Debt | 6 Months Ended |
Oct. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
DEBT |
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As of October 31, 2014 and April 30, 2014, we had the following debt obligations: |
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| October 31, | | April 30, |
2014 | 2014 |
Second Lien Credit Facility | $ | 175,000 | | | $ | 175,000 | |
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Debt discount related to Second Lien Credit Facility | (2,858 | ) | | (3,296 | ) |
First Lien RBL | 36,000 | | | — | |
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Gunsight Promissory Note payable | 950 | | | 950 | |
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Apollo prepayment and extension fee note payable | 4,612 | | | 9,223 | |
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Capital lease obligation | 2,951 | | | — | |
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Series B Preferred Stock | 2,363 | | | 2,325 | |
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Total debt obligations | 219,018 | | | 184,202 | |
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Less: Current maturities | (6,095 | ) | | (9,459 | ) |
Total debt less current maturities | $ | 212,923 | | | $ | 174,743 | |
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Second Lien Credit Facility |
On February 3, 2014, we refinanced our $100,000 credit facility with Apollo Investment Corp. ("Apollo") (the "Prior Credit Facility") by entering into a new Credit Agreement (the "Second Lien Credit Agreement") with Apollo and certain affiliates of Highbridge Capital Strategies (the "Second Lien Lenders") which set forth the terms of a credit facility of up to $175,000 (the "Second Lien Credit Facility"). |
The Second Lien Credit Agreement provides for a $175,000 term credit facility, all of which was made available to and drawn by us on the closing date. The amounts drawn were subject to a 2% original issue discount. Absent an event of default, amounts outstanding under the Second Lien Credit Facility bear interest at a rate of LIBOR plus 9.75%, subject to a 2% LIBOR floor. The Second Lien Credit Facility permitted us to enter into a reserve-based revolving credit facility of up to $100,000 on certain agreed terms which would be secured on a first-lien basis. Upon entering into such revolving credit facility and a related intercreditor agreement, the Second Lien Credit Facility would become a second-lien credit facility. We entered into a credit agreement for a revolving credit facility (the "First Lien Loan Agreement"), among us, as borrower, KeyBank National Association ("KeyBank"), as administrative agent (in that capacity the "RBL Administrative Agent"), and the lenders from time to time party thereto (the "RBL Lenders") on June 2, 2014. The First Lien Loan Agreement provides for a $250,000 senior secured, reserve-based revolving credit facility (the "First Lien RBL"). In connection with our entry into the First Lien Loan Agreement, we amended the Second Lien Credit Agreement. The Second Lien Credit Facility carries a four year maturity. The Second Lien Credit Facility contains covenants, including but not limited to, a leverage ratio, interest coverage ratio, current ratio, asset coverage ratio, minimum gross production and change of management control covenants, as well as other covenants customary for a transaction of this type. As of October 31, 2014, there was an event of default under the Second Lien Credit Facility arising from Mr. Scott M. Boruff stepping down as chief executive officer of the Company (the "Second Lien Technical Default"). Additionally, we were not in compliance with certain of the required financial covenants as of October 31, 2014 (the "Second Lien Covenant Default"), although we were in compliance with the production and other covenants. The Second Lien Technical Default and Second Lien Covenant Default were waived or otherwise remedied by the December 2014 Second Lien Amendment, as described below in Note 16, Subsequent Events. |
We used $75,306 of the proceeds drawn under the Second Lien Credit Facility to refinance the Prior Credit Facility with Apollo and $56,577 to finance the acquisition of the North Fork unit. In addition, $3,071 was used to retire the obligations owed under the MEI Loan Documents. The remainder of the proceeds from the Second Credit Facility were used for general corporate purposes. The fair value of the outstanding balance of the Second Lien Credit Facility was $171,781 and $176,785 as of October 31, 2014 and April 30, 2014, respectively, as calculated using the discounted cash flows method. Level 3 inputs were used to calculate the fair value of the outstanding balance of the Second Lien Credit Facility. |
On the closing date, in connection with the Second Lien Credit Facility, we, along with all of our consolidated subsidiaries (other than MEI), entered into an Amended and Restated Guarantee and Collateral Agreement (the "Second Lien Guarantee") with Apollo, for the benefit of the lenders from time to time party to the Second Lien Credit Agreement. Under the terms of the Second Lien Guarantee and related security documents, each of our consolidated subsidiaries (other than MEI) have guaranteed our obligations under the Second Lien Credit Facility and we and those subsidiaries have granted a security interest in substantially all of their assets to secure the performance of the obligations arising under the Second Lien Credit Facility. |
On June 2, 2014, we entered into the Amendment No. 1 to Credit Agreement and Guarantee and Collateral Agreement to the Second Lien Credit Facility and the Second Lien Guarantee. This amendment conforms certain of the covenants, terms and conditions in the Second Lien Credit Facility to match those of the First Lien RBL, including the financial covenants. |
We entered into Amendment No. 2 to the Second Lien Credit Agreement, which amended a default provision to remove its reference to David Voyticky, our former president. Prior to this amendment, under the Second Lien Credit Agreement, the resignation of Mr. Voyticky would have been a default. In addition, this amendment removed references to Mr. Voyticky from certain defined terms used in the Second Lien Credit Agreement. |
