LONG-TERM DEBT (Notes) | 12 Months Ended |
Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 11 - LONG-TERM DEBT |
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Notes payable at December 31, 2014 and 2013 consisted of the following: |
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| As of December 31, | | | | |
| 2014 | | 2013 | | | | |
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Senior Notes Payable due May 15, 2020, interest rate of 9.75%, net of unamortized discount of $2.6 million and $2.8 million at December 31, 2014 and 2013, respectively | $ | 597,355 | | | $ | 597,230 | | | | | |
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Various equipment and real estate notes payable with maturity dates February 2015 - November 2017, interest rates of 4.25% - 7.94% (1) | 22,238 | | | 18,615 | | | | | |
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Eureka Hunter Pipeline Credit Agreement due March 28, 2018, interest rate of 3.66% (2) | — | | | — | | | | | |
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Eureka Hunter Pipeline second lien term loan due August 16, 2018, interest rate of 12.5% | — | | | 50,000 | | | | | |
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MHR Senior Revolving Credit Facility due April 13, 2018, interest rate of 2.92% at December 31, 2014 | — | | | 218,000 | | | | | |
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MHR second lien term loan due October 22, 2019, interest rate of 8.5%, net of unamortized discount of $10.0 million at December 31, 2014 | 329,140 | | | — | | | | | |
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| $ | 948,733 | | | $ | 883,845 | | | | | |
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Less: current portion | (10,770 | ) | | (3,967 | ) | | | | |
Total long-term debt obligations, net of current portion | $ | 937,963 | | | $ | 879,878 | | | | | |
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(1) Balance as of December 31, 2013 includes notes classified as liabilities associated with assets held for sale of which $0.2 million is current and $3.8 million is long term. |
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(2) | As a result of the deconsolidation of Eureka Hunter Holdings, this loan or revolver was derecognized with Eureka Hunter Holdings’ other liabilities. See “Note 2 - Deconsolidation of Eureka Hunter Holdings” | | | | | | | | | | |
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The following table presents the approximate annual maturities of debt, gross of unamortized discount: |
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2015 | $ | 10,770 | | | | | | | | | |
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2016 | 12,129 | | | | | | | | | |
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2017 | 5,948 | | | | | | | | | |
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2018 | 3,959 | | | | | | | | | |
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2019 | 325,757 | | | | | | | | | |
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Thereafter | 602,825 | | | | | | | | | |
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| $ | 961,388 | | | | | | | | | |
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Senior Notes |
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On May 16, 2012, the Company completed the issuance of $450.0 million aggregate principal amount of its 9.75% Unregistered Senior Notes which mature on May 15, 2020 for total proceeds of $431.2 million net of issuing costs of $12.8 million, resulting in a discount of $6.0 million. |
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On December 18, 2012, the Company completed the issuance of an additional $150.0 million aggregate principal amount of its 9.75% Unregistered Senior Notes for total proceeds of $149.9 million net of issuing costs of $3.1 million, resulting in a premium of $3.0 million. |
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On November 8, 2013, the Company completed an exchange offer pursuant to which we exchanged $600 million of Senior Notes registered under the Securities Act for all of the Unregistered Notes. We refer to the exchanged Senior Notes as the Exchange Notes or our Senior Notes. The Exchange Notes have substantially identical terms to our former Unregistered Senior Notes except the Exchange Notes are generally freely transferable under the Securities Act. |
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The Senior Notes are unsecured and are guaranteed, jointly and severally, on a senior unsecured basis by certain of the Company’s domestic subsidiaries. The indenture governing the Senior Notes permits a guarantor of the Senior Notes to be released from its guarantee under certain circumstances, including in connection with a sale or other disposition of all or substantially all of the assets of the guarantor, a sale or other disposition of the capital stock of the guarantor to a third party, or upon the liquidation or dissolution of the guarantor. |
