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Debt
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt

Note 7 — Debt

A summary of the detail comprising the Company’s debt and the related book values for the respective periods presented is as follows (in thousands): 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

11.00% Second-Priority Senior Secured Notes – due April 2022

 

$

347,254

 

 

$

390,868

 

7.50% Senior Notes – due May 2022

 

 

6,060

 

 

 

6,060

 

Bank Credit Facility – matures May 2022

 

 

640,000

 

 

 

350,000

 

Total debt, before discount and deferred financing cost

 

 

993,314

 

 

 

746,928

 

Discount and deferred financing cost

 

 

(7,802

)

 

 

(13,947

)

Total debt, net of discount and deferred financing costs

 

$

985,512

 

 

$

732,981

 

 

11.00% Second-Priority Senior Secured Notes – due April 2022

The 11.00% Notes were issued pursuant to an indenture dated May 10, 2018, between Talos Production Inc. (formerly Talos Production LLC) and Talos Production Finance Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 11.00% Notes mature April 3, 2022 and have interest payable semi-annually each April 15 and October 15. Prior to May 10, 2021, the Company may, at its option, redeem all or a portion of the 11.00% Notes at 102.75% of the principal amount plus accrued and unpaid interest. Thereafter, the Company may redeem all or a portion of the 11.00% Notes at redemption prices decreasing annually from May 10 at 102.75% to 100.0% plus accrued and unpaid interest.

The indenture governing the 11.00% Notes applies certain limitations on the Company’s ability and the ability of its subsidiaries to, among other things, (i) incur additional indebtedness or issue certain preferred shares; (ii) pay dividends and make certain other restricted payments; (iii) create restrictions on the payment of dividends or other distributions to the Company from its restricted subsidiaries; (iv) create liens on certain assets to secure debt; (v) make certain investments; (vi) engage in sales of assets and subsidiary stock; (vii) transfer all or substantially all of its assets or enter into merger or consolidation transactions; and (viii) engage in transactions with affiliates. The 11.00% Notes contain customary quarterly and annual reporting, financial and administrative covenants. The Company was in compliance with all debt covenants at December 31, 2020.

On June 15, 2020, the Company entered into an exchange agreement pursuant to which the Company agreed to exchange $37.2 million aggregate principal amount of the 11.00% Notes from certain holders in exchange for 3.1 million shares of the Company’s common stock plus cash in an amount equal to accrued interest up to the June 18, 2020 settlement date. Additionally, during the year ended December 31, 2020, the Company repurchased $6.4 million of the 11.00% Notes. The exchange agreement and debt repurchases resulted in a gain on extinguishment of debt for the year ended December 31, 2020 of $1.7 million, which is presented as “Other income (expense)” on the Consolidated Statements of Operations.

7.50% Senior Notes – due May 2022

The 7.50% Notes represent the remaining $6.1 million of long-term debt assumed in the Stone Combination that were not exchanged for 11.00% Notes pursuant to the exchange offer and consent solicitation, and thus remain outstanding. As a result of the exchange offer and consent solicitation, substantially all of the restrictive covenants relating to the 7.50% Notes have been removed and collateral securing the 7.50% Notes has been released. The 7.50% Notes mature May 31, 2022 and have interest payable semi-annually each May 31 and November 30. Prior to May 31, 2021, the Company may, at its option, redeem all of the 7.50% Notes at 105.63% of the principal amount plus accrued and unpaid interest. Thereafter, the Company may redeem all or a portion of the 7.50% Notes at redemption prices decreasing annually at May 31 from 105.63% to 100.0% plus accrued and unpaid interest.

Bank Credit Facility – matures May 2022

The Company and Talos Production Inc. maintain a Bank Credit Facility with a syndicate of financial institutions, with a borrowing base of $985.0 million as of December 31, 2020. The Bank Credit Facility matures on May 10, 2022, provided that the Bank Credit Facility mandates a springing maturity that is 120 days prior to the maturity date of the 11.00% Notes (such 120 days prior being December 4, 2021), if greater than $25.0 million of the 11.00% Notes or any permitted refinancing indebtedness in respect thereof is outstanding on such date.