We entered into Amendment No. 3 to the Second Lien Credit Agreement, dated as of August 19, 2014, to the Second Lien Credit Agreement, which (1) increased the total amount of obligations we may enter into under capital leases from time to time, (2) allowed us to make certain investments in Savant, and (3) increased the amount of preferred stock that we may issue, among other things. |
First Lien RBL |
On June 2, 2014, we entered into the First Lien Loan Agreement, among the Company, as borrower, KeyBank, as the RBL Administrative Agent, and the RBL Lenders. In addition to KeyBank, the syndicate includes CIT Finance LLC, Mutual of Omaha Bank and OneWest Bank N.A. |
The First Lien Loan Agreement provides for a $250,000 senior secured, reserve-based revolving credit facility, $60,000 of which was made available to us on the closing date. The borrowing base will be redetermined semi-annually on February 1st and August 1st of each year. Amounts outstanding under the First Lien RBL are priced on a sliding scale, based on LIBOR plus 300 to 400 basis points, depending upon the level of borrowing (per the table below). |
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Borrowing Base Utilization Grid | | |
Borrowing base utilization percentage | <25% | ≥ 25%, but <50% | ≥ 50%, but <75% | ≥ 75%, but <90% | ≥ 90%, but ≤100% | | |
Spread above LIBOR | 3.00% | 3.25% | 3.50% | 3.75% | 4.00% | | |
Undrawn commitment fee rate | 0.50% | 0.50% | 0.75% | 0.75% | 0.75% | | |
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The First Lien RBL will expire on the third anniversary of its closing. It contains customary covenants, including, but not limited to, a leverage, interest coverage, current ratio, minimum gross production, minimum liquidity, asset coverage and change of management control covenants. Due to the existence of the Second Lien Technical Default which arose when Scott M. Boruff stepped down as chief executive officer of the Company, as of October 31, 2014, there was an event of default under the First Lien Loan Agreement’s cross default provision (the "First Lien Technical Default"). Additionally, we were not in compliance with certain of the required financial covenants as of October 31, 2014 (the "First Lien Covenant Default"), although we were in compliance with the production and other covenants. The First Lien Technical Default and First Lien Covenant Default were waived or otherwise remedied by the December 2014 First Lien Amendment, as described below in Note 16, Subsequent Events. |
The Company drew $20,000 on the closing date under the First Lien RBL, which was used to provide working capital for development drilling in Alaska. The amounts available were subject to an upfront fee equal to 1% of the initial borrowing base. On June 20, 2014, we requested an additional $10,000, which was funded on June 24, 2014. We repaid borrowings of $10,000 during the six months ended October 31, 2014, and drew down $16,000 on August 1, 2014. The fair value of floating-rate debt approximates the carrying amount because the interest rates paid are based on short-term maturities. |
Also on June 2, 2014, in connection with the First Lien RBL, we, along with all of our consolidated subsidiaries (other than MEI, Miller Energy Colorado 2014-1, LLC, and Miller Drilling 2009-A, L.P.), entered into a First Lien Guarantee and Collateral Agreement (the "First Lien Guarantee") with KeyBank, for the benefit of the RBL Lenders from time to time party to the First Lien Loan Agreement. Under the terms of the First Lien Guarantee and related security documents, each of our consolidated subsidiaries (other than MEI, Miller Energy Colorado 2014-1, LLC, and Miller Drilling 2009-A, L.P.) have guaranteed the obligations under the First Lien RBL. Along with the aforementioned subsidiaries, we have granted a security interest in substantially all of our assets to secure the performance of the obligations arising under the First Lien RBL. |
On August 11, 2014, we entered into the First Amendment to our First Lien Loan Agreement, which amended a default provision to remove its reference to Mr. Voyticky. Prior to this amendment, under the First Lien Loan Agreement, the resignation of Mr. Voyticky would have been a default. In addition, this amendment removes references to Mr. Voyticky from certain defined terms used in the First Lien Loan Agreement. |
On August 19, 2014, we entered into the Second Amendment to our First Lien Loan Agreement, which (1) increases the total amount of obligations we may enter into under capital leases from time to time, (2) allows us to make certain investments in Savant, and (3) increases the amount of preferred stock that we may issue, among other things. |
Series B Preferred Stock |
The outstanding Series B Preferred Stock is classified as long-term debt in accordance with ASC 480, "Distinguishing Liabilities from Equity." As of October 31, 2014 and April 30, 2014, the fair value of Series B Preferred Stock was $2,075 and $2,197, respectively, as calculated using the discounted cash flow method. The fair value of the our Series B Preferred Stock is classified as a Level 3 measurement as the fair value is calculated using a discounted cash flow model. |
On July 28, 2014, our Board approved a semiannual dividend to shareholders of approximately $6.05 per share on our Series B Preferred Stock, which was paid on the next regularly scheduled divided payment date of September 2, 2014, in accordance with the terms of our charter, as September 1, 2014 was not a business day. The dividend payment is equivalent to an annualized 12% per share, based on the $100.00 per share stated liquidation preference for the Series B Preferred Stock, accruing from March 2014 through August 2014. The record date, as required in accordance with our charter, was August 15, 2014. |
Debt Issue Costs |
As of October 31, 2014 and April 30, 2014, our unamortized deferred financing costs were $2,385 and $803, respectively, which relates to the First Lien RBL and the Second Lien Credit Facility. These costs are being amortized over the term of the respective debt instruments. |