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Interest on the Senior Notes is paid semi-annually in arrears on May 15 and November 15 of each year. The Company paid penalty interest totaling $1.1 million during 2013 due to its untimely filing of a Registration Statement on Form S-4 to consummate an exchange offer. |
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The Company used the net proceeds of the Senior Notes, together with other sources of liquidity, (i) to finance a portion of the $312.0 million acquisition of oil properties in the Williston Basin from Baytex Energy USA, which closed on May 22, 2012, (ii) to pay off all amounts outstanding under the Company’s second lien term loan, (iii) to repay outstanding debt under the Company’s senior revolving credit facility, (iv) for capital expenditures and (v) general corporate purposes. |
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The Senior Notes were issued pursuant to an indenture entered into on May 16, 2012 as supplemented, among the Company, the subsidiary guarantors party thereto, Wilmington Trust, National Association, as the trustee, and Citibank, N.A., as the paying agent, registrar and authenticating agent. The terms of the Senior Notes are governed by the indenture, which contains affirmative and restrictive covenants that, among other things, limit the Company’s and the guarantors’ ability to incur or guarantee additional indebtedness or issue certain preferred stock; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness or make certain other restricted payments; transfer or sell assets; make loans and other investments; create or permit to exist certain liens; enter into agreements that restrict dividends or other payments from restricted subsidiaries to the Company; consolidate, merge or transfer all or substantially all of their assets; engage in transactions with affiliates; and create unrestricted subsidiaries. |
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The indenture also contains events of default. Upon the occurrence of events of default arising from certain events of bankruptcy or insolvency, the Senior Notes shall become due and payable immediately without any declaration or other act of the trustee or the holders of the Senior Notes. Upon the occurrence of certain other events of default, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes may declare all outstanding Senior Notes to be due and payable immediately. |
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At December 31, 2014, the Company was in compliance with all of its requirements under the indenture related to the Senior Notes. |
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The Senior Notes are redeemable by the Company at any time on or after May 15, 2016, at the redemption price of 104.875%, after May 15, 2017, at the redemption price of 102.438%, and after May 15, 2018, at the redemption price of 100.00%. The Senior Notes are redeemable by the Company prior to May 15, 2016 at the redemption price equal to 100.00% of the principal amount of the notes redeemed, plus a “make-whole” premium equal to the greater of: |
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i. | 1.0% of the principal amount of the note; and | | | | | | | | | | |
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ii. | The excess of: | | | | | | | | | | |
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(a) | The present value at such redemption date of (i) the redemption price of the note at May 15, 2016 plus (ii) all required interest payments due on the note through May 15, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points discounted to such redemption date on a semi-annual basis, over | | | | | | | | | | |
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(b) | The principal amount of the note. | | | | | | | | | | |
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The Company is also entitled to redeem up to 35% of the aggregate principal amount of the Senior Notes before May 15, 2015 with net proceeds that the Company raises in certain equity offerings at a redemption price of 109.750%, so long as at least 65% of the aggregate principal amount of the Senior Notes issued under the indenture (excluding Senior Notes held by the Company) remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. If the Company experiences certain change of control events, each holder of Senior Notes may require the Company to repurchase all or a portion of the Senior Notes for cash at a price equal to 101% of the aggregate principal amount of such Senior Notes, plus any accrued and unpaid interest up to, but not including the date of repurchase. |
