Debt | 9. Debt The Company's total debt, including debt classified as current, as of December 31, 2015 and 2014 is as follows: Principal Unamortized Deferred Gain on Debt Forgiven Unamortized Debt Issuance Costs Total 2015 2014 2015 2014 2015 2014 2015 2014 (in thousands) Credit Facility $ — $ $ — $ — $ — $ — $ — $ 2020 Senior Notes — — ) ) 2021 Senior Notes — — ) ) Second Lien Notes — — — — — Third Lien Notes — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt $ $ $ $ — $ ) $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company is required to receive an unqualified auditors' opinion in relation to the 2015 consolidated financial statements. The failure to receive an unqualified opinion is an event of default under the Credit Facility that must be cured within 30 days of such event or waived by the lenders under the Credit Facility. As discussed above, the report of the Company's independent registered public accounting firm that accompanies our audited consolidated financial statements for the year ended December 31, 2015 in this Annual Report on Form 10-K contains an explanatory paragraph regarding an event of default under the Credit Facility, a projected additional debt covenant violation, and resulting lack of liquidity, which raises substantial doubt about the Company's ability to continue as a going concern. The Company has not received a waiver from the lenders under its Credit Facility for the explanatory paragraph to its 2015 independent registered public accounting firm report. As a result, the Company is in default under its Credit Facility and all of its debt is classified as current in the accompanying consolidated balance sheet as of December 31, 2015. A failure to cure this default within 30 days may result in the acceleration of all of the Company's indebtedness under the Credit Facility and, due to cross default and cross acceleration provisions, its other outstanding debt obligations. Debt Restructuring On May 21, 2015, the Company issued $625.0 million of Second Lien Notes and utilized the proceeds to repay the outstanding balance of the Credit Facility in an amount of approximately $468.2 million, with the remainder utilized for general corporate purposes. Further, the Company exchanged approximately $504.1 million of Third Lien Notes for approximately $279.8 million of 2020 Senior Notes and $350.3 million of 2021 Senior Notes, representing an exchange at 80.0% of the exchanged Unsecured Notes' par value. Additionally, on June 2, 2015, the Company exchanged approximately $20.0 million of Third Lien Notes for approximately $26.6 million of 2020 Senior Notes and $2.0 million of 2021 Senior Notes, representing an exchange at 70.0% of the exchanged Unsecured Notes' par value. Approximately $63.9 million of the principal amount of 2020 Senior Notes and $70.7 million of the principal amount of 2021 Senior Notes was extinguished. Additionally, the Company and Midstates Sub entered into the Seventh Amendment to the Credit Facility (the "Seventh Amendment') which provided that upon completion of the offering of the Second Lien Notes and exchange of Third Lien Notes, the borrowing base of the Credit Facility would be reduced to $252.0 million. The Seventh Amendment also provided additional covenant flexibility. Further discussion regarding the Second Lien Notes, Third Lien Notes and Seventh Amendment can be found below. The exchanges of Third Lien Notes for the Unsecured Notes as well as the issuance of the Second Lien Notes were accounted for as a troubled debt restructuring. As the future cash flows of the modified debt instruments were greater than the carrying amount of the previous debt instruments, no debt extinguishment gain was recognized. The amount of extinguished debt will be amortized over the remaining life of the Second Lien Notes and Third Lien Notes using the effective interest method and recognized as a reduction of interest expense. As a result, the Company's reported interest expense will be significantly less than the contractual interest payments throughout the term of the Second Lien Notes and Third Lien Notes. All costs incurred related to the May 21, 2015 and June 2, 2015 exchanges, including restructuring costs as well as the direct issuance costs of the Second Lien Notes and Third Lien Notes, were expensed and are included within debt restructuring costs and advisory fees in the consolidated statements of operations. The table below summarizes the changes in total debt, including debt classified as current, during the year as a result of the debt restructuring, not considering unamortized debt issuance costs related to the 2020 Senior Notes and the 2021 Senior Notes: December 31, 2014 Carrying Value Borrowings/ (Repayments) Exchanges Deferred Gain on Forgiven Debt Amortization of Forgiven Debt Paid-in Kind Interest December 31, 2015 Carrying Value (excluding unamortized debt issuance costs) Credit Facility $ $ ) $ — $ — $ — $ — $ — 2020 Senior Notes — ) ) — — 2021 Senior Notes — ) ) — — Second Lien Notes — — ) — Third Lien Notes — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt $ $ $ — $ — $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2015 Carrying Value Unamortized Deferred Gain on Debt Forgiven December 31, 2015 Principle Balance Outstanding Credit Facility $ — $ — $ — 2020 Senior Notes — 2021 Senior Notes — Second Lien Notes ) Third Lien Notes ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reserve-based