LONG-TERM DEBT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Long-term debt, net of unamortized discounts and deferred financing costs, consists of the following (in thousands):

	March 31, 2024		December 31, 2023
Outstanding principal balances on Senior Notes:
2026 Senior Notes (5.000%)	$	400,000	$	400,000
2028 Senior Notes (8.375%)	1,350,000		1,350,000
2030 Senior Notes (8.625%)	1,000,000		1,000,000
2031 Senior Notes (8.750%)	1,350,000		1,350,000
Outstanding principal balances on Senior Notes, gross	4,100,000		4,100,000
Less: unamortized discount and deferred financing costs	(62,376)		(64,268)
Outstanding principal balances on Senior Notes, net	4,037,624		4,035,732
Outstanding balance on Credit Facility	400,000		750,000
Long-term debt	4,437,624		4,785,732
Deferred acquisition consideration	525,627		—
Total debt	$	4,963,251	$	4,785,732

Senior Notes

The table below summarizes the face values, interest rates, maturity dates, semi-annual interest payment dates related to our outstanding senior note obligations as of March 31, 2024 (in thousands):

	Interest Rate	Interest Payment Dates	Principal Amount		Maturity Date
2026 Senior Notes	5.000%	April 15, October 15	$	400,000	November 1, 2026
2028 Senior Notes	8.375%	January 1, July 1	1,350,000		July 1, 2028
2030 Senior Notes	8.625%	May 1, November 1	1,000,000		November 1, 2030
2031 Senior Notes	8.750%	January 1, July 1	1,350,000		July 1, 2031

The 2026 Senior Notes, 2028 Senior Notes, 2030 Senior Notes, 2031 Senior Notes, (collectively, 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. The Company may redeem some or all of its Senior Notes prior to their maturity at redemption prices that may include a premium, plus accrued and unpaid interest as described in the indentures governing the Senior Notes. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of our existing subsidiaries and are expected to be guaranteed by certain other future subsidiaries that may be required to guarantee the Senior Notes.

The indentures governing the Senior Notes contain covenants that limit, among other things, our ability and the ability of our subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) create liens securing indebtedness; (iii) pay dividends on or redeem or repurchase stock or subordinated debt; (iv) make specified types of investments and acquisitions; (v) enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; (vi) enter into transactions with affiliates; and (vii) sell assets or merge with other companies. These covenants are subject to a number of important limitations and exceptions. We were in compliance with all covenants and all restricted payment provisions related to our Senior Notes through the filing of this Quarterly Report on Form 10-Q. The indentures governing the Senior Notes also contain customary events of default.

For additional details on our Senior Notes, refer to Note 5 - Long-Term Debt in Item 8. Financial Statements and Supplementary Data included in our 2023 Form 10-K.

Credit Facility

We are party to a reserve-based revolving facility, as the borrower, with JPMorgan Chase Bank, N.A. (“JPMorgan”), as the administrative agent, and a syndicate of financial institutions, as lenders, that has an aggregate maximum commitment amount of $4.0 billion and is set to mature on August 2, 2028 (together with all amendments thereto, the “Credit Facility” or the “Credit Agreement”). As of March 31, 2024, the borrowing base and aggregate elected commitments under the Credit

Agreement were $3.0 billion and $1.85 billion, respectively. The next scheduled borrowing base redetermination date is in May 2024.

Interest and commitment fees associated with the Credit Facility are accrued based on a borrowing base utilization grid set forth in the Credit Agreement. Borrowings under the Credit Facility bear interest at a per annum rate equal to, at our option, either (i) the Alternate Base Rate (“ABR”, for ABR revolving credit loans) plus the applicable margin, or (ii) the term-specific Secured Overnight Financing Rate (“SOFR”) plus the applicable margin. ABR is established as a rate per annum equal to the greatest of (a) the rate of interest publicly announced by JPMorgan as its prime rate, (b) the applicable rate of interest published by the Federal Reserve Bank of New York plus 0.5%, or (c) the term-specific SOFR plus 1.0%, subject to a 1.5% floor plus the applicable margin of 1.0% to 2.0%, based on the utilization of the Credit Facility. Term-specific SOFR is based on one-, three-, or six-month terms as selected by us and is subject to a 0.5% floor plus the applicable margin of 2.0% to 3.0%, based on the utilization of the Credit Facility. Interest on borrowings that bear interest at the SOFR are payable on the last day of the applicable interest period selected by us, and interest on borrowings that bear interest at the ABR are payable quarterly in arrears.

The Credit Facility is guaranteed by all our restricted domestic subsidiaries and is secured by first priority security interests on substantially all assets, including a mortgage on at least 90% of the total value of the proved properties evaluated in the most recently delivered reserve reports prior to the amendment effective date, including any engineering reports relating to the crude oil and natural gas properties of our restricted domestic subsidiaries, subject to customary exceptions.

The Credit Facility contains customary representations and affirmative covenants. The Credit Facility also contains customary negative covenants, which, among other things, and subject to certain exceptions, include restrictions on (i) liens, (ii) indebtedness, guarantees and other obligations, (iii) restrictions in agreements on liens and distributions, (iv) mergers or consolidations, (v) asset sales, (vi) restricted payments, (vii) investments, (viii) affiliate transactions, (ix) change of business, (x) foreign operations or subsidiaries, (xi) name changes, (xii) use of proceeds, letters of credit, (xiii) gas imbalances, (xiv) hedging transactions, (xv) additional subsidiaries, (xvi) changes in fiscal year or fiscal quarter, (xvii) operating leases, (xviii) prepayments of certain debt and other obligations, (xix) sales or discounts of receivables, (xx) dividend payment thresholds, and (xxi) cash balances. 

In addition, we are subject to certain financial covenants under the Credit Facility, as tested on the last day of each fiscal quarter, including, without limitation, (a) permitted net leverage ratio of 3.00 to 1.00 and (b) a current ratio, inclusive of the unused commitments then available to be borrowed, to not be less than 1.00 to 1.00. We were in compliance with all covenants under the Credit Facility as of March 31, 2024 and through the filing of this Quarterly Report on Form 10-Q.

The following table presents the outstanding balance, letters of credit outstanding, and available borrowing capacity under the Credit Facility as of the dates indicated (in thousands):

	May 2, 2024		March 31, 2024		December 31, 2023
Outstanding balance	$	850,000	$	400,000	$	750,000
Letters of credit	2,100		2,100		2,100
Available borrowing capacity	997,900		1,447,900		1,097,900
Total aggregate elected commitments	$	1,850,000	$	1,850,000	$	1,850,000

As of March 31, 2024 and December 31, 2023, the unamortized deferred financing costs associated with the amendments to the Credit Facility were $32.4 million and $34.4 million, respectively. Of the unamortized deferred financing costs, (i) $24.9 million and $26.9 million are presented within other noncurrent assets on the accompanying balance sheets as of March 31, 2024 and December 31, 2023, respectively, and (ii) $7.5 million and $7.5 million are presented within prepaid expenses and other on the accompanying balance sheets as of March 31, 2024 and December 31, 2023, respectively.

Deferred Acquisition Consideration

The Vencer Acquisition included deferred consideration of $550 million in cash to be paid on or before January 3, 2025. We discounted this obligation and recorded $532.3 million as deferred acquisition consideration upon closing and are amortizing the discount to interest expense until the payment is made.

Interest Expense

For the three months ended March 31, 2024 and 2023, we incurred interest expense of $109.8 million and $7.4 million, respectively. Interest expense for the three months ended March 31, 2024 includes $8.6 million related to the amortization of deferred acquisition consideration associated with the Vencer Acquisition.