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MHR Senior Revolving Credit Facility and Second Lien Term Loan |
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Revolving Credit Facility |
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On December 13, 2013, the Company entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”) by and among the Company, Bank of Montreal, as Administrative Agent, the lenders a party thereto and the agents a party thereto. The Credit Agreement amended and restated that certain Second Amended and Restated Credit Agreement, dated as of April 13, 2011, by and among such parties, as amended (“Prior Credit Agreement”). |
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On May 6, 2014, the Company and the other parties to the Credit Agreement entered into the First Amendment to Third Amended and Restated Credit Agreement (the “Amendment”). The Amendment increased the borrowing base from $232.5 million to $325.0 million in connection with the regular semi-annual redetermination of the Company's borrowing base derived from the Company's proved crude oil and natural gas reserves. The borrowing base could have been increased or decreased in connection with such redeterminations up to a maximum commitment level of $750.0 million. The Amendment provided that such increased borrowing base shall be reduced (i) by the lesser of $25.0 million or 50% of the net proceeds from issuances by the Company of common equity on or before July 1, 2014 (other than common equity issued pursuant to any stock incentive or stock option plan or any other compensatory arrangements); (ii) by certain specified reductions in connection with certain proposed asset dispositions; (iii) on July 1, 2014 by $25.0 million less any prior adjustment of the borrowing base due to an equity issuance as contemplated by clause (i); and (iv) by $0.25 for each $1.00 of any additional Senior Notes issued by the Company. The Amendment further provided that from May 6, 2014 through July 1, 2014 the Applicable Margin (as defined in the Credit Agreement) component of the interest charged on revolving borrowings under the Credit Agreement was 2.75% for alternate base rate (“ABR”) Loans (as defined in the Credit Agreement) and 3.75% for Eurodollar Loans (as defined in the Credit Agreement). From and after July 1, 2014 through the date of the Company’s delivery of a certificate for the quarter ended June 30, 2014, with respect to, among other things, the Company’s compliance with the covenants in the Credit Agreement (the “Compliance Certificate”), the Applicable Margin component of interest charged on revolving borrowings under the Credit Agreement ranged from 1.50% to 2.25% for ABR Loans and from 2.50% to 3.25% for Eurodollar Loans. From and after the Company’s delivery of the Compliance Certificate, the Applicable Margin component of interest charged on revolving borrowings under the Credit Agreement ranged from 1.00% to 1.75% for ABR Loans and from 2.00% to 2.75% for Eurodollar Loans. |
In addition, the Amendment modified certain of the Credit Agreement’s financial covenants, including: |
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i. | permitting the Company to take into account the borrowing base increase as though it occurred on March 31, 2014 for purposes of maintaining a ratio of consolidated current assets to consolidated current liabilities of not less than 1.0 to 1.0; | | | | | | | | | | |
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ii. | providing for a ratio of EBITDAX to Interest Expense of not less than (a) 2.0 to 1.0 for the fiscal quarter ended March 31, 2014, (b) 2.25 to 1.0 for the fiscal quarters ending June 30, 2014 and September 30, 2014, and (c) 2.50 to 1.0 for the fiscal quarter ended December 31, 2014 and for each fiscal quarter ending thereafter; and | | | | | | | | | | |
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iii. | beginning with the fiscal quarter ended June 30, 2014, providing for a ratio of total Debt to EBITDAX of not more than (a) 4.75 to 1.0 for the fiscal quarters ending June 30, 2014 and September 30, 2014, (b) 4.50 to 1.0 for the fiscal quarter ended December 31, 2014, and (c) 4.25 to 1.0 for the fiscal quarter ending March 31, 2015 and for each fiscal quarter ending thereafter. | | | | | | | | | | |
The Amendment also (i) amended the definition of EBITDAX and provided that certain acquisitions and dispositions be given pro forma effect in the calculation of EBITDAX; (ii) increased the letter of credit commitment from $10.0 million to $50.0 million and provided that outstanding letter of credit exposure not be included in certain determinations of Debt; (iii) required the total value of the Company’s oil and gas properties included in the reserve reports for the borrowing base determinations in which the lenders under the Credit Agreement have perfected liens be increased from 80% to 90%; and (iv) modified certain covenants in the Credit Agreement with respect to permitted investments by the Company to increase flexibility. |