Credit Facility The Company maintains a $750.0 million Credit Facility with a current borrowing base of $252.0. At December 31, 2015, the Company had no amounts drawn on the Credit Facility and had outstanding letters of credit obligations totaling $2.8 million. In February 2016, the Company borrowed approximately $249.2 million under the Credit Facility, which represented the remaining undrawn availability under the Credit Facility. The Credit Facility matures on May 31, 2018 and borrowings thereunder are secured by substantially all of the Company's oil and natural gas properties and bear interest at LIBOR plus an applicable margin, depending upon the Company's borrowing base utilization, between 2.00% and 3.00% per annum. In addition to interest expense, the Credit Facility requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of either 0.375% or 0.500% per annum based on the average daily amount by which the borrowing base exceeds the outstanding borrowings during each quarter. The borrowing base under the Credit Facility is subject to semiannual redeterminations in April and October and up to one additional time per six month period following each scheduled borrowing base redetermination, as may be requested by the Company or the administrative agent acting on behalf of lenders holding at least two-thirds of the outstanding loans and other obligations. On October 14, 2015, the Company and Midstates Sub entered into the Ninth Amendment, which, among other items, reaffirmed the borrowing base at $252.0 million. The next borrowing base redetermination is scheduled for April 2016. Under the terms of the Credit Facility, the Company is required to repay any amount by which the principal balance of its outstanding loans and its letter of credit obligations exceeds its redetermined borrowing base or grant liens on additional property having sufficient value to eliminate such excess. The Company is permitted to make such repayment in six equal successive monthly payments commencing 30 days following the administrative agent's notice regarding such borrowing base reduction. If commodity prices remain depressed or deteriorate further, the borrowing base under the Credit Facility will likely be reduced. Since the Credit Facility was fully drawn subsequent to December 31, 2015, any reduction in the borrowing base will result in a deficiency in the amount that the Company's borrowings exceed the borrowing base, which must be repaid within 30 days or in six equal monthly installments thereafter, at the Company's election. The Company may not have the financial resources to make any mandatory deficiency principal repayments, which could result in an event of default under the Credit Facility. On March 24, 2015, the Company and Midstates Sub entered into a Sixth Amendment (the "Sixth Amendment") to the Credit Facility. The Sixth Amendment amended the required ratio of net consolidated indebtedness to EBITDA under the Credit Agreement for each of the fiscal quarters in 2015 from 4.0:1.0 to 4.5:1.0. Additionally, the Sixth Amendment amended the mortgage requirements under the Credit Facility to provide for an increase from 80.0% to 90.0% in the percentage of properties included in the borrowing base that are required to be subject to mortgages for the benefit of the lenders. On May 21, 2015, the Company and Midstates Sub entered into a Seventh Amendment to the Credit Facility. The Seventh Amendment provided that, with the completion of the offering of the Second Lien Notes and exchange of the Third Lien Notes (both discussed below), the Company's borrowing base would be reduced to approximately $252.0 million. The Seventh Amendment also eliminated the required ratio of net consolidated indebtedness to EBITDA covenant and added a ratio of Total Senior Indebtedness (as defined therein) to EBITDA of not more than 1.0 to 1.0, which is further discussed below under "—Debt Covenants." On August 5, 2015, the Company and Midstates Sub entered into an Eighth Amendment (the "Eighth Amendment") to the Credit Facility. The Eighth Amendment increased the limitation on certain leases and lease agreements into which Midstates and Midstates Sub may enter into during any period of twelve consecutive calendar months of the life of such leases from $2.0 million to $3.5 million. On October 14, 2015, the Company and Midstates Sub entered into the Ninth Amendment to the Credit Facility (the "Ninth Amendment") which, among other items, reaffirmed the borrowing base at $252.0 million and provided flexibility for certain specified asset sales by confirming the amount of the borrowing base reduction if any such sale occurs. 