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Long-Term Debt | 3 Months Ended
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Mar. 31, 2020
Debt Disclosure [Abstract] |
Long-Term Debt | Long-Term Debt The Company’s long-term debt consists of the following:
| March 31, 2020 |  | December 31, 2019
| (In thousands) |  |
Oasis Credit Facility | $ | 522,000 |  |  | $ | 337,000 |
OMP Credit Facility | 487,500 |  |  | 458,500 |
Senior unsecured notes |  |  |
6.50% senior unsecured notes due November 1, 2021 | 43,601 |  |  | 71,835 |
6.875% senior unsecured notes due March 15, 2022 | 834,466 |  |  | 890,980 |
6.875% senior unsecured notes due January 15, 2023 | 307,728 |  |  | 351,953 |
6.25% senior unsecured notes due May 1, 2026 | 395,122 |  |  | 400,000 |
2.625% senior unsecured convertible notes due September 15, 2023 | 244,840 |  |  | 267,800 |
Total principal of senior unsecured notes | 1,825,757 |  |  | 1,982,568 |
Less: unamortized deferred financing costs on senior unsecured notes | (13,475) |  |  | (15,618) |
Less: unamortized debt discount on senior unsecured convertible notes | (43,850) |  |  | (50,877) |
Total long-term debt | $ | 2,777,932 |  |  | $ | 2,711,573 |
Senior secured revolving line of credit. The Oasis Credit Facility is the Company’s senior secured revolving line of credit among OPNA, as borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”) and the lenders party thereto with an overall senior secured line of credit of $3,000.0 million as of March 31, 2020. The Oasis Credit Facility 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 $1,142.2 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 $244.8 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 24, 2020, the lenders under the Oasis Credit Facility completed their regular semi-annual redetermination of the borrowing base scheduled for April 1, 2020 and entered into that certain Limited Waiver and Fourth Amendment (the “Fourth Amendment”) to the Oasis Credit Facility. The Fourth Amendment amends the Oasis Credit Facility to decrease the borrowing base from $1,300.0 million to $625.0 million and to decrease the aggregate elected commitment from $1,100.0 million to $625.0 million. The following additional reductions will be effective on June 1, 2020 (the “June Reduction”) and July 1, 2020 (the “July Reduction”), respectively: (1) the June Reduction consists of borrowing base and aggregate elected commitment reductions from $625.0 million to $612.5 million and (2) the July Reduction consists of additional borrowing base and aggregate elected commitment reductions from $612.5 million to $600.0 million. In addition, the Fourth Amendment increases the letter of credit commitment under the Oasis Credit Facility from $50.0 million to $100.0 million. As of March 31, 2020, the Company had total elected commitments of $1,100.0 million, $522.0 million of borrowings at a weighted average interest rate of 2.7%, excluding the rate impact for the additional interest charges per the Fourth Amendment detailed below, and $18.9 million of outstanding letters of credit issued under the Oasis Credit Facility, resulting in an unused borrowing capacity of $559.1 million. The Fourth Amendment also includes a waiver and forbearance agreement with respect to a third-party surety indemnity obligation (the “Surety Bond”) obtained by a subsidiary of the Company in support of commitments for a transportation agreement. The Administrative Agent advised the Borrower on April 2, 2020 that the Surety Bond constituted additional Debt (as defined in the Oasis Credit Facility) not permitted under the Oasis Credit Facility and that the Borrower’s certifications had failed to reflect the existence of the Surety Bond in its borrowing requests. The Fourth Amendment contains a one-time waiver of these Defaults (as defined in the Oasis Credit Facility), other than with respect to approximately $29.3 million of additional interest charges as of March 31, 2020. The Fourth Amendment provided for forbearance of such additional interest until the earlier to occur of (i) October 24, 2020 and (ii) an Event of Default (as defined in the Oasis Credit Facility). The Administrative Agent and lenders are not obligated to grant any future forbearance. The Fourth Amendment amended the applicable margins and commitment fee rates with respect to Alternate Based Rate (“ABR”) loans, Swingline loans and Eurodollar loans, based on the utilization of the total elected commitments under the Oasis Credit Facility, as follows:
Total Commitment Utilization Percentage |  | Applicable Margin for ABR Loans or Swingline Loans |  | Applicable Margin for Eurodollar Loans |  | Commitment Fee Rates
Less than 25% |  | 0.75 | % |  | 2.25 | % |  | 0.50 | %
Greater than or equal to 25% but less than 50% |  | 1.00 | % |  | 2.50 | % |  | 0.50 | %
Greater than or equal to 50% but less than 75% |  | 1.25 | % |  | 2.75 | % |  | 0.50 | %
Greater than or equal to 75% but less than 90% |  | 1.50 | % |  | 3.00 | % |  | 0.50 | %
Greater than or equal to 90% |  | 1.75 | % |  | 3.25 | % |  | 0.50 | %