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On October 22, 2014, the Company entered into the Fourth Amended and Restated Credit Agreement by and among the Company, as borrower, Bank of Montreal, as administrative agent, the lenders a party thereto and the agents a party thereto as amended by that certain First Amendment to the Credit Agreement and Waiver, dated February 24, 2015 (as amended, the “New Credit Agreement”). The New Credit Agreement amended and restated the Credit Agreement, dated as of December 13, 2013, by and among those parties, as amended. |
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The New Credit Agreement provides for an asset-based, senior secured revolving credit facility maturing October 22, 2018 (the “Revolving Facility”) with an initial borrowing base of $50 million. The Revolving Facility is governed by a semi-annual borrowing base redetermination derived from the Company's proved crude oil and natural gas reserves, and based on such redeterminations, the borrowing base may be decreased or increased up to a maximum commitment level of $250 million. As discussed below, however, provisions of the Second Lien Credit Agreement (“Second Lien Term Loan Agreement”) limit the amount of indebtedness that the Company may incur under the New Credit Agreement. |
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The terms of the New Credit Agreement provide that the Revolving Facility may be used for loans, and subject to a $50 million sublimit, letters of credit. The New Credit Agreement provides for a commitment fee of 0.5% of the unused portion of the borrowing base under the Revolving Facility. |
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Borrowings under the Revolving Facility will, at the Company’s election, bear interest at either (i) an ABR equal to the higher of (a) the Prime Rate (as determined by the Bank of Montreal), (b) the overnight federal funds effective rate, plus 0.50% per annum, and (c) the adjusted one-month LIBOR plus 1.00% or (ii) the adjusted LIBO Rate (which is based on LIBOR), plus, in each of the cases described in clauses (i) and (ii), an applicable margin ranging from 1.00% to 2.00% for ABR loans and from 2.00% to 3.00% for adjusted LIBO Rate loans. Accrued interest on each ABR loan is payable in arrears on the last day of each March, June, September and December and accrued interest on each adjusted LIBO Rate loan is payable in arrears on the last day of the Interest Period (as defined in the New Credit Agreement) applicable to the borrowing of which such adjusted LIBO Rate loan is a part and, in the case of an adjusted LIBO Rate borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period. |
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The New Credit Agreement contains negative covenants that, among other things, restrict the ability of the Company and its restricted |
subsidiaries to, with certain exceptions, (i) incur indebtedness, (ii) grant liens, (iii) make certain payments, (iv) change the nature of its business, (v) dispose of all or substantially all of its assets or enter into mergers, consolidations or similar transactions, (vi) make investments, loans or advances, (vii) pay cash dividends, unless certain conditions are met, and with respect to the payment of dividends on preferred stock, subject to (a) no Event of Default (as defined in the New Credit Agreement) existing, (b) after giving effect to any such preferred stock dividend payment, the Company maintaining availability under the borrowing base in an amount greater than the greater of (x) 2.50% percent of the borrowing base then in effect or (y) $5,000,000 and (c) a “basket” of $45,000,000 per year, (viii) enter into transactions with affiliates, and (ix) enter into hedging transactions. |
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In addition, the New Credit Agreement requires the Company to satisfy certain financial covenants, including maintaining: |
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i. | commencing with the fiscal quarter ending March 31, 2015, a current ratio (as defined in the New Credit Agreement) of not less than (a) 0.75 to 1.0 for the fiscal quarter ending March 31, 2015 and (b) 1.0 to 1.0 for the fiscal quarter ending June 30, 2015 and for each fiscal quarter ending thereafter; | | | | | | | | | | |
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ii. | a leverage ratio (secured net debt to EBITDAX (as defined in the New Credit Agreement) with, beginning with the fiscal quarter ending March 31, 2016, a limitation on netting of up to $100,000,000 of unencumbered cash) of not more than (a) 2.5 to 1.0 as of the last day of the fiscal quarter ended December 31, 2014, (b) 2.50 to 1.00 as of the last day of the fiscal quarters ending March 31, June 30, September 30, and December 31, 2015 and (c) 2.0 to 1.0 as of the last day of each fiscal quarter ending March 31, 2016 and each fiscal quarter ending thereafter; and | | | | | | | | | | |
