Debt | NOTE D— DEBT Current maturing long-term debt, net of debt issuance costs and discounts, consisted of the following: Successor Predecessor December 31, December 31, (in thousands) Exit Credit Facility $ 140,320 $ — First Lien Credit Facility — 229,685 Second Lien Credit Facility — 72,960 Convertible Debentures — 1,540 Senior Notes — 159,885 140,320 464,070 Less current portion — (464,070 ) Long-term portion $ 140,320 $ — Exit Credit Facility On the Effective Date, pursuant to the Plan, the Company entered into a Credit Agreement by and among the Company, Wilmington Trust, National Association, as Administrative Agent (the “Agent”), and the lenders (related party) from time to time party thereto (the “Credit Agreement”). The Credit Agreement provides for a $150 million term loan facility (the “Exit Credit Facility”), consisting of initial senior secured term loans in an aggregate principal amount of $130 million (which, pursuant to the Plan, is deemed to be outstanding without any advancement of funds by the lenders under the Credit Agreement) and additional senior secured term loans (the “delayed draw term loans”) in an aggregate principal amount of up to $20 million, which, subject to the conditions set forth in the Credit Agreement, may be drawn from time to time by the Company. The outstanding term loans, along with accrued and unpaid obligations with respect to such loans, under the Exit Credit Facility are subject to prepayment in respect of (i) proceeds from the issuance or incurrence of debt, excluding those items of debt permitted to be issued or incurred under the Credit Agreement and (ii) casualty proceeds and proceeds received from asset dispositions, subject to limited reinvestment rights and certain excluded asset sales. The Exit Credit Facility is guaranteed by all of the Company’s wholly owned subsidiaries (the “Guarantors”). The Exit Credit Facility is secured by substantially all of the oil and gas assets of the Company and the Guarantors, as well as all of the equity interests in the Guarantors. Certain third-party swap and derivative transactions may be secured pursuant to an intercreditor agreement on a pari passu Proceeds of the delayed draw term loans under the Exit Credit Facility may be used from time to time for lawful corporate purposes, including for working capital needs and to finance corporate and capital expenditures and permitted acquisitions of oil and gas properties and other assets related to the exploration, production, development, processing, gathering, storage and transportation of hydrocarbons. The interest rate on borrowings under the Exit Credit Facility will be equal to the sum of (i) the LIBOR rate (with a minimum LIBOR rate of 1%) plus 9.0% per annum on the aggregate outstanding principal amount of the loans outstanding, which shall be paid in cash, plus (ii) an amount equal to 1.0% per annum on the aggregate outstanding principal amount of the loans outstanding, which shall be paid-in-kind At any time on or prior to October 5, 2017, if the Company repays all or any part of the principal balance of any loan under the Exit Credit Facility, or there is an acceleration of the Company’s obligations under the Exit Credit Facility following the occurrence and continuation of an event of default under the Credit Agreement and notice from the Agent of such acceleration or there occurs a substitution of any lender pursuant to the terms of the Credit Agreement, the Company will pay the Agent, for the benefit of all of the lenders (or in the case of substitution, the substituted lender), in addition to the amount so repaid, due or assigned and any accrued and unpaid interest thereon, a make-whole premium equal to the present value at such time, computed on such repayment or assignment date using a discount rate equal to the treasury rate plus 50 basis points of the amount of (i) 4% the principal amount of such loan so repaid, due or assigned and (ii) the interest that would have accrued on the principal balance of the applicable loan being repaid or so due or assigned from the date of repayment, acceleration or assignment through October 5, 2017 if such loan remained outstanding and were repaid one day after such date. After October 5, 2017, if the Company repays all or any part of the principal balance of any loan under the Exit Credit Facility, or if there is an acceleration of the Company’s obligations under the Exit Credit Facility following the occurrence and continuation of an event of default under the Credit Agreement and notice from the Agent of such acceleration or there occurs a substitution of any lender pursuant to the terms of the Credit Agreement, the Company will pay the Agent, for the benefit of all of the lenders (or in the case of substitution, the substituted lender), in addition to the amount so repaid, due or assigned and any accrued and unpaid interest thereon, a repayment premium equal to the product of (i) the principal amount of the loans so repaid, due or assigned multiplied by (ii) the applicable percentage set forth below: Year Percentage October 6, 2017 through October 5, 2018 4 % October 6, 2018 through October 5, 2019 2 % October 6, 2019 and thereafter 0 % The Company is subject to affirmative and negative covenants under the Credit Agreement, including, but not limited to, financial covenants with respect to Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement) and minimum liquidity. The Consolidated Total Leverage Ratio covenant requires that, commencing on June 30, 2017, the Consolidated Total Leverage Ratio for any period of four consecutive fiscal quarters shall not be greater than, determined as of the last day of each fiscal quarter, (a) during the period following June 30, 2017 until December 31, 2017, 5.5 to 1.0, (b) during the period following March 31, 2018 until December 31 , 2018, 5.0 to 1 .0 and (c) during the period following March 31, 2019 until the Maturity Date, 4.5 to 1.0. The minimum liquidity covenant requires that the Company and its Subsidiaries at all times maintain the aggregate