DEBT

3 Months Ended

Mar. 31, 2020

As of March 31, 2020 and December 31, 2019, our long-term debt consisted of the following credit agreements, Second Lien Notes and Senior Notes:



	Outstanding Principal				Interest Rate	Maturity	Security
	March 31, 2020		December 31, 2019
Credit Agreements	(in millions)
2014 Revolving Credit Facility	$	507	$	518	LIBOR plus 3.25%-4.00% ABR plus 2.25%-3.00%	June 30, 2021	Shared First-Priority Lien
2017 Credit Agreement	1,300		1,300		LIBOR plus 4.75% ABR plus 3.75%	December 31, 2022^(a)	Shared First-Priority Lien
2016 Credit Agreement	1,000		1,000		LIBOR plus 10.375% ABR plus 9.375%	December 31, 2021	First-Priority Lien
Second Lien Notes
Second Lien Notes	1,809		1,815		8%	December 15, 2022^(b)	Second-Priority Lien
Senior Notes
5% Senior Notes due 2020	—		100		5%	January 15, 2020	Unsecured
5½% Senior Notes due 2021	100		100		5.5%	September 15, 2021	Unsecured
6% Senior Notes due 2024	144		144		6%	November 15, 2024	Unsecured
Total Long-Term Debt	$	4,860	$	4,977


Note:	For a detailed description of our credit agreements, Second Lien Notes and Senior Notes, please see our most recent Form 10-K for the year ended December 31, 2019.


(a)	The 2017 Credit Agreement is subject to a springing maturity of 91 days prior to the maturity of our 2016 Credit Agreement if more than $100 million in principal of the 2016 Credit Agreement is outstanding at that time.


(b)	The Second Lien Notes require principal repayments of $286 million in June 2021, $57 million in December 2021, $60 million in June 2022 and $1,406 million in December 2022.

At March 31, 2020, we were in compliance with all financial and other debt covenants under our 2014 Revolving Credit Facility, 2016 Credit Agreement, 2017 Credit Agreement, Second Lien Notes, 2021 Notes and 2024 Notes. All obligations under our 2014 Revolving Credit Facility, 2016 Credit Agreement and 2017 Credit Agreement (collectively, Credit Facilities) as well as our Second Lien Notes and Senior Notes are guaranteed both fully and unconditionally and jointly and severally by all of our material wholly owned subsidiaries.

See Note 1 Basis of Presentation above for discussion of forbearance agreements entered into in connection with certain missed interest payments.

Net Deferred Gain and Issuance Costs

As of March 31, 2020 and December 31, 2019, net deferred gain and issuance costs consisted of the following:



	March 31, 2020			December 31, 2019
	(in millions)
Deferred gain	$	193		$	211
Issuance costs and original issue discounts	(58		)	(65		)
Net deferred gain and issuance costs	$	135		$	146

2014 Revolving Credit Facility

As of March 31, 2020, we had $328 million of available borrowing capacity under our 2014 Revolving Credit Facility, before a $150 million month-end minimum liquidity requirement. On April 30, 2020, our 2014 Revolving Credit Facility was amended to reduce the limit on our revolving credit facility from $1 billion to $900 million, defer the redetermination of our borrowing base from May 1, 2020 to May 15, 2020, introduce a floor on the prevailing rate used in the calculation of our borrowing rate and make other technical amendments. Effective May 18, 2020, the borrowing base under this facility was reduced to $1.2 billion, with no further reduction in our ability to borrow under the 2014 Revolving Credit Facility. Our 2014 Revolving Credit Facility also includes a sub-limit of $400 million for the issuance of letters of credit. As of both March 31, 2020 and December 31, 2019, we had letters of credit outstanding of $165 million. As of April 30, 2020 and May 31, 2020, we had letters of credit outstanding of $152 million. These letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters.

As of May 31, 2020, we had available liquidity of $165 million, consisting of $148 million in unrestricted cash and $17 million of available borrowing capacity under our 2014 Revolving Credit Facility (before a $150 million month-end minimum liquidity requirement). However, the Forbearance Agreements do not permit us to make any drawings under the 2014 Revolving Credit Facility until the expiration of the forbearance period described in Note 1 Basis of Presentation. We expect that operating cash flow and expected available credit capacity will not be sufficient to meet our commitments over the next twelve months.

Note Repurchases

In the three months ended March 31, 2020, we repurchased $7 million in face value of our 8% Second Lien Notes for $3 million in cash resulting in a pre-tax gain of $5 million, including the effect of unamortized deferred gain and issuance costs. In the three months ended March 31, 2019, we repurchased approximately $18 million in face value of our Second Lien Notes for $14 million in cash resulting in a pre-tax gain of $6 million, including the effect of unamortized deferred gain and issuance costs.

Fair Value

At March 31, 2020, we estimate the fair value of our debt, which is classified as Level 1, based on prices from known market transactions or quoted market prices for our instruments. At December 31, 2019, the fair value of the variable rate portion of our debt was based on other observable (Level 2) inputs. The estimated fair value of our debt at March 31, 2020 and December 31, 2019, including the fair value of the variable-rate portion, was $1.0 billion and $3.8 billion, respectively, compared to a carrying value of $4.9 billion and $5.0 billion, respectively.