Long-Term Debt

12 Months Ended

Dec. 31, 2023

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


	December 31,
	2023		2022

	(In thousands)
Senior secured revolving line of credit	$	—	$	—
Senior unsecured notes	400,000		400,000
Less: unamortized deferred financing costs	(4,098)		(5,791)
Total long-term debt, net	$	395,902	$	394,209

Senior secured revolving line of credit. The Company has a senior secured revolving credit facility (the “Credit Facility”) with a $2.5 billion borrowing base and $1.0 billion of elected commitments that matures on July 1, 2027. At December 31, 2023, the Company had no borrowings outstanding and $8.9 million of outstanding letters of credit issued under the Credit Facility, resulting in an unused borrowing capacity of $991.1 million. At December 31, 2022, the Company had no borrowings outstanding and $6.4 million of outstanding letters of credit issued under the Credit Facility. For the years ended December 31, 2023 and 2022, the weighted average interest rate incurred on borrowings under the Credit Facility was 7.1% and 4.6%, respectively. The Company was in compliance with the financial covenants under the Credit Facility at December 31, 2023.

Borrowings are subject to varying rates of interest based on (i) the total outstanding borrowings (including the value of all outstanding letters of credit) in relation to the borrowing base and (ii) whether the loan is a Term SOFR Loan or an ABR Loan (each as defined in the Credit Facility). The Company incurs interest on outstanding Term SOFR Loans or ABR Loans at their respective interest rate plus the margin shown in the table below plus a 0.1% credit spread adjustment applicable to Term SOFR Loans. In addition, the unused borrowing base is subject to a commitment fee as shown in the table below:


Total Revolving Commitment Utilization Percentage	ABR Loans		SOFR Loans		Commitment Fee
Less than 25%	0.75	%	1.75	%	0.375	%
Greater than or equal to 25% but less than 50%	1.00	%	2.00	%	0.375	%
Greater than or equal to 50% but less than 75%	1.25	%	2.25	%	0.500	%
Greater than or equal to 75% but less than 90%	1.50	%	2.50	%	0.500	%
Greater than or equal to 90%	1.75	%	2.75	%	0.500	%

The 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, with one interim redetermination available to each of the Company and the administrative agent between scheduled redeterminations during any 12-month period.

In connection with the consummation of the Merger on July 1, 2022, the Company entered into the Amended and Restated Credit Agreement. The Company completed two amendments to the Amended and Restated Credit Agreement during 2023, as follows: (i) on May 2, 2023, the Company completed its semi-annual borrowing base redetermination and entered into the Third Amendment to Amended and Restated Credit Agreement to reduce the borrowing base to $2.5 billion from $2.75 billion; and (ii) on October 31, 2023, the Company completed its semi-annual borrowing base redetermination and entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”). The Fourth Amendment, among other things (i) reaffirmed the borrowing base of $2.5 billion and maintained the aggregate amount of elected commitments of $1.0 billion and (ii) permits the borrower to incur term loans in addition to the revolving loans provided under the Amended and Restated Credit Agreement, subject to terms to be agreed with the lenders making such term loans and to the terms of the Amended and Restated Credit Agreement. The next scheduled redetermination is expected to occur in or around April 2024.

A portion of the Credit Facility, in an aggregate amount not to exceed $100.0 million, may be used for the issuance of letters of credit. Additionally, the Credit Facility provides the ability for the Company to request swingline loans subject to a swingline loans sublimit of $50.0 million.

Borrowings under the Credit Facility are collateralized by perfected first priority liens and security interests on substantially all of the assets of Chord, as parent, Oasis Petroleum North America LLC (“OPNA”), as borrower, and certain of the Company’s subsidiaries, as guarantors, including mortgage liens on oil and gas properties having at least 85% of the reserve value as determined by reserve reports.

A loan may be repaid at any time before the scheduled maturity of the Credit Facility upon the Company providing advance notification to the lenders.

The Credit Facility contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements, conduct of business, maintenance of property, maintenance of insurance, restrictions on the incurrence of liens, indebtedness, investments, asset dispositions, fundamental changes, restricted payments, transactions with affiliates, and other customary covenants.

The financial covenants in the Credit Facility include:

•a requirement that the Company maintain a ratio of Total Net Debt to EBITDAX (as defined in the Credit Facility, the “Leverage Ratio”) of less than 3.50 to 1.00 as of the last day of any fiscal quarter; and

•a requirement that the Company maintain a Current Ratio (as defined in the Credit Facility) of no less than 1.0 to 1.0 as of the last day of any fiscal quarter.

The Credit Facility contains customary events of default, as well as cross-default provisions with other indebtedness of OPNA and the restricted subsidiaries under the Credit Facility. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Credit Facility to be immediately due and payable.

Senior unsecured notes. At December 31, 2023, the Company had $400.0 million of 6.375% senior unsecured notes outstanding due June 1, 2026 (the “Senior Notes”). The Senior Notes were issued in a private placement on June 9, 2021 at par and resulted in net proceeds of $391.6 million, after deducting the underwriters’ discounts, commissions and other expenses. The Company recorded deferred financing costs of $8.4 million, which are being amortized over the term of the Senior Notes. The proceeds were used to fund a portion of the 2021 Williston Basin Acquisition consideration. See Note 9—Acquisitions for additional information.

Interest on the Senior Notes is payable semi-annually on June 1 and December 1 of each year. The Senior Notes are guaranteed on a senior unsecured basis by the Company, along with its 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 Senior Notes contain customary events of default. In addition, the indenture governing the Senior Notes contains cross-default provisions with other indebtedness of the Company and its restricted subsidiaries.

The indentures governing the Senior Notes restrict the Company’s ability and the ability of certain of its subsidiaries to, among other things: (i) make investments, (ii) incur additional indebtedness or issue preferred stock, (iii) create liens, (iv) sell assets, (v) enter into agreements that restrict dividends or other payments by restricted subsidiaries, (vi) consolidate, merge or transfer all or substantially all of the Company’s assets with another company, (vii) enter into transactions with affiliates, (viii) pay dividends or make other distributions on capital stock or prepay subordinated indebtedness and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. If at any time when the Senior Notes are rated investment grade by two out of the three rating agencies and no default (as defined in the indentures) has occurred and is continuing, many of such covenants will terminate and the Company will cease to be subject to such covenants. The Company was in compliance with the terms of the indentures for the Senior Notes as of December 31, 2023.

The fair value of the Senior Notes, which are publicly traded and represent a Level 1 fair value measurement, was $400.0 million and $389.6 million at December 31, 2023 and December 31, 2022, respectively.

Whiting credit facility. Whiting had a reserves-based credit facility with a syndicate of banks. Upon consummation of the Merger on July 1, 2022, the Whiting credit facility was terminated, and the Company paid the remaining outstanding accrued interest and other fees of approximately $2.2 million to satisfy and discharge in full all such outstanding obligations that were owed under the Whiting credit facility.

Bridge facility. On May 3, 2021, the Company entered into a commitment letter to provide for a senior secured second lien facility and incurred a fee of $7.8 million, which was recorded to interest expense on the Company’s Consolidated Statement of Operations for the year ended December 31, 2022. The senior secured second lien facility was terminated prior to being drawn.