amount of undrawn availability under the delayed draw term loans, unrestricted cash and cash equivalents of at least $5 million. The Exit Credit Facility is subject to other usual and customary conditions, representations, warranties and covenants including, but not limited to, restrictions on additional indebtedness, liens, contingent obligations, payments, investments, mergers, asset dispositions, speculative commodity transactions, transactions with affiliates and other matters. The Exit Credit Facility is subject to customary events of default. If an event of default occurs and is continuing, the Agent may, or at the request of certain required lenders shall, accelerate amounts due under the Exit Credit Facility (except for a bankruptcy event of default, in which case such amounts will automatically become due and payable). The outstanding balance of the Exit Credit Facility at December 31, 2016 amounted to $140.3 million which includes $0.3 million of paid-in-kind First Lien Credit Facility and Senior Notes Exchange On May 22, 2015, Warren Resources entered into a first lien credit agreement by and among the Company, Wilmington Trust, National Association, as Administrative Agent, and the lenders from time to time party thereto, that provides for a five-year, $250 million term loan facility (as amended, the “First Lien Credit Facility”) which matures on May 22, 2020. At the closing of the First Lien Credit Facility, certain of the first lien lenders extended credit in the form of new term loans in the amount of $172.5 million and in the form of commitments for delayed draw term loans for up to an additional $30 million, subject to certain incurrence tests. Approximately $47 million in additional term loans were issued under the First Lien Credit Facility at closing in exchange for $69.59 million in face value of the 9.000% Senior Notes due 2022, as described further under “9.000% Senior Notes due 2022” below. The conditions applicable to further draw downs under the First Lien Credit Facility were modified as part of the First Amendment to the First Lien Credit Facility that was entered into on October 22, 2015. The First Lien Credit Facility was guaranteed by Warren California, Warren E&P and Warren Marcellus, which are three of the Company’s wholly-owned subsidiaries, and was collateralized by substantially all of Warren’s assets, including the equity interests of the guarantors. Warren used the proceeds drawn at the closing of the First Lien Credit Facility to repay the balance on its former credit facility, and has been released from all legal obligations on such former facility. The Company accounted for this Exchange transaction in accordance with ASC 470 and ASC 405 and as a result recognized a gain on the retirement of debt in the amount of $14.4 million during 2015. The First Lien Credit Facility is subject to prepayment in respect of asset sales, subject to limited reinvestment rights and certain excluded asset sales. The First Lien Credit Facility also includes certain covenants, including a maintenance covenant requiring the Company to maintain a minimum consolidated first lien leverage ratio. The terms of the maintenance covenant were modified as part of the First Amendment to the First Lien Credit Facility that was entered into on October 22, 2015. The First Lien Credit Facility is subject to other usual and customary conditions, representations, and warranties, including restrictions on certain additional indebtedness, dividends to shareholders, liens, investments, mergers, acquisitions, asset dispositions, repurchase or redemption of our common stock, speculative commodity transactions, transactions with affiliates and other matters. The First Lien Credit Facility is also subject to customary events of default. If an event of default occurs and is continuing, the Agent may, or at the request of certain required lenders shall, accelerate amounts due under the First Lien Credit Facility (except for a bankruptcy event of default, in which case such amounts will automatically, by their terms, become due and payable). The annual interest rate on borrowings under the First Lien Credit Facility was 8.5% plus LIBOR for the applicable LIBOR period (with a minimum LIBOR rate of 1%) and was payable quarterly in arrears on the next to last business day of each March, June, September and December. At September 30, 2016 the interest rate was 9.5%. On November 9, 2015, $15 million of additional borrowings were drawn depleting the total available under the facility. On the Effective Date, pursuant to the Plan, all amounts outstanding under the First Lien Credit Facility were cancelled and the obligation thereunder terminated, released and discharged. Lenders under the First Lien Credit Facility received distributions of the Company’s common stock, par value $0.01 (the “New Common Stock”) under the Plan and entered into a new term loan facility with the Company (the Exit Credit Facility as discussed below). Second Lien Credit Facility and Senior Note Exchange On October 22, 2015, the Company entered into a second lien credit facility (the “Second Lien Credit Facility”) by and among the Company, Cortland Capital Market Services, LLC, as Administrative Agent, and the lenders from time to time party thereto. The Second Lien Credit Facility provided for a five-year, approximately $51.0 million term loan facility that matured on November 1, 2020. At closing, certain of the lenders exchanged approximately $63.1 million in face value of previously-issued Senior Notes held by them, plus accrued interest, for (i) approximately $40.1 million of second lien term loans under the Second Lien Credit Facility, and (ii) four million (4,000,000) shares of the Company’s Common Stock and, in addition, extended credit in the form of new second lien term loans in the amount of approximately $11.0 million. The annual interest rate on borrowings under the Second Lien Credit Facility was 12%, with interest payable semi-annually in arrears on each April 20 and October 20. On the first three semi-annual