Long-term Debt, Net | NOTE 7. LONG–TERM DEBT, NET Long–term debt, net consisted of the following as of December 31: 2016 2015 10.75% first lien notes due 2021 Principal outstanding $ 500,000 $ — Unamortized discount (1) (34,416 ) — Carrying amount 465,584 — 7.75% second lien notes due 2023 Principal outstanding 584,732 — Unamortized discount (2) (54,856 ) — Carrying amount 529,876 — 2.625% convertible senior notes due 2019: Principal outstanding 763,446 1,380,000 Unamortized discount (3) (109,689 ) (258,565 ) Carrying amount 653,757 1,121,435 3.125% convertible senior notes due 2024: Principal outstanding 1,204,145 1,300,000 Unamortized discount (4) (374,013 ) (439,540 ) Carrying amount 830,132 860,460 Total $ 2,479,349 $ 1,981,895 (1) (2) (3) (4) On December 6, 2016, we consummated the Transaction with certain holders (the “Holders”) of our outstanding 2.625% Convertible Senior Notes due 2019 (the “2019 Notes”) and 3.125% Convertible Senior Notes due 2024 (the “2024 Notes”). The Transaction consisted of: (i) the issuance of $500.0 million aggregate principal amount of the First Lien Notes to Holders for cash at a price of 98% and (ii) the issuance of $584.7 million aggregate principal amount of the Second Lien Notes and 30.0 million shares of our common stock to Holders in exchange for $616.6 million aggregate principal amount of 2019 Notes and $95.9 million aggregate principal amount of 2024 Notes held by the Holders. Both our First Lien Notes and Second Lien Notes have a requirement to pay an applicable premium upon a change in control or an event of default. In addition, our Second Lien Notes also have a put option in an asset sale. These requirements were determined to be embedded derivatives that require us to bifurcate and fair value the derivatives as of December 6, 2016 and to fair value the derivatives as of each subsequent reporting date (see Note 5). At December 6, 2016, we recognized derivative liabilities of $24.8 million and $22.8 million for our First Lien Notes and Second Lien Notes, respectively, which decreased the carrying value of these notes. We accounted for the Transaction as a debt modification as we determined that the terms of the new debt instruments were not substantially different from the terms of the original instruments. We did not recognize any gain or loss on the Transaction and have prospectively adjusted the effective interest rates on the 2019 Notes and 2024 Notes. Costs related to the Transaction totaled $19.6 million and are included in “General and administrative expenses” in our consolidated statements of operations. 10.75% First Lien Notes The 10.75% First Lien Notes were issued under an indenture dated December 6, 2016 (the “First Lien Indenture”) and mature on December 1, 2021. Interest is payable semi–annually in arrears on each June 1 and December 1 of each year. The First Lien Notes are initially guaranteed by all of our wholly–owned domestic subsidiaries (the “Guarantors”) and are secured, subject to certain exceptions, by a first priority lien on (i) substantially all of ours and the Guarantors’ assets and (ii) 65% of the shares of capital stock of Cobalt International Energy Overseas Ltd., which indirectly owns our working interests in our blocks offshore Angola and offshore Gabon (collectively, the “Collateral”). The First Lien Indenture includes covenants including, without limitation, restrictions on our ability to incur additional indebtedness, create liens on our properties, pay dividends and make restricted payments or certain investments, in each case subject to certain exceptions. The First Lien Indenture also requires us to apply a portion of the proceeds from certain asset sales to offer to repay the obligations under the First Lien Indenture, limits the incurrence of indebtedness secured on a second lien basis (including additional Second Lien Notes), prohibits the issuance of additional First Lien Notes and requires us to maintain a cash balance of at least $200.0 million. Prior to December 1, 2018, we may redeem the First Lien Notes, at our option, at a redemption price equal to 100% of the outstanding principal amount of such notes plus the applicable premium (as defined in the First Lien Indenture). On and after December 1, 2018, the First Lien Notes may be redeemed in multiples of $1,000 principal amount at a redemption price equal to 100% of the First Lien Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. 7.75% Second Lien Notes The 7.75% Second Lien Notes were issued pursuant to an indenture dated December 6, 2016 (as amended or supplemented from time to time, the “Second Lien Indenture”) and mature on December 1, 2023. Interest is payable semi–annually in arrears on each June 1 and December 1 of each year. The Second Lien Notes are guaranteed by the Guarantors and are secured, subject to certain exceptions, by a second priority lien on the Collateral. The Second Lien Indenture includes covenants and redemption provisions substantially similar to those in the First Lien Indenture. 2.625% Convertible Senior Notes due 2019 The 2019 Notes were issued under an indenture dated December 17, 2012 (the “2019 Indenture”) and mature December 1, 2019. Interest is payable semi–annually in arrears on June 1 and December 1 of each year. The 2019 Notes are senior unsecured obligations. The 2019 Notes may be converted at the option of the holder on the second scheduled trading day immediately preceding the maturity date, in multiples of $1,000 principal amount. The 2019 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. The conversion rate is subject to adjustment upon the occurrence of certain events, as defined in 2019 Indenture, but will not be adjusted for any accrued and unpaid interest except in limited circumstances. We can satisfy the conversion obligation, at our option, in either cash, shares of common stock or a combination thereof. When the 2019 Notes were issued, we accounted for the debt and equity