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iii. | the proved reserves based asset coverage ratios contained in the Second Lien Term Loan Agreement described below. | | | | | | | | | | |
At December 31, 2014, the Company would not have been compliance with its current ratio financial covenant under the New Credit Agreement, which required the Company maintain a current ratio of not less than 1.0 to 1.0 as of that date. The Company has obtained a waiver from its lenders, effective December 31, 2014, of the current ratio covenant requirement for the December 31, 2014 compliance period and entered into a First Amendment to Credit Agreement and Limited Waiver, dated February 24, 2015 (the “First Amendment”), that, among other things, lowers the current ratio requirement to 0.75 to 1.0 for the fiscal quarter ending March 31, 2015. The current ratio requirement increases to 1.0 to 1.0 for the fiscal quarter ending June 30, 2015 and each fiscal quarter ending thereafter. The First Amendment also modified the leverage ratio requirement to remain at not more than 2.5x beginning with the December 31, 2014 compliance period through the December 31, 2015 compliance period. The Company believes that these waivers and modifications to its financial covenant ratios together with the successful execution of certain contemplated asset sales and other transactions will enable it to maintain compliance with such ratios for 2015. |
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Pursuant to the First Amendment, until such time as the Company can demonstrate a (i) current ratio of 1.0 to 1.0 as of the last day of a fiscal quarter or, if there is a proposed Liquidity Event (described below) or other arms-length liquidity event with a non-affiliate or unrestricted subsidiary, demonstrate a current ratio of 1.0 to 1.0 on a pro forma basis as of the last day of a calendar month assuming that the Liquidity Event (or other liquidity event) had occurred during such calendar month and (ii) in the case of a decrease of the Rates for ABR Loans and Eurodollar Loans, pro forma compliance with the other applicable financial covenants as of the last day of the fiscal quarter most recently ended, (such period, the “Adjusted Period”), then: |
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i. | neither the Company nor any of its restricted subsidiaries may make additional investments in excess of $2 million in the aggregate in oil and gas properties (other than acreage swaps and associated assets) and other applicable assets; | | | | | | | | | | |
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ii. | neither the Company nor any of its restricted subsidiaries may make additional capital contributions to or other investments in unrestricted subsidiaries in amounts in excess of $2 million in the aggregate; and | | | | | | | | | | |
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iii. | the Company cannot make any additional capital contributions to or other investments in Eureka Hunter Holdings. | | | | | | | | | | |
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For purposes of the First Amendment, a “Liquidity Event” means any event or events resulting in (i) an increase in Liquidity (as defined in the New Credit Agreement) of at least $36,000,000 as a result of an arm’s length transaction with a person or entity that is not an affiliate of the Company or (ii) the receipt by the Company or any restricted subsidiary of aggregate net cash proceeds of at least $73,000,000 as a result of one or more arm’s length transactions with either (a) persons or entities who are not affiliates of the Company or (b) the Company’s unrestricted subsidiaries. |
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In addition, effective March 31, 2015, if a Liquidity Event (described in clause (i) of the preceding paragraph) has not occurred prior to such date, or April 30, 2015 if a proposed Liquidity Event described in clause (ii) of the preceding paragraph for which a pro forma current ratio calculation is used has not occurred prior to such date, the rates for ABR Loans and Eurodollar Loans shall automatically increase by 1.00% and the commitment fee shall automatically increase by 0.25% and such elevated rates shall continue until the day immediately preceding the date on which the Adjusted Period ends. |
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The Company posted letters of credit for $39.3 million million using availability under the Company’s Senior Revolving Credit Facility. The borrowing capacity under the Senior Revolving Credit Facility was reduced by $39.3 million. No amounts are outstanding under the Senior Revolving Credit Facility as of December 31, 2014. |
