Long-Term Debt

9 Months Ended

Sep. 30, 2019

Note 5 - Long-Term Debt

Credit Agreement

On September 19, 2019, the Company and its lenders entered into the Second Amendment to the Sixth Amended and Restated Credit Agreement which permitted the Company to enter into swap agreements with respect to the price of electricity in order to minimize exposure to electrical price volatility. As of September 30, 2019, the Company’s Sixth Amended and Restated Credit Agreement, as amended (the “Credit Agreement”), provided for a senior secured revolving credit facility with a maximum loan amount of $2.5 billion, a borrowing base of $1.6 billion, and aggregate lender commitments of $1.2 billion. Subsequent to September 30, 2019, the Company and its lenders completed the semi-annual borrowing base redetermination, which reaffirmed the Company’s borrowing base and aggregate lender commitments at existing levels. The next scheduled borrowing base redetermination date is April 1, 2020.

The Credit Agreement is scheduled to mature on September 28, 2023. The maturity date could, however, occur earlier on August 16, 2022, if the Company has not completed certain repurchase, redemption, or refinancing activities associated with its 6.125% Senior Notes due 2022 (“2022 Senior Notes”), as outlined in the Credit Agreement. The Company must comply with certain financial and non-financial covenants under the terms of the Credit Agreement and was in compliance with all such covenants as of September 30, 2019, and through the filing of this report. Please refer to Note 5 - Long-Term Debt in the 2018 Form 10-K for additional detail on the terms of the Company’s Credit Agreement.

Interest and commitment fees associated with the credit facility are accrued based on a borrowing base utilization grid set forth in the Credit Agreement as presented in Note 5 - Long-Term Debt in the Company’s 2018 Form 10-K. At the Company’s election, borrowings under the Credit Agreement may be in the form of Eurodollar, Alternate Base Rate (“ABR”), or Swingline loans. Eurodollar loans accrue interest at the London Interbank Offered Rate, plus the applicable margin from the utilization grid, and ABR and Swingline loans accrue interest at a market-based floating rate, plus the applicable margin from the utilization grid. Commitment fees are accrued on the unused portion of the aggregate lender commitment amount at rates from the utilization grid and are included in the interest expense line item on the accompanying statements of operations.

The following table presents the outstanding balance, total amount of letters of credit outstanding, and available borrowing capacity under the Credit Agreement as of October 24, 2019, September 30, 2019, and December 31, 2018:



	As of October 24, 2019		As of September 30, 2019		As of December 31, 2018
	(in thousands)
Revolving credit facility ⁽¹⁾	$	143,000	$	129,000	$	—
Letters of credit ⁽²⁾	—		—		200
Available borrowing capacity	1,057,000		1,071,000		999,800
Total aggregate lender commitment amount	$	1,200,000	$	1,200,000	$	1,000,000

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⁽¹⁾	Unamortized deferred financing costs attributable to the credit facility are presented as a component of the other noncurrent assets line item on the accompanying balance sheets and totaled $6.3 million and $6.4 million as of September 30, 2019, and December 31, 2018, respectively. These costs are being amortized over the term of the credit facility on a straight-line basis.


⁽²⁾	Letters of credit outstanding reduce the amount available under the credit facility on a dollar-for-dollar basis. The letter of credit outstanding as of December 31, 2018, was released during the three months ended March 31, 2019.

Senior Notes

As of September 30, 2019, the Company’s senior notes consisted of 6.125% Senior Notes due 2022, 5.0% Senior Notes due 2024, 5.625% Senior Notes due 2025, 6.75% Senior Notes due 2026, and 6.625% Senior Notes due 2027 (“2027 Senior Notes”, and all senior notes collectively referred to as the “Senior Notes”). The Senior Notes, net of unamortized deferred financing costs line item on the accompanying balance sheets as of September 30, 2019, and December 31, 2018, consisted of the following:



	As of September 30, 2019						As of December 31, 2018
	Principal Amount		Unamortized Deferred Financing Costs		Principal Amount, Net of Unamortized Deferred Financing Costs		Principal Amount		Unamortized Deferred Financing Costs		Principal Amount, Net of Unamortized Deferred Financing Costs
	(in thousands)
6.125% Senior Notes due 2022	$	476,796	$	3,170	$	473,626	$	476,796	$	3,921	$	472,875
5.0% Senior Notes due 2024	500,000		3,996		496,004		500,000		4,688		495,312
5.625% Senior Notes due 2025	500,000		5,130		494,870		500,000		5,808		494,192
6.75% Senior Notes due 2026	500,000		5,780		494,220		500,000		6,407		493,593
6.625% Senior Notes due 2027	500,000		6,834		493,166		500,000		7,533		492,467
Total	$	2,476,796	$	24,910	$	2,451,886	$	2,476,796	$	28,357	$	2,448,439

