LONG-TERM LIABILITIES | 3 Months Ended |
Mar. 31, 2015 |
LONG-TERM LIABILITIES | |
LONG-TERM LIABILITIES | |
NOTE E—LONG-TERM LIABILITIES |
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Long-term liabilities consisted of the following for the balance sheets dated: |
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| | March 31, | | December 31, | |
| | 2015 | | 2014 | |
| | (in thousands) | |
| | | | | |
Line of Credit | | $ | 153,748 | | $ | 134,749 | |
Convertible Debentures | | 1,636 | | 1,636 | |
Senior Notes | | 300,000 | | 300,000 | |
Discount on Senior Notes | | (3,816 | ) | (3,947 | ) |
Contingent Earn-Out | | 6,660 | | 6,530 | |
Asset retirement obligations | | 30,190 | | 29,771 | |
| | 488,418 | | 468,739 | |
Less current portion | | 381 | | 381 | |
Long-term portion | | $ | 488,037 | | $ | 468,358 | |
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On August 11, 2014, the Company entered into a five-year $750,000,000 Third Amended and Restated Credit Agreement with Bank of Montreal, as Administrative Agent, and the other lenders party thereto (the “Amended Credit Facility”), which provides for an initial borrowing base of $225 million. The Credit Facility matures on August 11, 2019, is secured by substantially all of Warren’s oil and gas assets, and is guaranteed by the significant wholly-owned subsidiaries of the Company. |
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The borrowing base is subject to semi-annual redeterminations in April and October of each year, based on the value of the Company’s proved oil and natural gas reserves in accordance with the lenders’ customary procedures and practices. Both the Company and the lenders have the right to request one additional redetermination each year. The Company had approximately $153.7 million outstanding on its borrowings under the Amended Credit Facility as of March 31, 2015. |
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The Company is subject to various covenants required by the Credit Facility, including the maintenance of the following financial ratios: (1) a minimum current ratio of not less than 1.0 to 1.0 (including the unused borrowing base and excluding unrealized gains and losses on derivative financial instruments), and (2) a minimum annualized consolidated EBITDAX (as defined in the Credit Facility) to net interest expense of not less than 2.5 to 1.0. |
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Depending on the level of borrowing base usage, the annual interest rate on each loan under the Credit Facility will be, at the Company’s option, either: (a) a “LIBOR Loan”, which has an interest rate equal to the sum of the LIBOR rate plus the applicable “LIBOR Margin” that ranges from 1.75% to 2.75%, or (b) a “Base Rate Loan”, which has an interest rate equal to the sum of the “Base Rate”, calculated to be the highest of: (i) the Agent’s prime rate of interest announced from time to time; (ii) the Federal Funds rate most recently determined by the Agent plus 0.50%; or (iii) the one month LIBOR rate plus 1.00%, plus an applicable “Base Rate Margin” that ranges from 0.75% to 1.75%. During the three months ended March 31, 2015, the Company incurred $1.0 million of interest expense under the Amended Credit Facility of which approximately $177,000 was accrued as of March 31, 2015. The weighted average interest rate as of March 31, 2015 was 2.43% and the Company was in compliance with all covenants during this period. |
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If the Company fails to satisfy its Credit Facility covenants, it would be an event of default. Under such event of default and upon notice, all borrowings would become immediately due and payable to the lenders. See “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Liquidity and Capital Resources” for further discussion. |
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Convertible Debentures |
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The convertible debentures may be converted from the date of issuance until maturity at 100% of principal amount into common stock of the Company at a conversion price of $50. Each year the holders of the convertible debentures may tender to the Company up to 10% of the aggregate debentures issued and outstanding. During the three months ended March 31, 2015, there were no debenture redemptions. |
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9% Senior Notes due 2022 |
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To finance the acquisition of the Marcellus Assets (See Note L) in 2014, the Company issued the 9% senior notes in a private offering at a price equal to 98.617% due to mature on August 1, 2022 (the “Senior Notes”). Interest is payable on the Senior Notes semi-annually in arrears at a rate of 9.000% per annum on each February 1 and August 1. At March 31, 2015, the face amount of the Senior Notes was $300 million and the market value was approximately $177 million. |
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We may redeem, at specified redemption prices, some or all of the Senior Notes at any time on or after August 1, 2017. We may also redeem up to 35% of the Senior Notes using the proceeds of certain equity offerings completed before August 1, 2017. If we sell certain of our assets or experience certain kinds of changes in control, we may be required to offer to purchase the Senior Notes from the holders. The Senior Notes will be fully, unconditionally and jointly and severally guaranteed on a senior unsecured basis by certain of our existing subsidiaries and will be fully, unconditionally and jointly and severally guaranteed on a senior unsecured basis by our future domestic subsidiaries, subject to certain exceptions. |
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In connection with the issuance of the Senior Notes, we entered into a registration rights agreement, pursuant to which we agreed to conduct a registered exchange offer for the Senior Notes or cause to become effective a shelf registration statement providing for the resale of the Senior Notes. In connection with the exchange offer, the Company is required to (a) file an exchange offer registration statement and use its reasonable best efforts to cause such registration statement for the Senior Notes to become effective, (b) promptly following the effectiveness of such registration statement, offer to exchange new registered notes having terms substantially identical to the Senior Notes for outstanding Senior Notes, and (c) keep the registered exchange offer open for not less than 20 business days after the date the exchange offer commences. If we fail to comply with certain obligations under the registration rights agreement, including if the exchange offer is not completed within 360 days after August 11, 2014 or if the shelf registration statement is not declared effective in a timely manner, we will be required to pay additional interest to the holders of the Senior Notes in any amount equal to 1% per year on the principal amount of the Senior Notes. |
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