interest payment dates, beginning with April 20, 2016, the Company could elect to pay up to all of such interest (6% per semi-annual period) by capitalizing accrued and unpaid interest and adding the same to the principal amount of the second lien loans then outstanding. For the subsequent three semi-annual interest payment dates, beginning with October 20, 2017 and ending October 20, 2018, the Company could elect to pay up to one quarter of such interest (1.5% per semi-annual period) by capitalizing accrued and unpaid interest and adding the same to the principal amount of the Second Lien Loans then outstanding. The transaction was accounted for as a troubled debt restructuring in accordance with ASC 470, whereby no gain on the retirement of debt was recognized and a premium on the issuance equal to the amount of debt retired could be amortized over the life of the instrument. The total outstanding balance at September 30, 2016 amounted to $71.6 million which was net of debt issuance costs of $1.6 million. On the Effective Date, pursuant to the Plan, all amounts outstanding under the Second Lien Credit Facility were cancelled and the obligations thereunder terminated, released and discharged. Lenders under the Second Lien Credit Facility received distributions of New Common Stock under the Plan. Additionally, the lenders under the Second Lien Credit Facility were party to the Plan Warrant Agreement, dated as of October 5, 2016, by and among the Company, and Claren Road Credit Master Fund, Ltd. and Claren Road Credit Opportunities Master Fund, Ltd. (collectively, “Claren Road”) and the other registered holders from time to time party thereto, pursuant to which they received warrants exercisable, in accordance with the terms thereof, for an aggregate of 526,316 shares of New Common Stock (the “Warrants”). 9.000% Senior Notes due 2022 On August 11, 2014, we acquired essentially all of the Marcellus Assets (the “Marcellus Assets”) of Citrus Energy Corporation (“Citrus”) and two other working interest owners (the “Marcellus Asset Acquisition”). To finance the Marcellus Asset Acquisition, on August 11, 2014, the Company issued 9.000% senior notes in a private offering at a price equal to 98.617% for a total of $300 million due to mature on August 1, 2022 (the “Unregistered Senior Notes”). Interest was payable on the Unregistered Senior Notes semi-annually in arrears at a rate of 9.000% per annum on each February 1 and August 1. In connection with the First Lien Credit Facility entered into on May 22, 2015, the Company exchanged $69.59 million in face value of the Unregistered Senior Notes previously held by the lenders under the First Lien Credit Facility for approximately $45.23 million of first lien term loans plus accrued unpaid interest of $1.9 million rolled into the First Lien Term Loans as additional borrowing. On July 27, 2015, substantially all of the outstanding Unregistered Senior Notes were exchanged for an equal principal amount of registered 9.000% Senior Notes due 2022 pursuant to a registration statement on Form S-4 In connection with the Second Lien Credit Facility entered into on October 22, 2015, the Company exchanged $63.1 million in face value of Registered Senior Notes previously held by the lenders under the Second Lien Credit Facility for approximately $40.1 million of second lien term loans. We could redeem, at specified redemption prices, some or all of the Senior Notes at any time on or after August 1, 2017. We could also redeem up to 35% of the Senior Notes using the proceeds of certain equity offerings completed before August 1, 2017. If we should sell certain of our assets or experience certain kinds of changes in control, we could be required to offer to purchase the Senior Notes from the holders. The Senior Notes were fully, unconditionally and jointly and severally guaranteed on a senior unsecured basis by certain of our existing subsidiaries and were fully, unconditionally and jointly and severally guaranteed on a senior unsecured basis by our future domestic subsidiaries, subject to certain exceptions. Warren is a holding company with no independent assets or operations. Any subsidiaries of the Company other than the subsidiary guarantors are minor. There were no significant restrictions on the Company’s ability, or the ability of any subsidiary guarantor, to obtain funds from its subsidiaries through dividends, loans, advances or otherwise. The total outstanding balance at September 30, 2016 amounted to $161.6 million which was net of debt issuance costs of $3.9 million. On the Effective Date, pursuant to the Plan, the Company’s 9% Senior Notes due 2022 and the indenture governing the Senior Notes were cancelled and the obligations of the Debtors thereunder were terminated, released and discharged. Holders of the Senior Notes received distributions of New Common Stock under the Plan. Convertible Debentures Convertible debentures, net of debt issuance costs of $96,000, consisted of the following (in thousands): Successor Predecessor Maturity date December 31, 2016 December 31, 2015 Secured Convertible 12% Debentures December 31, 2020 $ — $ 783 Secured Convertible 12% Debentures December 31, 2022 — 757 $ — $ 1,540 As of September 30, 2016, pursuant to the Plan, holders of the Company’s 12% Secured Convertible Bonds due December 31, 2020 and the 12% Secured Convertible Bonds due December 31, 2022 (together, the “Convertible Debentures”) received payment in full in cash such that the claim of such holders was unimpaired, and the trustees under each series of Convertible Debentures were paid reasonable and documented unpaid fees and expenses incurred on or before the Effective Date. On the Effective Date, the Convertible Debentures and the indentures governing each series of Convertible Debentures were cancelled and the obligations of the Debtors thereunder were terminated, released and discharged. Other than pursuant to the foregoing, holders of the Convertible Debentures did not receive distributions under the Plan in respect of the Convertible Debentures. |