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The obligations of the Company under the New Credit Agreement may be accelerated upon the occurrence of an Event of Default. Events of Default include customary events for a financing agreement of this type, including, without limitation, payment defaults, defaults in the performance of affirmative or negative covenants, the inaccuracy of representations and warranties, bankruptcy or related defaults, defaults relating to judgments and the occurrence of a Change of Control (as defined in the New Credit Agreement) and any “Event of Default” under the Second Lien Term Loan Agreement, subject to certain cure periods. |
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Subject to certain exceptions, the Revolving Facility is secured by substantially all of the assets of the Company and its restricted subsidiaries, including, without limitation, no less than 90% of the present value (with a discount rate of 10%) of the proved oil and gas reserves of the Company and its restricted subsidiaries. Additionally, any collateral pledged as security for the Second Lien Term Loan (as defined below) is required to be pledged as security for the New Credit Agreement. In connection with the New Credit Agreement, the Company and its restricted subsidiaries also entered into customary ancillary agreements and arrangements, which among other things, provide that the Revolving Facility is unconditionally guaranteed by such restricted subsidiaries. The Company’s restricted subsidiaries under the New Credit Agreement and the Second Lien Term Loan do not include the Company’s investee, which conducts midstream operations, Eureka Hunter Holdings, and its subsidiaries, Eureka Hunter Pipeline, and TransTex Hunter. |
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Second Lien Term Loan |
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On October 22, 2014, the Company also entered into a Second Lien Credit Agreement (the “Second Lien Term Loan Agreement”), by and among the Company, as borrower, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, the lenders party thereto and the agents party thereto. |
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The Second Lien Term Loan Agreement provides for a $340 million term loan facility (“Second Lien Term Loan”), secured by, subject to certain exceptions, a second lien on substantially all of the assets (except unproved leases) of the Company and its restricted subsidiaries. The entire $340 million Second Lien Term Loan was drawn on October 22, 2014, net of a discount of $10.2 million. The Company used the proceeds of the Second Lien Term Loan to repay amounts outstanding under its Credit Agreement, to pay transaction expenses related to the New Credit Agreement and the Second Lien Term Loan Agreement, and for working capital and general corporate purposes. Amounts borrowed under the Second Lien Term Loan that are repaid or prepaid may not be reborrowed. The Second Lien Term Loan has a maturity date of October 22, 2019 and will amortize (beginning December 31, 2014) in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Second Lien Term Loan. |
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Borrowings under the Second Lien Term Loan will, at the Company’s election, bear interest at either (i) an alternate base rate (which is equal to the higher of (a) the prime rate (as determined by Credit Suisse AG), (b) the overnight federal funds effective rate, plus 0.50% per annum, and (c) the adjusted one-month LIBOR plus 1.00%) plus 6.50% or (ii) the adjusted LIBO Rate, which means an interest rate per annum equal to the greater of (a) 1.00% per annum and (b) the product of (i) the LIBO Rate in effect for such Interest Period and (ii) the Statutory Reserve Rate, plus 7.50%. |
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The Second Lien Term Loan Agreement contains negative covenants substantially similar to those in the New Credit Agreement that, among other things, restrict the ability of the Company and its restricted subsidiaries to, with certain exceptions: (i) incur indebtedness; (ii) grant liens; (iii) dispose of all or substantially all of its assets or enter into mergers, consolidations, or similar transactions; (iv) change the nature of its business; (v) make investments, loans, or advances or guarantee obligations; (vi) pay cash dividends or make certain other payments; (vii) enter into transactions with affiliates; (viii) enter into sale and leaseback transactions; (ix) enter into hedging transactions; and (x) amend its organizational documents or the New Credit Agreement. The Second Lien Term Loan Agreement limits the amount of indebtedness that the Company may incur under the New Credit Agreement to the greater of (i) the sum of $50 million plus the aggregate amount of loans repaid or prepaid under the Second Lien Term Loan Agreement and (ii) an amount equal to 25% of Adjusted Consolidated Net Tangible Assets (as defined in the Second Lien Term Loan Agreement) of the Company and its restricted subsidiaries; provided, in the case of clause (ii), after giving effect to such incurrence of indebtedness and the application of proceeds therefrom, aggregate secured debt may not exceed 25% of the Adjusted Consolidated Net Tangible Assets of the Company and its restricted subsidiaries as of the date of such incurrence. |
