Long-term Debt | 9. Long-term Debt As of June 30, 2016, the Company’s long-term debt consists of the 2.625% convertible senior notes due 2019 issued on December 17, 2012 (the “2.625% Notes”), and the 3.125% convertible senior notes due 2024 issued on May 13, 2014 (the “3.125% Notes”, and, collectively with the 2.625% Notes, the “Notes”), as follows: Borrowing Base Facility Agreement On June 17, 2016, Cobalt GOM #1 LLC (“GOM #1”), an indirect wholly-owned subsidiary of the Company, terminated the Borrowing Base Facility Agreement among GOM #1, the Company, Société Générale, as administrative agent, and certain other lenders named therein (the “Facility Agreement”). The Facility Agreement provided for a limited recourse $150 million senior secured reserve-based term loan facility, with an amount available for borrowing at any one time limited to a periodically adjusted borrowing base amount. Based on discussions between the Company and the lenders under the Facility Agreement, the borrowing base amount under the Facility Agreement was expected to be materially reduced to a level that would not justify the ongoing expense of maintaining the facility. No borrowings were outstanding under the Facility Agreement at the time of termination, and no prepayment fees were payable by the Company or GOM #1 upon termination. Following termination of the Facility Agreement, all liens, mortgages, pledges and other security provided in favor of the lenders in connection with the Facility Agreement were terminated and released. In June 2016, the Company 2.625% Convertible Senior Notes due 2019 On December 17, 2012, the Company issued $1.38 billion aggregate principal amount of the 2.625% Notes. The 2.625% Notes are the Company’s senior unsecured obligations and interest is payable semi-annually in arrears on June 1 and December 1 of each year. The 2.625% Notes will mature on December 1, 2019, unless earlier repurchased or converted in accordance with the terms of the 2.625% Notes. The 2.625% Notes may be converted at the option of the holder at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date, in multiples of $1,000 principal amount. The 2.625% Notes are convertible at an initial conversion rate of 28.023 shares of common stock per $1,000 principal amount, representing an initial conversion price of approximately $35.68 per share for a total of approximately 38.7 million underlying shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as defined in the indenture governing the 2.625% Notes, but will not be adjusted for any accrued and unpaid interest except in limited circumstances. Upon conversion, the Company’s conversion obligation may be satisfied, at the Company’s option, in cash, shares of common stock or a combination of cash and shares of common stock. 3.125% Convertible Senior Notes due 2024 On May 13, 2014, the Company issued $1.3 billion aggregate principal amount of the 3.125% Notes. The 3.125% Notes are the Company’s senior unsecured obligations and rank equal in right of payment to the 2.625% Notes. Interest on the 3.125% Notes is payable semi-annually in arrears on May 15 and November 15 of each year. The 3.125% Notes will mature on May 15, 2024, unless earlier repurchased, converted or redeemed in accordance with the terms of the Notes. Prior to November 15, 2023, the 3.125% Notes are convertible only under the following circumstances: (1) during any fiscal quarter commencing after March 31, 2015 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a 30 consecutive trading-day period ending on, and including, the last trading day of the immediately preceding fiscal quarter exceeds $30.00 on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the “3.125% Notes Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the 3.125% Notes Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls all or any portion of the 3.125% Notes for redemption, at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the related redemption date; or (4) upon the occurrence of specified distributions or the occurrence of specified corporate events. On or after November 15, 2023, the 3.125% Notes may be converted at the option of the holder at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the stated maturity date, in multiples of $1,000 principal amount. As of June 30, 2016, none of the conditions allowing holders of the 3.125% Notes to convert had been met. The 3.125% Notes are convertible at an initial conversion rate of 43.3604 shares of common stock per $1,000 principal amount, representing an initial conversion price of approximately $23.06 per share for a total of approximately 56.4 million underlying shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as defined in the indenture governing the 3.125% Notes, but will not be adjusted for any accrued and unpaid interest except in limited circumstances. Upon conversion, the Company’s conversion obligation may be satisfied, at the Company’s option, in cash, shares of common stock or a combination of cash and shares of common stock. Holders of the Notes who convert their Notes in connection with a “make-whole fundamental change”, as defined in the indenture governing these Notes, may be entitled to a make-whole premium in the form of an increase in the conversion rate. Additionally, in the event of a fundamental change, as defined in the indenture governing the Notes, holders of the Notes may require the Company to repurchase for cash all or a portion of their Notes equal to $1,000 or a multiple of $1,000 at a fundamental change repurchase price equal to 100% of the principal amount of Notes, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. Upon the occurrence of an Event of Default, as defined within the indenture governing the Notes, the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately. In accordance with accounting guidance relating to, “ Debt with Conversion and Other Options The carrying amounts of the liability components of the Notes were as follows: June 30, 2016 December 31, 2015 Principal Amount Unamortized discount and debt issuance costs (1) Carrying Amount Principal Amount Unamortized discount and debt issuance costs Carrying Amount ($ in thousands) Carrying amount of liability component 2.625% Notes $ 1,380,000 $ (229,048 ) $ 1,150,952 $ 1,380,000 $ (258,565 ) $ 1,121,435 3.125% Notes 1,300,000 (420,231 ) 879,769 1,300,000 (439,540 ) 860,460 Total $ 2,680,000 $ (649,279 ) $ 2,030,721 $ 2,680,000 $ (698,105 ) $ 1,981,895 (1) Unamortized discount and debt issuance costs will be amortized over the remaining life of the Notes which is 3.5 years for the 2.625% Notes and 8.0 years for the 3.125% Notes. See Note 1 related to a change in the classification of unamortized debt issuance costs on the Condensed Consolidated Balance Sheets. The carrying amounts of the equity components of the Notes were as follows: June 30, 2016 December 31, 2015 ($ in thousands) Debt discount relating to value of conversion option $ 866,340 $ 866,340 Debt issue costs (20,185 ) (20,185 ) Total $ 846,155 $ 846,155 Fair Value The fair value of the Notes was calculated based on the fair value of similar debt instruments since an observable quoted price of the Notes or a similar asset or liability is not readily available (Level 2 inputs). As of June 30, 2016 and December 31, 2015, the fair values of the Notes were as follows: June 30, 2016 December 31, 2015 ($ in thousands) 2.625% Notes $ 503,700 $ 793,500 3.125% Notes 432,276 640,250 Total $ 935,976 $ 1,433,750 As of June 30, 2016, the Company had $7.8 million accrued for interest on the Notes. For the three months ended June 30, 2016 and 2015, the interest expense, net of capitalized amount, relating to the Notes and certain costs and commitment fees associated with the Facility Agreement was $16.0 million and $17.8 million, respectively. For the six months ended June 30, 2016 and 2015, the interest expense, net of capitalized amount, relating to the Notes and certain costs and commitment fees associated with the Facility Agreement was $31.6 million and $37.9 million, respectively. As of June 30, 2016 and December 31, 2015, the debt discounts associated with the 2.625% Notes and the 3.125% Notes resulted in the recognition of $217.5 million and $233.6 million of deferred tax liability, respectively. |