Debt | DEBT A summary of long-term debt at December 31, 2015 and 2014 is as follows: December 31, (In thousands) 2015 2014 Revolving Credit Facility $ 708,500 $ 154,000 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount 639,321 645,357 Senior Notes due 2022, bearing fixed interest at 6.75% per annum 456,572 457,572 Senior Notes due 2024, bearing fixed interest at 7.25% per annum 527,010 537,010 Sale-Leaseback Transaction 268,688 — Prospector 2019 Second Lien Callable Bond — 101,000 Prospector 2018 Senior Secured Credit Facility — 265,666 Total debt 2,600,091 2,160,605 Less: Current maturities of long-term debt (40,629 ) (272,166 ) Long-term debt $ 2,559,462 $ 1,888,439 Revolving Credit Facility, Term Loan Facility and Senior Notes On June 17, 2014, we entered into the Revolving Credit Agreement with lenders that provided commitments in the amount of $800 million . The Revolving Credit Agreement, which is secured by substantially all of our rigs, has a term of five years and matures in July 2019. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) an adjusted LIBOR , plus an applicable margin ranging between 1.50% to 2.50% , depending on our leverage ratio, or (ii) a base rate plus an applicable margin ranging between 1.50% to 2.50% . Under the Revolving Credit Agreement, we may also obtain letters of credit, the issuance of which would reduce a corresponding amount available for borrowing. As of December 31, 2015 , we had $709 million in borrowings outstanding at a weighted average interest rate of 2.78% and an aggregate amount of $89 million of letters of credit issued under the Revolving Credit Facility. As of December 31, 2015, we have drawn down substantially all of the available borrowing capacity under our Revolving Credit Facility and have outstanding borrowings in the amount of approximately $709 million . The proceeds from the borrowing were used to enhance the Company’s liquidity and financial flexibility. On July 18, 2014, we issued $1.08 billion of Senior Notes and also borrowed $650 million under the Term Loan Facility. The Term Loan Facility is secured by substantially all of our rigs. The proceeds from the Term Loan Facility and the Senior Notes were used to repay $1.7 billion of intercompany indebtedness to Noble incurred as partial consideration for the Separation. The Senior Notes consisted of $500 million of 6.75% senior notes and $580 million of 7.25% senior notes, which mature on July 15, 2022 and August 15, 2024 , respectively. The Senior Notes were issued without an original issue discount. Interest on the 6.75% senior notes is payable semi-annually, in January and July, and interest on the 7.25% senior notes is payable semi-annually, in February and August. Borrowings under the Term Loan Facility bear interest at an adjusted LIBOR rate plus 2.75% , subject to a minimum LIBOR rate of 1% or a base rate plus 1.75% , at our option. We are required to make quarterly principal payments of $1.6 million plus interest and may prepay all or a portion of the Term Loan Facility at any time. The Term Loan Facility matures in July 2021. The loans under the Term Loan Facility were issued with 0.50% original issue discount. In connection with the issuance of the aforementioned Debt Facilities, we incurred $35 million of issuance costs, in aggregate, which is being amortized over the respective term of each Debt Facility. We had total debt issuance costs related to these Debt Facilities of $26 million and $31 million included in “Other assets” on our Consolidated Balance Sheets as of December 31, 2015 and 2014, respectively. During 2015 , we repurchased and canceled an aggregate principal amount of $11 million of our Senior Notes at an aggregate cost of $7 million , including accrued interest. The repurchases consisted of $1 million aggregate principal amount of our 6.75% senior notes due July 2022 and $10 million aggregate principal amount of our 7.25% senior notes due August 2024. As a result of the repurchases, we recognized a total gain on debt retirement, net of the write-off of issuance costs, of approximately $4 million in “Gain on repurchase of long-term debt.” All Senior Note repurchases were made using available cash balances. During the year ended December 31, 2014, we repurchased and canceled an aggregate principal amount of $85 million of our Senior Notes at an aggregate cost of $67 million including accrued interest. The repurchases consisted of $42 million aggregate principal amount of our 6.75% senior notes due July 2022 and $43 million aggregate principal amount of our 7.25% senior notes due August 2024. As a result of the repurchases, we