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The Second Lien Term Loan Agreement also requires the Company to satisfy certain financial covenants, including maintaining |
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i. | a ratio of the present value of proved reserves using five year strip pricing to secured debt of not less than 1.5 to 1.0 and a ratio of the present value proved developed and producing reserves using five year strip pricing to secured debt of not less than 1.0 to 1.0, each as of the last day of any fiscal quarter commencing with the fiscal quarter ended December 31, 2014; and | | | | | | | | | | |
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ii. | commencing with the fiscal quarter ending March 31, 2016, a leverage ratio (secured net debt to EBITDAX (as defined in the Second Lien Term Loan Agreement) with a limitation on netting of up to $100,000,000 of unencumbered cash) of not more than 2.5 to 1.0 as of the last day of any fiscal quarter for the trailing four-quarter period then ended. | | | | | | | | | | |
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At December 31, 2014, the Company was in compliance with all of its covenants applicable for the period, contained in the Second Lien Term Loan Agreement. |
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The obligations of the Company under the Second Lien Term Loan Agreement may be accelerated upon the occurrence of an Event of Default (as defined in the Second Lien Term Loan Agreement). Events of Default are substantially similar to Events of Default under the New Credit Agreement (except that a breach of a financial covenant under the New Credit Agreement will not constitute an Event of Default under the Second Lien Term Loan Agreement until acceleration) and include customary events for these types of financings. |
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In connection with the Second Lien Term Loan Agreement, the Company and its restricted subsidiaries also entered into customary ancillary agreements and arrangements, which among other things, provide that the Second Lien Term Loan is unconditionally guaranteed by such restricted subsidiaries. |
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The Company incurred direct financing costs associated with entering into the Amendment and the New Credit Agreement and the Second Lien Term Loan Agreement in the amount of $12.0 million, which were deferred and are being amortized over the remaining term of the agreements. |
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Eureka Hunter Pipeline Credit Facilities |
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Upon executing the new Eureka Hunter Pipeline Credit Agreement on March 28, 2014, Eureka Hunter Pipeline terminated its revolving credit agreement with SunTrust Bank and the term loan agreement with Pennant Park (“Original Eureka Hunter Credit Facilities”). Eureka Hunter Pipeline used proceeds from the Eureka Hunter Pipeline Credit Agreement to pay in full all outstanding obligations related to the termination of the Original Eureka Hunter Credit Facilities, which included the principal outstanding amount of $50.0 million, a prepayment penalty of $2.2 million, and accrued, unpaid interest of $1.5 million. |
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Eureka Hunter Pipeline Credit Agreement |
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On March 28, 2014, Eureka Hunter Pipeline entered into the Eureka Hunter Pipeline Credit Agreement, by and among Eureka Hunter Pipeline, as borrower, ABN AMRO Capital USA, LLC, as a lender and as administrative agent, and the other lenders a party thereto. |