The Oasis Credit Facility is also amended by the Fourth Amendment to require that, subject to certain exceptions, if at any time the Company and its subsidiaries have cash on hand in an amount exceeding $60 million, subject to certain working capital adjustments, such cash must be used to make prepayments of borrowings under the Oasis Credit Facility. In addition, the financial covenants in the Oasis Credit Facility have been amended to provide that the Company’s Current Ratio (as defined in the Oasis Credit Facility) has been waived for the fiscal quarter ending June 30, 2020 and the Company’s Ratio of Total Debt to EBITDAX (as defined in the Oasis Credit Facility, the “Leverage Ratio”) shall not, for the four quarter period ended on the last day of each fiscal quarter, be greater than 4.00 to 1.00. The Company was in compliance with the financial covenants of the Oasis Credit Facility as of March 31, 2020. However, based on the current commodity price environment, the Company currently expects it will be unable to comply with the Leverage Ratio beginning with the fourth quarter of 2020. Failure to comply with this covenant, if not waived, would result in an Event of Default under the Oasis Credit Facility, the potential acceleration of outstanding debt thereunder and the potential liquidation of the collateral securing such debt. An acceleration under the Oasis Credit Facility could result in an event of default and an acceleration under the indentures for the Company’s Notes. OMP Operating LLC revolving line of credit. Through its ownership of OMP, the Company has access to a senior secured revolving credit facility (the “OMP Credit Facility,” and, together with the Oasis Credit Facility, the “Revolving Credit Facilities”) among OMP, as parent, OMP Operating LLC, a subsidiary of OMP, as borrower, Wells Fargo Bank, N.A., as administrative agent (the “OMP Administrative Agent”) and the lenders party thereto. The OMP Credit Facility, which has a maturity date of September 25, 2022, is available to fund working capital and to finance acquisitions and other capital expenditures of OMP. As of March 31, 2020, the aggregate commitments under the OMP Credit Facility were $575.0 million. At March 31, 2020, the Company had $487.5 million of borrowings outstanding under the OMP Credit Facility at a weighted average interest rate of 2.9%, excluding the rate impact for the additional interest charges detailed below, and an outstanding letter of credit of $1.7 million, resulting in an unused borrowing base capacity of $85.8 million. The unused portion of the OMP Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%. OMP Operating LLC was in compliance with the covenants of the OMP Credit Facility as of March 31, 2020, except as follows. As a result of ongoing internal oversight processes, OMP Operating LLC identified that a Control Agreement (as defined in the OMP Credit Facility) had not been executed for a certain bank account (the “JPM Account”) held at JPMorgan Chase Bank, N.A. (“JPMorgan”), who is a lender under the OMP Credit Facility. The Control Agreement serves to establish a lien in favor of the lenders under the OMP Credit Facility with respect to the JPM Account. On May 11, 2020, OMP Operating LLC executed a Control Agreement with both the OMP Administrative Agent and JPMorgan, thereby completing the documentation required under the OMP Credit Facility. Despite the Control Agreement’s execution, the failure to have had it in place before the JPM Account was initially funded with cash represents a past Event of Default (as defined in the OMP Credit Facility). On May 15, 2020, OMP Operating LLC entered into a limited waiver (the “Limited Waiver”) of this past Event of Default with the Majority Lenders (as defined in the OMP Credit Facility), which provides forbearance of additional interest owed arising from this past Event of Default until the earlier to occur of (i) November 10, 2020 and (ii) an Event of Default. Pursuant to the Limited Waiver, OMP Operating LLC recorded additional interest charges of approximately $25.9 million in the unaudited condensed consolidated financial statements as of March 31, 2020. There are no cross-default rights between the Revolving Credit Facilities. 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 March 31, 2020, the Company had $1,580.9 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. During the three months ended March 31, 2020, the Company repurchased an aggregate principal amount of $133.9 million of its outstanding Senior Notes for an aggregate cost of $52.9 million. The repurchases consisted of $28.2 million principal amount of the 6.50% senior unsecured notes due November 1, 2021, $56.5 million principal amount of the 6.875% senior unsecured notes due March 15, 2022, $44.2 million principal amount of the 6.875% senior unsecured notes due January 15, 2023 and $4.9 million principal amount of the 6.25% senior unsecured notes due May 1, 2026. As a result of these repurchases, the Company recognized a pre-tax gain of $80.2 million, which was net of unamortized deferred financing costs write-offs of $0.8 million, and is reflected in gain on extinguishment of debt on the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2020. Senior unsecured convertible notes. At March 31, 2020, the Company had $244.8 million of 2.625% senior unsecured convertible notes due September 2023 (the “Senior Convertible Notes”). During the three months ended March 31, 2020, the Company repurchased a principal amount of $23.0 million of its outstanding Senior Convertible Notes, for an aggregate cost of $15.2 million. As a result of these repurchases, the Company recognized a pre-tax gain of $3.7 million, which was net of write-offs of unamortized debt discount of $4.2 million, the equity component of the senior unsecured convertible notes of $0.3 million and unamortized deferred financing costs of $0.2 million, and is reflected in gain on extinguishment of debt on the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2020. The Company has the option to settle conversions of the Senior Convertible 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 March 31, 2020, 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 March 31, 2020. Interest on 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 $331.5 million at March 31, 2020. The Notes are guaranteed on a senior unsecured basis by the Company, along with its material wholly-owned subsidiaries (the “Guarantors”). 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.

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