recognized a total gain on debt retirement, net of the write-off of issuance costs, of approximately $19 million in “Gain on repurchase of long-term debt.” All Senior Note repurchases were made using available cash balances. The agreements related to our Debt Facilities contain covenants that place restrictions on certain merger and consolidation transactions; our ability to sell or transfer certain assets; payment of dividends; making distributions; redemption of stock; incurrence or guarantee of debt; issuance of loans; prepayment; redemption of certain debt; as well as incurrence or assumption of certain liens. The covenants and events of default under our Revolving Credit Facility, Senior Notes, and Term Loan Facility are substantially similar. In addition to these covenants, the Revolving Credit Agreement includes an additional covenant requiring us to maintain a net leverage ratio less than 4.00 to 1.00 and a covenant requiring us to maintain a minimum interest coverage ratio greater than 3.00 to 1.00 . We must comply with these financial covenants at the end of each fiscal quarter based upon our financial results for the prior twelve-month period. As of December 31, 2015 , we were in compliance with the covenants under our Revolving Credit Agreement by maintaining a net leverage ratio of 3.78 and an interest coverage ratio of 4.55 . These calculations do not include the corresponding financial information of certain of our subsidiaries, including Prospector, designated as unrestricted for purposes of our debt agreements. As a result, the assets, liabilities, and financial results of our unrestricted subsidiaries are excluded from the financial covenants applicable to us and our other subsidiaries under these Debt Facilities. On January 15, 2016 we elected to defer an interest payment of approximately $15 million due on our 6.75% senior unsecured notes maturing July 2022, and to operate under the 30 -day grace period provided for in the indenture governing the Senior Notes. The commencement of the Bankruptcy cases in February 2016 constituted an event of default subsequent to the balance sheet date that accelerated our obligations under the Term Loan Agreement, Revolving Credit Agreement, and Senior Notes. Any efforts to enforce payments related to these obligations are automatically stayed as a result of the filing of the petitions and are subject to the applicable provisions of the Bankruptcy Code. Because the acceleration of these obligations did not occur until February 14, 2016, we were in compliance with the covenants, and had the liquidity to make the January 15, 2016 interest payment as mentioned above, the long-term portion of our Term Loan Facility, Revolving Credit Facility, and Senior Notes remained classified as long-term liabilities in the accompanying consolidated and combined financial statements as of December 31, 2015. Sale-Leaseback Transaction On July 24, 2015, we executed a combined $300 million Sale-Leaseback Transaction with the Lessors for our two high specification jackup units, Prospector 1 and Prospector 5 (collectively, the “Rigs”). We sold the Rigs to the Lessors and immediately leased the Rigs from the Lessors for a period of five years pursuant to the Lease Agreements. Net of fees and expenses and certain lease prepayments, we received net proceeds of approximately $292 million , including amounts used to fund certain required reserve accounts. The Prospector 1 and the Prospector 5 are each currently operating under drilling contracts with Total S.A. until mid-September 2016 and November 2017, respectively. While it has been determined that the Lessors are variable interest entities (“VIEs”), we are not the primary beneficiary of the VIEs for accounting purposes since we do not have the power to direct the operation of the VIEs and we do not have the obligation to absorb losses nor the right to receive benefits that could potentially be significant to the VIEs. As a result, we did not consolidate the Lessors in our consolidated financial statements. We have accounted for the Sale-Leaseback Transaction as a capital lease. The following table includes our minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5 . (In millions) 2016 2017 2018 2019 2020 Total Minimum annual rental payments $ 51 $ 41 $ 33 $ 31 $ 175 $ 331 We made rental payments, including interest, of approximately $26 million during the year ended December 31, 2015 . This includes pre-payments or Excess Cash Amounts (as defined below) of $5 million and $7 million for the Prospector 1 and Prospector 5 , respectively. Following the third and fourth anniversaries of