2020 Senior Notes On October 1, 2012, the Company issued $600.0 million in aggregate principal amount of 2020 Senior Notes, conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). In October 2013, these notes were exchanged for an equal principal amount of identical registered notes. The 2020 Senior Notes rank pari passu in right of payment with the 2021 Senior Notes, the Second Lien Notes and Third Lien Notes; however, the 2021 Senior Notes and 2020 Senior Notes are effectively junior to the extent of the value of the collateral securing the Company's Credit Facility, the Second Lien Notes and the Third Lien Notes. The 2020 Senior Notes were co-issued on a joint and several basis by the Company and its wholly owned subsidiary, Midstates Sub. The Company does not have any operations or independent assets other than its 100% ownership interest in Midstates Sub and there are no other subsidiaries of the Company. The indenture governing the 2020 Senior Notes (the "2020 Senior Notes Indenture") does not impose any significant restrictions on the ability of Midstates Sub to transfer assets to, pay dividends to, make investments in or make loans to the Company or limit the ability of the Company to transfer assets to, pay dividends to, make investments in or make loans to Midstates Sub. Upon the occurrence of certain change of control events, as defined in the 2020 Senior Notes Indenture, each holder of the 2020 Senior Notes will have the right to require that the Company repurchase all or a portion of such holder's 2020 Senior Notes in cash at a purchase price equal to 101.0% of the aggregate principal amount thereof plus any accrued and unpaid interest to the date of repurchase. As part of the debt restructuring, on May 21, 2015 and June 2, 2015, a total of approximately $306.4 million aggregate principal amount of 2020 Senior Notes were exchanged for Third Lien Notes. The estimated fair value of the 2020 Senior Notes as of December 31, 2015 was $35.2 million (Level 2 in the fair value measurement hierarchy), based on quoted market prices for these same debt securities. The effective interest rate was 11.2% and 11.1%, respectively, for the years ended December 31, 2015 and 2014. 2021 Senior Notes On May 31, 2013, the Company issued $700.0 million in aggregate principal amount of 2021 Senior Notes. In October 2013, these notes were exchanged for an equal principal amount of identical registered notes. The 2021 Senior Notes rank pari passu in right of payment with the 2020 Senior Notes, Second Lien Notes and Third Lien Notes; however, the 2021 Senior Notes and 2020 Senior Notes are effectively junior to the extent of the value of the collateral securing the Company's secured indebtedness, including the Second Lien Notes and the Third Lien Notes. The 2021 Senior Notes were co-issued on a joint and several basis by the Company and its wholly owned subsidiary, Midstates Sub. The Company does not have any operations or independent assets other than its 100% ownership interest in Midstates Sub and there are no other subsidiaries of the Company. The indenture governing the 2021 Senior Notes (the "2021 Senior Notes Indenture") does not impose any significant restrictions on the ability of Midstates Sub to transfer assets to, pay dividends to, make investments in or make loans to the Company or limit the ability of the Company to transfer assets to, pay dividends to, make investments in or make loans to Midstates Sub. Upon the occurrence of certain change of control events, as defined in the 2021 Senior Notes Indenture, each holder of the 2021 Senior Notes will have the right to require that the Company repurchase all or a portion of such holder's 2021 Senior Notes in cash at a purchase price equal to 101.0% of the aggregate principal amount thereof plus any accrued and unpaid interest to the date of repurchase. As part of the debt restructuring, on May 21, 2015 and June 2, 2015, a total of approximately $352.3 million aggregate principal amount of 2021 Senior Notes were exchanged for Third Lien Notes. The estimated fair value as of December 31, 2015 of the 2021 Senior Notes was $41.7 million (Level 2 in the fair value measurement hierarchy), based on quoted market prices for these same debt securities. The effective interest rate was 9.6% for the years ended December 31, 2015 and 2014. Second Lien Notes On May 21, 2015, the Company and Midstates Sub issued and sold $625.0 million aggregate principal amount of Second Lien Notes, in a private placement conducted pursuant to Rule 144A under the Securities Act. In November 2015, these notes were exchanged for an equal principal amount of identical registered notes. The Second Lien Notes mature on the earlier of June 1, 2020 or 12 months after the maturity date of the Company's Credit Facility (including any extension or refinancing of such facility). The Second Lien Notes have an interest rate of 10.0% and interest is payable semi-annually on June 1 and December 1 of each fiscal year. The Second Lien Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company's future restricted subsidiaries (the "Guarantors") and will be initially secured by second-priority liens on substantially all of the Company's and Guarantors' assets that secure the Company's Credit Facility. The indenture governing the Second Lien Notes (the "Second Lien Notes Indenture") does not impose any significant restrictions on the ability of Midstates Sub to transfer assets to, pay dividends to, make investments in or make loans to the Company or limit the ability of the Company to transfer assets to, pay dividends to, make investments in or make loans to Midstates Sub. The Second Lien Notes are senior secured obligations of the Company and rank effectively junior to its obligations under the Credit Facility, effectively senior to its existing and future unsecured indebtedness, effectively senior to the Company's Third Lien Notes and all future junior lien obligations, effectively junior to all existing and future secured indebtedness secured by assets not constituting collateral under the Second Lien Notes, pari passu with all of the Company's existing and future