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The credit agreement, which has a maturity date of March 28, 2018, provides for a revolving credit facility in an aggregate principal amount of up to $117.0 million (with the potential to increase the aggregate commitment under the credit agreement to an aggregate principal amount of up to $150.0 million, subject to the consent of the lender parties and the satisfaction of certain conditions), secured by a first lien on substantially all of the assets of Eureka Hunter Pipeline and its subsidiaries, which include TransTex Hunter, as well as by Eureka Hunter Pipeline’s pledge of the equity in its subsidiaries. The subsidiaries of Eureka Hunter Pipeline also guarantee Eureka Hunter Pipeline’s obligations under the credit agreement. The credit agreement is non-recourse to Magnum Hunter. The Company incurred deferred financing costs directly associated with entering into the Eureka Hunter Pipeline Credit Agreement in the amount of $1.2 million which are being amortized straight-line over the term of the revolving credit facility. The straight-line method of amortization results in substantially the same periodic amortization as the effective interest method. |
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On November 19, 2014, Eureka Hunter Pipeline entered into an amendment to the Eureka Hunter Pipeline Credit Agreement. Pursuant to the amendment, the number of lenders under the Eureka Hunter Pipeline Credit Agreement increased from five to thirteen and the aggregate loan commitments available to Eureka Hunter Pipeline under the Eureka Hunter Pipeline Credit Agreement correspondingly increased from an aggregate principal amount of $117.0 million to $225.0 million. In addition, the amendment lowered the commitment fee and the interest rates payable under the Eureka Hunter Pipeline Credit Agreement. |
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On December 18, 2014, the Company’s investment in Eureka Hunter Holdings, the parent of Eureka Hunter Pipeline, changed from a controlling financial interest in a consolidated subsidiary to an equity method investment in Eureka Hunter Holdings. As a result, the outstanding balance under the Eureka Hunter Pipeline Credit Agreement has been deconsolidated as of December 31, 2014. See “Note 2 - Deconsolidation of Eureka Hunter Holdings”. |
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Equipment Note Payable |
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On January 23, 2014, the Company’s wholly owned subsidiary, Alpha Hunter Drilling, LLC, entered into a master loan and security agreement with CIT Finance LLC to borrow $5.6 million at an interest rate of 7.94% over a term of forty-eight months. The note is collateralized by field equipment, and the Company is a guarantor on the note. |
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Building Note Payable |
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Effective September 30, 2014, MHP refinanced its $3.8 million term loan with Traditional Bank, Inc. that was due to mature in early 2015. The new loan is collateralized by an office building owned by MHP and carried an initial principal balance of $3.8 million at an interest rate of 4.875% with a maturity date of September 30, 2024. |
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Interest Expense |
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The following table sets forth interest expense for the years ended December 31, 2014, 2013 and 2012: |
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| Year Ended December 31, |
| 2014 | | 2013 | | 2012 |
| (in thousands) |
Interest expense incurred on debt, net of amounts capitalized | $ | 76,784 | | | $ | 67,803 | | | $ | 44,447 | |
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Amortization and write-off of deferred financing costs | 9,679 | | | 4,818 | | | 7,399 | |
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Total interest expense | $ | 86,463 | | | $ | 72,621 | | | $ | 51,846 | |
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The Company capitalizes interest on expenditures for significant construction projects that last more than six months while activities are in progress to bring the assets to their intended use. Interest of $2.0 million was capitalized as part of the construction of Eureka Hunter Holdings’ gas gathering system during the year ended 2014, prior to deconsolidation on December 18, 2014, and $2.6 million and $4.4 million was capitalized during the years ended December 31, 2013 and 2012 respectively. |
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For the year ended December 31, 2014, interest expense incurred on debt includes a $2.2 million prepayment penalty incurred by Eureka Hunter Pipeline as a result of its early termination of the Original Eureka Hunter Credit Facilities on March 28, 2014, which penalty represents an additional cost of borrowing for a period shorter than contractual maturity. In addition, interest expense includes the write-off of $2.7 million in unamortized deferred financing costs related to those terminated agreements, which costs were expensed at the time of early extinguishment, $1.7 million in unamortized deferred financing costs related to the May 6, 2014, Amendment of the MHR Senior Revolving Credit Facility and the write-off of $1.4 million in unamortized deferred financing costs related to the New Credit Agreement. |