components of the 2019 Notes separately, as we have the option to settle the conversion obligation in cash. At the date of issuance, we calculated the fair value of the 2019 Notes, excluding the conversion feature, based on the fair value of similar non–convertible debt instruments. The difference between the cash proceeds and the estimated fair value represented the value which was assigned to the equity component and recorded as a debt discount. The debt discount is being amortized using the effective interest rate method over the period from issuance to the maturity date of December 1, 2019. The carrying amount of the equity component of the 2019 Notes reported in additional paid in capital was initially valued at $381.4 million, which is net of $9.1 million of debt issuance costs allocated to the equity component. As the closing price of our common stock on December 31, 2016 was less than the initial conversion price for the 2019 Notes, the if–converted value of the 2019 Notes would be less than principal amount. Holders of the 2019 Notes who convert their notes in connection with a “make–whole fundamental change”, as defined in the 2019 Indenture, 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 2019 Indenture, holders of the 2019 Notes may require us 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 2019 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 2019 Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the 2019 Notes then outstanding may declare 100% of the principal of, and accrued and unpaid interest on, all the 2019 Notes to be due and payable immediately. 3.125% Convertible Senior Notes due 2024 The 2024 Notes were issued under an indenture dated May 13, 2014 (the “2024 Indenture”) and mature on May 15, 2024. Interest is payable semi–annually in arrears on May 15 and November 15 of each year. The 2024 Notes are senior unsecured obligations and ran equal in right of payment to the 2019 Notes. Prior to November 15, 2023, the 3.125% Notes are convertible only under the following circumstances: (i) during any fiscal quarter commencing after March 31, 2015 (and only during such fiscal quarter), if the last reported sale price of our 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; (ii) during the five business day period after any five consecutive trading day period (the “2024 Notes Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the 2024 Notes Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call all or any portion of the 2024 Notes for redemption on the second scheduled trading day immediately preceding the related redemption date; or (iv) upon the occurrence of specified distributions or the occurrence of specified corporate events. As of December 31, 2016, none of the conditions allowing holders of the 2024 Notes to convert had been met. On or after November 15, 2023, the 2024 Notes may be converted at the option of the holder at any time on the second scheduled trading day immediately preceding the stated maturity date, in multiples of $1,000 principal amount. The 2024 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. The conversion rate is subject to adjustment upon the occurrence of certain events, as defined in the 2024 Indenture, but will not be adjusted for any accrued and unpaid interest except in limited circumstances. We can satisfy the conversion obligation, at our option, in either cash, shares of common stock or a combination thereof. When the 2024 Notes were issued, we accounted for the debt and equity components of the 2024 Notes separately, as we have the option to settle the conversion obligation in cash. At the date of issuance, we calculated the fair value of the 2024 Notes, excluding the conversion feature, based on the fair value of similar non–convertible debt instruments. The difference between the cash proceeds and the estimated fair value represented the value which was assigned to the equity component and recorded as a debt discount. The debt discount is being amortized using the effective interest rate method over the period from issuance to the maturity date of May 15, 2024. The carrying amount of the equity component of the 2024 Notes reported in additional paid in capital was initially valued at $464.7 million, which is net of $11.1 million of debt issuance costs allocated to the equity component. As the closing price of our common stock on December 31, 2016 was less than the initial conversion price for the 2024 Notes, the if–converted value of the 2024 Notes would be less than principal amount. Holders of the 2024 Notes who convert their notes in connection with a “make– whole fundamental change”, as defined in the 2024 Indenture, 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 2024 Indenture, holders of the 2024 Notes may require us 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 2024 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 2024 Indenture, 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 2024 Notes to be due and payable immediately. Borrowing Base Facility Agreement In 2015, Cobalt GOM #1 LLC, an indirect, wholly-owned subsidiary, entered into a Borrowing Base Facility Agreement (the “Facility Agreement”) which provided for a limited recourse $150.0 million senior secured reserve–based term loan facility, with an amount available for borrowing at any time limited to a periodically adjusted borrowing base amount. In 2016, we terminated the Facility Agreement because 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. In conjunction with the termination, we wrote off $3.3 million of debt issuance costs associated with the facility agreement. We had no amounts outstanding under the Facility Agreement at any time it was in place. Maturities of Long–Term Debt The maturities of our long–term debt are as follows for the years ended December 31: Payments Due By Year 2017 2018 2019 2020 2021 Thereafter Principal outstanding $ — $ — $ 763,446 $ — $ 500,000 $ 1,788,877 |