senior debt, structurally subordinated to all existing and future indebtedness of any non-Guarantor subsidiaries and senior to any existing or future subordinated debt. Upon the occurrence of certain change of control events, as defined in the indenture governing the Second Lien Notes, each holder of the Second Lien Notes will have the right to require that the Company repurchase all or a portion of such holder's 2020 Second Lien Notes in cash at a purchase price equal to 101.0% of the aggregate principal amount thereof plus any accrued and unpaid interest to the date of repurchase. The estimated fair value of the Second Lien Notes was $262.5 million as of December 31, 2015 (Level 2 in the fair value measurement hierarchy), based on quoted market prices for these same debt securities. The effective interest rate was 10.5% for the year ended December 31, 2015. Third Lien Notes On May 21, 2015 and June 2, 2015, the Company issued approximately $504.1 million and $20.0 million, respectively, in aggregate principal amount of Third Lien Notes in a private placement and in exchange for an aggregate $306.4 million of the 2020 Senior Notes and $352.3 million of the 2021 Senior Notes. In November 2015, these notes were exchanged for an equal principal amount of identical registered notes. The Third Lien Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Guarantors. The Third Lien Notes are secured by third-priority liens on substantially all of the Company's assets that secure the Credit Facility. The Third Lien Notes have an interest rate of 12.0%, consisting of cash interest of 10.0% and paid-in-kind interest of 2.0%, per annum and mature on the earlier of June 1, 2020 or 12 months after the maturity date of the Company's Credit Facility (including any extension or refinancing of such facility). Cash interest is payable semi-annually on June 1 and December 1 of each fiscal year. Paid-in-kind interest, which is included in other long-term liabilities in our consolidated balance sheet, increases the outstanding principal balance of the Third Lien Notes on June 1 and December 1 of each fiscal year. The indenture governing the Third Lien Notes (the "Third Lien Notes Indenture") does not impose any significant restrictions on the ability of Midstates Sub to transfer assets to, pay dividends to, make investments in or make loans to the Company or limit the ability of the Company to transfer assets to, pay dividends to, make investments in or make loans to Midstates Sub. The Third Lien Notes are senior secured obligations of the Company and rank effectively junior to its obligations under the Credit Facility and Second Lien Notes to the extent of the value of the collateral securing such indebtedness, effectively senior to its existing and future unsecured indebtedness to the extent of the value of the collateral securing the Third Lien Notes, effectively senior to all future junior lien obligations that rank below a third-priority basis to the extent of the value of the collateral securing the Third Lien Notes, effectively junior to all existing and future secured indebtedness secured by assets not constituting collateral under the Third Lien Notes, pari passu to all of the Company's existing and future senior debt, structurally subordinated to all existing and future indebtedness of any non-Guarantor subsidiaries and senior in right of payment to any existing or future subordinated debt. Upon the occurrence of certain change of control events, as defined in the indenture governing the Third Lien Notes, each holder of the Third Lien Notes will have the right to require that the Company repurchase all or a portion of such holder's Third Lien Notes in cash at a purchase price equal to 101.0% of the aggregate principal amount thereof plus any accrued and unpaid interest to the date of repurchase. The estimated fair value of the Third Lien Notes was $94.3 million as of December 31, 2015 (Level 2 in the fair value measurement hierarchy), based on quoted market prices for these same debt securities. The effective interest rate was 12.6% for the year ended December 31, 2015. Debt Covenants The Credit Facility, as amended, contains, among other standard affirmative and negative covenants, financial covenants including a maximum ratio of Total Senior Indebtedness to EBITDA (as defined therein) of not more than 1.0 to 1.0 and a minimum current ratio (as defined therein) of not less than 1.0 to 1.0. The Credit Facility also limits the Company's ability to make any dividends, distributions or redemptions. The indentures governing the 2020 Senior Notes, 2021 Senior Notes, Second Lien Notes and Third Lien Notes contain covenants that, among other things, restrict the Company's ability to: (i) incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; (ii) make loans, investments and other restricted payments; (iii) pay dividends on or make other distributions in respect of, or repurchase or redeem, capital stock; (iv) create or incur certain liens; (v) sell, transfer or otherwise dispose of certain assets; (vi) enter into certain types of transactions with the Company's affiliates; (vii) consolidate, merge or sell substantially all of the Company's assets; (viii) prepay, redeem or repurchase certain debt; (ix) alter the business the Company conducts; and (x) enter into agreements restricting the ability of the Company's current and any future subsidiaries to pay dividends. |