses and were used to fund a portion of the cash consideration paid in the Williston Basin Acquisition. On January 14, 2013, the Company issued an additional $600.0 million aggregate principal amount of the 2021 Notes at a price to the initial purchasers of 105% of par. The net proceeds from the sale of the additional 2021 Notes of approximately $619.5 million (after the initial purchasers' premiums, commissions and offering expenses) were used to repay all of the then outstanding borrowings under the Senior Credit Agreement and for general corporate purposes, including funding a portion of the Company's 2013 capital expenditures program. These notes were issued as "additional notes" under the indenture governing the 2021 Notes and under the indenture are treated as a single series with substantially identical terms as the 2021 Notes previously issued. The 2021 Notes bear interest at a rate of 8.875% per annum, payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2013. The Notes will mature on May 15, 2021. The 2021 Notes are senior unsecured obligations of the Company and are effectively subordinate to its secured debt, including secured debt under the Senior Credit Agreement, the 2020 Second Lien Notes, the 2022 Second Lien Notes and the Third Lien Notes and rank equally with all of its current and future senior indebtedness. The 2021 Notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis by the Guarantors and by certain future subsidiaries of the Company. Halcón, the issuer of the 2021 Notes, has no material independent assets or operations apart from the assets and operations of its subsidiaries. On June 4, 2013, the Company completed a registered exchange offer of outstanding 2021 Notes for new registered notes having terms substantially identical to the 2021 Notes. On or before November 15, 2015, the Company may redeem up to 35% of the aggregate principal amount of the 2021 Notes with the net cash proceeds of certain equity offerings at a redemption price of 108.875% of the principal amount plus accrued and unpaid interest to the redemption date provided that: at least 65% in aggregate principal amount of the 2021 Notes originally issued remains outstanding immediately after the redemption and the redemption occurs within 180 days of the date of closing of the related equity offering. In addition, at any time prior to November 15, 2016, the Company may redeem some or all of the 2021 Notes for the principal amount thereof, plus accrued and unpaid interest plus a make whole premium equal to the excess, if any of (a) the present value at such time of (i) the redemption price of such note at November 15, 2016, plus (ii) any required interest payments due on the notes through November 15, 2016 (excluding currently accrued and unpaid interest) computed using a discount rate equal to the Treasury Rate plus 50 basis points, discounted to the redemption date on a semi-annual basis, over (b) the principal amount of such note. On or after November 15, 2016, the Company may redeem some or all of the 2021 Notes at any time or from time to time at the redemption prices (expressed as percentages of the principal amount) set forth in the following table plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the 12-month period beginning November 15 of the years indicated below: Year Percentage 2016 2017 2018 and thereafter In addition, upon a change of control of the Company, holders of the 2021 Notes will have the right to require the Company to repurchase all or any part of their 2021 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2021 Notes repurchased, plus any accrued and unpaid interest. The 2021 Notes were issued under and governed by an Indenture dated November 6, 2012, between the Company, U.S. Bank National Association, as trustee and the Company's subsidiaries named therein as guarantors. The indenture governing the 2021 Notes contains affirmative and negative covenants that are substantially the same as those contained in the indenture governing the 2022 Notes, described above. In conjunction with the issuance of the 2021 Notes, the Company recorded a discount of approximately $5.7 million to be amortized over the remaining life of the 2021 Notes using the effective interest method. The remaining unamortized discount was $1.0 million at December 31, 2015. In conjunction with the issuance of the additional 2021 Notes, the Company recorded a premium of approximately $30.0 million to be amortized over the remaining life of the additional 2021 Notes using the effectiv |