the closing dates of the Lease Agreements, we have the option to repurchase each Rig for an amount as defined in the Lease Agreements. At the end of the lease term, we have an obligation to repurchase each Rig for a maximum amount of $88 million per Rig, less any pre-payments made by us during the term of the Lease Agreements. The Lease Agreements obligate us to make certain termination payments upon the occurrence of certain events of default, including payment defaults, breaches of representations and warranties, termination of the underlying drilling contract for each Rig, covenant defaults, cross-payment defaults, certain events of bankruptcy, material judgments and actual or asserted failure of any credit document to be in force and effect. The Lease Agreements contain certain representations, warranties, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback financing transactions. The Lease Agreements contain certain affirmative and negative covenants that, subject to exceptions, limit our ability to, among other things, incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell, transfer or otherwise dispose of certain assets, create or incur liens, enter into certain types of transactions with affiliates, consolidate, merge or sell all or substantially all of our assets, and enter into new lines of business. In addition, we will be required to maintain a cash reserve of $11.5 million for each Rig throughout the term of the Lease Agreements. During the term of the current drilling contract for each Rig, we will also be required to pay to the Lessors any excess cash amounts earned under such contract, after payment of bareboat charter fees and operating expenses for such Rig and maintenance of any mandatory reserve cash amounts (the “Excess Cash Amounts”), as prepayment for the remaining rental payments under the applicable Lease Agreement (the “Cash Sweep”). We had restricted cash balances of $25 million related to the Lease Agreements in “Other assets” on our Consolidated Balance Sheet as of December 31, 2015 . Following the conclusion of the current drilling contract for each Rig, the Cash Sweep will be reduced, requiring us to make prepayments to the Lessors of up to 25% of the Excess Cash Amounts. The sale-leaseback financing is not included in the PSA as the Prospector subsidiaries are not Debtors in the chapter 11 filing, but we are required to get a waiver from the Lessors to allow us to file without defaulting on the Lease Agreements. Extinguished Obligations At the time of our acquisition of Prospector, Prospector had the following outstanding debt instruments: (i) the Prospector Bonds and (ii) the Prospector Senior Credit Facility. The Prospector Bonds were originally entered into by a subsidiary of Prospector on May 19, 2014 in the Oslo Alternative Bond Market. The Prospector Bonds had a fixed interest rate of 7.75% per annum, payable semi-annually on December 19 and June 19 each year and maturity of June 19, 2019. In January 2015, the bondholders put $ 99.6 million par value of their bonds back to us at the put price of 101% of par plus accrued interest pursuant to change of control provisions of the bonds. The remaining $0.4 million par value of the Prospector bonds outstanding was called and retired on March 26, 2015. We funded the repayment of the debt using borrowings from our Revolving Credit Facility and available cash. The Prospector Senior Credit Facility was originally entered into by a subsidiary of Prospector on June 12, 2014 with a group of lenders. The Prospector Senior Credit Facility comprised a $140 million Prospector 5 tranche and a $130 million Prospector 1 tranche, which were both fully drawn at the time of acquisition. The Prospector Senior Credit Facility had an interest rate of LIBOR plus a margin of 3.5% . Prospector was required to hedge at least 50% of the Prospector Senior Credit Facility against fluctuations in the interest rate. Under the swaps, Prospector paid a fixed interest rate of 1.512% and received the three-month LIBOR rate. On March 16, 2015, the remaining principal balance outstanding under the Prospector Senior Credit Facility in the amount of approximately $261 million , including accrued interest, was paid in full through the use of cash on hand and borrowings under our Revolving Credit Facility, and all associated interest rate swaps were terminated. The related requirement for a fully funded debt service reserve account, classified as restricted cash on our Consolidated Balance Sheet as of December 31, 2014, was also released as a result of the payment in full on the Prospector Senior Credit Facility. |