The Senior Notes are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt and are senior in right of payment to any future subordinated debt. There are no subsidiary guarantors of the Senior Notes. The Company is subject to certain covenants under the indentures governing the Senior Notes and was in compliance with all such covenants as of September 30, 2019, and through the filing of this report. The Company may redeem some or all of its Senior Notes prior to their maturity at redemption prices based on a premium, plus accrued and unpaid interest as described in the indentures governing the Senior Notes.

On July 16, 2018, the Company redeemed its 6.50% Senior Notes due 2021 (“2021 Senior Notes”) which resulted in the payment of total cash consideration, including accrued interest, of $355.9 million. On August 20, 2018, the Company issued $500.0 million in aggregate principal amount of 2027 Senior Notes, which resulted in the receipt of net proceeds of $492.1 million after deducting fees of $7.9 million, which are being amortized as deferred financing costs over the life of the 2027 Senior Notes. The proceeds received from the issuance of the 2027 Senior Notes were used to fund the cash tender offer and redemption of all of the Company’s 6.50% Senior Notes due 2023 (“2023 Senior Notes”) and a portion of its 2022 Senior Notes during the third quarter of 2018. The Company paid total consideration, including accrued interest, of $497.8 million to complete these transactions. As a result of the redemption of the 2021 Senior Notes, and the cash tender offer and redemption of all of the 2023 Senior Notes and a portion of the 2022 Senior Notes, the Company recorded a combined loss on extinguishment of debt of $26.7 million for the quarter ended September 30, 2018. This amount included combined premiums paid of $20.4 million and $6.3 million of accelerated unamortized deferred financing costs for the redemption. Please refer to Note 5 - Long-Term Debt in Part II, Item 8 of our 2018 Form 10-K for additional discussion.

Senior Convertible Notes

The Company’s senior convertible notes consist of $172.5 million in aggregate principal amount of 1.50% Senior Convertible Notes due July 1, 2021 (the “Senior Convertible Notes”). The Senior Convertible Notes are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt and are senior in right of payment to any future subordinated debt. Please refer to Note 5 - Long-Term Debt in the 2018 Form 10-K for additional detail on the Company’s Senior Convertible Notes and associated capped call transactions.

The Senior Convertible Notes were not convertible at the option of holders as of September 30, 2019, or through the filing of this report. Notwithstanding the inability to convert, the if-converted value of the Senior Convertible Notes as of September 30, 2019, did not exceed the principal amount. The debt discount and debt-related issuance costs are amortized to the principal value of the Senior Convertible Notes as interest expense through the maturity date of July 1, 2021. Interest expense recognized on the Senior Convertible Notes related to the stated interest rate and amortization of the debt discount totaled $2.8 million and $2.6 million for the three months ended September 30, 2019, and 2018, respectively, and totaled $8.2 million and $7.8 million for the nine months ended September 30, 2019, and 2018, respectively.

There have been no changes to the initial net carrying amount of the equity component of the Senior Convertible Notes recorded in additional paid-in capital on the accompanying balance sheets since issuance. The Senior Convertible Notes, net of unamortized discount and deferred financing costs line on the accompanying balance sheets as of September 30, 2019, and December 31, 2018, consisted of the following:



	As of September 30, 2019			As of December 31, 2018
	(in thousands)
Principal amount of Senior Convertible Notes	$	172,500		$	172,500
Unamortized debt discount	(16,012		)	(22,313		)
Unamortized deferred financing costs	(1,605		)	(2,293		)
Senior Convertible Notes, net of unamortized discount and deferred financing costs	$	154,883		$	147,894

The Company is subject to certain covenants under the indenture governing the Senior Convertible Notes and was in compliance with all such covenants as of September 30, 2019, and through the filing of this report.

Capitalized Interest

Capitalized interest costs for the three months ended September 30, 2019, and 2018, were $4.2 million and $5.2 million, respectively, and for the nine months ended September 30, 2019, and 2018, were $14.1 million and $15.7 million, respectively. The amount of interest the Company capitalizes generally fluctuates based on the amount borrowed, the Company’s capital program, and the timing and amount of costs associated with capital projects that are considered in progress.