Long-Term Debt

9 Months Ended

Sep. 30, 2019

The Company’s long-term debt consists of the following:


	September 30, 2019		December 31, 2018

	(In thousands)
Oasis Credit Facility	$	406,000	$	468,000
OMP Credit Facility	431,000		318,000
Senior unsecured notes

6.50% senior unsecured notes due November 1, 2021	71,835		71,835
6.875% senior unsecured notes due March 15, 2022	901,480		901,480
6.875% senior unsecured notes due January 15, 2023	366,094		366,094
6.25% senior unsecured notes due May 1, 2026	400,000		400,000
2.625% senior unsecured convertible notes due September 15, 2023	300,000		300,000
Total principal of senior unsecured notes	2,039,409		2,039,409
Less: unamortized deferred financing costs on senior unsecured notes	(17,309)		(20,865)
Less: unamortized debt discount on senior unsecured convertible notes	(60,241)		(69,268)
Total long-term debt	$	2,798,859	$	2,735,276

Senior secured revolving line of credit. The Company has a senior secured revolving line of credit among OPNA, as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders party thereto (the “Oasis Credit Facility”) with an overall senior secured line of credit of $3,000.0 million as of September 30, 2019, which has a maturity date of the earlier of (i) October 16, 2023, (ii) 90 days prior to the maturity date of the Company’s senior unsecured notes due in 2022 and 2023, of which $1,267.6 million is outstanding, to the extent such senior unsecured notes are not retired or refinanced to have a maturity date at least 90 days after October 16, 2023 and (iii) 90 days prior to the maturity date of the Company’s senior unsecured convertible notes due in 2023, of which $300.0 million is outstanding, to the extent such senior unsecured convertible notes are not retired, converted, redeemed or refinanced to have a maturity date at least 90 days after October 16, 2023.

The Oasis Credit Facility is restricted to a borrowing base, which is reserve-based and subject to semi-annual redeterminations on April 1 and October 1 of each year. On April 15, 2019, the lenders under the Oasis Credit Facility completed their regular semi-annual redetermination of the borrowing base scheduled for April 1, 2019, which reaffirmed the borrowing base and the aggregate elected commitment at $1,600.0 million and $1,350.0 million, respectively. In connection with the April 1, 2019 borrowing base redetermination, the Company entered into the First Amendment to the Third Amended and Restated Credit Agreement to the Oasis Credit Facility, dated April 15, 2019, which, among other things, incorporated the ability for the Company to request swingline loans subject to a swingline loans sublimit of $50.0 million.

On November 4, 2019, the lenders under the Oasis Credit Facility completed their regular semi-annual redetermination of its borrowing base scheduled for October 1, 2019. As a result, the Company’s borrowing base decreased from $1,600.0 million to $1,300.0 million. The next redetermination of the Oasis Credit Facility’s borrowing base is scheduled for April 1, 2020. Additionally, the Company entered into the third amendment to the Oasis Credit Facility, which decreased the Company’s aggregate elected commitment from $1,350.0 million to $1,100.0 million.

At September 30, 2019, the Company had $406.0 million of London Interbank Offered Rate (“LIBOR”) loans at a weighted average interest rate of 3.8% and $14.0 million of outstanding letters of credit issued under the Oasis Credit Facility, resulting in an unused borrowing base committed capacity of $930.0 million. On a quarterly basis, the Company also pays a commitment fee that can range from 0.375% to 0.500% on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter. The Company was in compliance with the financial covenants of the Oasis Credit Facility as of September 30, 2019.

OMP Operating LLC revolving line of credit. Through its ownership of OMP, the Company has access to a senior secured revolving credit facility among OMP, as parent, OMP Operating LLC, a subsidiary of OMP, as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders party thereto (the “OMP Credit Facility,” and, together with the Oasis Credit Facility, the “Revolving Credit Facilities”). The OMP Credit Facility is available to fund working capital and to finance acquisitions and other capital expenditures of OMP.

On May 6, 2019, OMP entered into an amendment to the OMP Credit Facility to (i) increase the aggregate amount of commitments from $400.0 million to $475.0 million; (ii) provide for the ability to further increase commitments to $675.0 million; and (iii) add a new lender to the bank group. On August 16, 2019, OMP entered into the third amendment to the OMP Credit Facility to (i) increase the aggregate amount of commitments from $475.0 million to $575.0 million and (ii) provide for the ability to further increase commitments to $775.0 million. As of September 30, 2019, the OMP Credit Facility has an aggregate amount of commitments of $575.0 million and has a maturity date of September 25, 2022.

At September 30, 2019, the Company had $431.0 million of borrowings outstanding under the OMP Credit Facility at a weighted average interest rate of 4.1%, and $8.2 million of outstanding letters of credit, resulting in an unused borrowing base capacity of $135.8 million. The unused portion of the OMP Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%. The Company was in compliance with the financial covenants under the OMP Credit Facility at September 30, 2019.

The Revolving Credit Facilities are recorded at values that approximate fair value since their variable interest rates are tied to current market rates.

Senior unsecured notes. At September 30, 2019, the Company had $1,739.4 million principal amount of senior unsecured notes outstanding with maturities ranging from November 2021 to May 2026 and coupons ranging from 6.25% to 6.875% (the “Senior Notes”). Prior to certain dates, the Company has the option to redeem some or all of the Senior Notes for cash at certain redemption prices equal to a certain percentage of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date.

Senior unsecured convertible notes. At September 30, 2019, the Company had $300.0 million of 2.625% senior unsecured convertible notes due September 2023 (the “Senior Convertible Notes”). The Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the Senior Convertible Notes in cash upon conversion. Prior to March 15, 2023, the Senior Convertible Notes will be convertible only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2016 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Senior Convertible Notes for each trading day of the Measurement Period is less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events, including certain distributions or a fundamental change. On or after March 15, 2023, the Senior Convertible Notes will be convertible at any time until the second scheduled trading day immediately preceding their September 15, 2023 maturity date. The Senior Convertible Notes will be convertible at an initial conversion rate of 76.3650 shares of the Company’s common stock per $1,000 principal amount of the Senior Convertible Notes, which is equivalent to an initial conversion price of approximately $13.10. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Senior Convertible Notes in connection with such corporate event or redemption in certain circumstances. As of September 30, 2019, none of the contingent conditions allowing holders of the Senior Convertible Notes to convert these notes had been met. In addition, the Company was in compliance with the terms of the indentures for the Senior Convertible Notes as of September 30, 2019.

Interest on the Senior Notes and the Senior Convertible Notes (collectively, the “Notes”) is payable semi-annually in arrears. The fair value of the Notes, which are publicly traded and therefore categorized as Level 1 liabilities, was $1,792.4 million at September 30, 2019. The Notes are guaranteed on a senior unsecured basis by the Company, along with its material subsidiaries (the “Guarantors”), which are 100% owned by the Company. These guarantees are full and unconditional and joint and several among the Guarantors, subject to certain customary release provisions. The indentures governing the Notes contain customary events of default.