Long-term Debt, Net | NOTE 7. LONG–TERM DEBT, NET Long–term debt, net consisted of the following as of December 31: 2017 2016 10.75% first lien notes due 2021 Principal outstanding (1) $ 544,444 $ 500,000 Unamortized discount (2) — (34,416 ) Carrying amount 544,444 465,584 7.75% second lien notes due 2023 Principal outstanding (1) 989,187 584,732 Unamortized discount (3) — (54,856 ) Carrying amount 989,187 529,876 2.625% convertible senior notes due 2019: Principal outstanding 619,167 763,446 Unamortized discount and debt issuance costs (4) — (109,689 ) Carrying amount 619,167 653,757 3.125% convertible senior notes due 2024: Principal outstanding 786,895 1,204,145 Unamortized discount and debt issuance costs (5) — (374,013 ) Carrying amount 786,895 830,132 Total debt 2,939,693 2,479,349 Long-term debt subject to compromise (2,939,693 ) — Total long-term debt $ — $ 2,479,349 (1) Includes applicable premiums of $44.4 million for the First Lien Notes and $54.5 million for the Second Lien Notes (see Note 5) (2) (3) (4) (5) Acceleration of Debt Obligations The commencement of the Chapter 11 Cases constituted an event of default that accelerated our obligations under all of our long–term debt obligations. Any efforts to enforce such obligations are automatically stayed as a result of the filing of the Chapter 11 Cases and the holders’ rights of enforcement in respect of these debt obligations are subject to the applicable provisions of the Bankruptcy Code. We are making adequate protection payments with respect to our First Lien Notes consisting of the payment of interest (at the default rate of 11.75%) and the payment of all reasonable fees and expenses of professionals retained by the holders of the First Lien Notes. We are also making adequate protection payments with respect to our remaining long–term debt in the form of the payment of all reasonable fees and expenses of professionals retained by the holders of the debt. Debt Exchanges In December 2016, we consummated a debt exchange and financing transaction (the “2016 Transaction”) with certain holders (the “2016 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 2016 Transaction consisted of: (i) the issuance of $500.0 million aggregate principal amount of our First Lien Notes to Holders for cash at a price of 98% and (ii) the issuance of $584.7 million aggregate principal amount of our 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. In addition, we recognized embedded derivative liabilities of $24.8 million and $22.8 million for our First Lien Notes and Second Lien Notes, respectively. We accounted for the 2016 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 2016 Transaction and 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. In 2017, we consummated three follow–on debt exchange transactions (the “2017 Transactions”) with certain holders (the “2017 Holders”) of our outstanding 2019 Notes and 2024 Notes whereby we issued an aggregate principal amount of $350.0 million in additional Second Lien Notes in exchange for $144.3 million aggregate principal amount of the 2019 Notes and $417.2 million aggregate principal amount of the 2024 Notes held by the 2017 Holders. In addition, we recognized additional embedded derivative liabilities of $33.1 million for our Second Lien Notes. We accounted for the 2017 Transactions as troubled debt restructurings. We did not recognize any gain or loss on the 2017 Transactions and prospectively adjusted the effective interest rates on the 2019 Notes and 2024 Notes. Costs related to the Transactions totaled $3.0 million and are included in “General and administrative expenses” in our unaudited condensed consolidated statements of operations. 10.75% First Lien Notes The 10.75% First Lien Notes were issued on December 6, 2016 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”). As of December 31, 2017, the First Lien Notes were reflected as “Liabilities subject to compromise” in our consolidated balance sheets with the carrying value equal to the face value of the notes. The unamortized discount of $29.3 million as of the Petition Date was expensed and recognized in “Reorganization expenses” in our consolidated statement of operations. 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. As of December 31, 2017, the Second Lien Notes were reflected as “Liabilities subject to compromise” in our consolidated balance sheets with the carrying value equal to the face value of the notes. The unamortized discount of $19.4 million as of the Petition Date was expensed and recognized in “Reorganization expenses” in our consolidated statement of operations. In addition, $2.6 million of accrued but unpaid interest is reflected as “Liabilities subject to compromise” in our consolidated balance sheets. We have not recognized any interest expense on our Second Lien Notes subsequent to the Petition Date. Unrecognized contractual interest expense on our Second Lien Notes for 2017 was $3.4 million. 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 1.8682 shares of common stock per $1,000 principal amount, representing an initial conversion price of approximately $535.20 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. Prior to the Petition Date, the debt discount was 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 was 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, 2017 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. As of December 31, 2017, the 2019 Notes were reflected as “Liabilities subject to compromise” in our consolidated balance sheets with the carrying value equal to the face value of the notes. The unamortized discount and debt issuance costs of $58.3 million and $3.9 million, respectively, as of the Petition Date was expensed and recognized in “Reorganization expenses” in our consolidated statement of operations. On December 1, 2017, we elected to defer the $8.1 million interest payment that was due on December 1, 2017. As of consequence of the commencement of the Chapter 11 Cases, such interest payment has not been made, and is classified as “Liabilities subject to compromise” in our consolidated balance sheets. In addition, $8.7 million of accrued but unpaid interest from December 1, 2017 through December 13, 2017 is reflected as “Liabilities subject to compromise” in our consolidated balance sheets. We have not recognized any interest expense on our 2019 Notes subsequent to the Petition Date. Unrecognized contractual interest expense on our 2019 Notes for 2017 was $0.8 million. 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 certain circumstances as outlined in the 2024 Indenture. 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 2.8907 shares of common stock per $1,000 principal amount, representing an initial conversion price of approximately $345.90 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. Prior to the Petition Date, the debt discount was 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 was 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, 2017 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. As of December 31, 2017, the 2024 Notes were reflected as “Liabilities subject to compromise” in our consolidated balance sheets with the carrying value equal to the face value of the notes. The unamortized discount and debt issuance costs of $211.5 million and $9.4 million, respectively, as of the Petition Date was expensed and recognized in “Reorganization expenses” in our consolidated statement of operations. On November 15, 2017, we elected to defer the $12.3 million interest payment that was due on November 15, 2017. As of consequence of the commencement of the Chapter 11 Cases, such interest payment has not been made, and is classified as “Liabilities subject to compromise” in our consolidated balance sheets. In addition, $14.2 million of accrued but unpaid interest from November 15, 2017 through December 13, 2017 is reflected as “Liabilities subject to compromise” in our consolidated balance sheets. We have not recognized any interest expense on our 2024 Notes subsequent to the Petition Date. Unrecognized contractual interest expense on our 2024 Notes for 2017 was $1.2 million. 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 2018 2019 2020 2021 2022 Thereafter Principal outstanding $ 2,939,693 $ — $ — $ — $ — $ — |