The Bank Credit Facility bears interest based on the borrowing base usage, at the applicable London InterBank Offered Rate, plus applicable margins ranging from 3.00% to 4.00% or an alternate base rate, based on the federal funds effective rate plus applicable margins ranging from 2.00% to 3.00%. In addition, the Company is obligated to pay a commitment fee of 0.50% on the unutilized portion of the commitments. The Bank Credit Facility has certain debt covenants, the most restrictive of which is that the Company must maintain a total debt to EBITDAX Ratio (as defined in the Bank Credit Facility) of no greater than 3.00 to 1.00 calculated each quarter utilizing the most recent twelve months to determine EBITDAX. The Company must also maintain a current ratio no less than 1.00 to 1.00 each quarter. According to the Bank Credit Facility, unutilized commitments are included in current assets in the current ratio calculation. The Bank Credit Facility is secured by substantially all of the oil and natural gas assets of the Company. The Bank Credit Facility is fully and unconditionally guaranteed by the Company and certain of its wholly-owned subsidiaries.

The Bank Credit Facility provides for determination of the borrowing base based on the Company’s proved producing reserves and a portion of our PUD reserves. The borrowing base is redetermined by the lenders at least semi-annually during the second quarter and fourth quarter each year. Upon closing of the ILX and Castex Acquisition on February 28, 2020, the maximum borrowing base and commitments were increased from $950.0 million to $1.15 billion. On June 19, 2020, the borrowing base was redetermined by the lenders and decreased from $1.15 billion to $985.0 million. The redetermination on June 19, 2020 also required certain lender approval to access the last $25.0 million of the borrowing base. On December 7, 2020, the borrowing base was reaffirmed at $985.0 million.

As of December 31, 2020, no more than $200.0 million of the Company’s borrowing base can be used as letters of credit. The amount the Company is able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Bank Credit Facility. The Company was in compliance with all debt covenants at December 31, 2020. As of December 31, 2020, the Company had $640.0 million of outstanding borrowings and $13.6 million in letters of credit issued under the Bank Credit Facility.

Subsequent Events

Issuance of 12.00% Second-Priority Senior Notes – due January 2026 — On January 4, 2021, the Company issued $500.0 million in aggregate principal amount of 12.00% Second-Priority Senior Secured Notes due January 2026 (the “12.00% Notes”). The 12.00% Notes were issued pursuant to an indenture dated January 4, 2021 between Talos Energy Inc., Talos Production Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 12.00% Notes have interest payable semi-annually each January 15 and July 15, commencing on July 15, 2021. At any time prior to January 15, 2023, the Company may redeem up to 40% of the principal amount of 12.00% Senior Notes at a redemption rate of 112.00% of the principal amount plus accrued and unpaid interest. Thereafter, the Company may redeem all or a portion of the 12.00% Notes decreasing annually at 106.00% to 100.00%.

On January 14, 2021, the Company issued $150.0 million in aggregate principal amount of the 12.00% Notes pursuant to the first supplemental indenture dated January 14, 2021. The $150.0 million and $500.0 million in 12.00% Notes rank pari passu in right of payment and constitute a single class of securities for all purposes under the indenture. The issuances of 12.00% Notes on January 4, 2021 and January 14, 2021 resulted in $600.5 million in gross proceeds.

Redemption of 11.00% Second-Priority Senior Secured Notes – due April 2022 — On January 13, 2021, the Company redeemed $347.3 million aggregate principal amount of the 11.00% Notes using the proceeds from the issuance of 12.00% Notes.

As result of the issuances of the 12.00% Notes exceeding $550.0 million, the Bank Credit Facility borrowing base was reduced from $985.0 million to $960.0 million under the terms of the Bank Credit Facility. Additionally, the redemption of the 11.00% Notes eliminated the Bank Credit Facility mandated springing maturity that was 120 days prior to the maturity date of the 11.00% Notes, if greater than $25.0 million of the 11.00% Notes are outstanding.

Bank Credit Facility – matures May 2022 — On January 14, 2021, the borrowing base was reduced from $985.0 million to $960.0 million per the terms of the credit facility as a result of the additional indebtedness from the 12.00% Notes. Additionally, during January 2021, the Company repaid $175.0 million of outstanding borrowings under the Bank Credit Facility. Inclusive of the $25.0 million reduction to the borrowing base and $175.0 million repayment, the Company had $465.0 million of outstanding borrowings and $13.6 million in letters of credit issued under the $960.0 million borrowing base.