Long-Term Debt and Notes Payable

6 Months Ended

Jun. 30, 2014

LONG-TERM DEBT AND NOTES PAYABLE

Long-term debt consisted of the following:



(in thousands)	June 30, 2014		December 31, 2013
Energen:
7.40% Medium-term Notes, Series A, due July 24, 2017	$	2,000	$	2,000
7.36% Medium-term Notes, Series A, due July 24, 2017	15,000		15,000
7.23% Medium-term Notes, Series A, due July 28, 2017	2,000		2,000
7.32% Medium-term Notes, Series A, due July 28, 2022	20,000		20,000
7.60% Medium-term Notes, Series A, due July 26, 2027	5,000		5,000
7.35% Medium-term Notes, Series A, due July 28, 2027	10,000		10,000
7.125% Medium-term Notes, Series B, due February 15, 2028	100,000		100,000
4.625% Notes, due September 1, 2021	400,000		400,000
Senior Term Loans, (floating rate interest LIBOR plus 1.625%; 1.775% at June 30, 2014), due September 30, 2014 to December 17, 2017	570,000		600,000
	1,124,000		1,154,000
Less amounts due within one year	570,000		60,000
Less unamortized debt discount	448		459
Total Energen	$	553,552	$	1,093,541
Alagasco:
5.368% Notes, due December 1, 2015	$	80,000	$	80,000
5.20% Notes, due January 15, 2020	40,000		40,000
3.86% Notes, due December 21, 2021	50,000		50,000
5.70% Notes, due January 15, 2035	34,830		34,923
5.90% Notes, due January 15, 2037	45,000		45,000
	249,830		249,923
Less amounts due within one year	50,000		—
Total Alagasco (included in liabilities related to assets held for sale)	$	199,830	$	249,923

The aggregate maturities of Energen’s long-term debt outstanding at June 30, 2014 are as follows:



(in thousands)
Remaining 2014	2015	2016	2017	2018	2019 and thereafter
$570,000	—	—	$19,000	—	$535,000

In December 2013, Energen issued $600 million in Senior Term Loans (Senior Term Loans) with a floating interest rate due March 31, 2014 through December 17, 2017. In conjunction with the pending sale of Alagasco, the Senior Term Loans will be repaid during 2014. In addition, Alagasco’s 3.86 percent Notes, due December 21, 2021 may be required to be repaid upon the sale of Alagasco as specified under certain covenants.

The long-term debt and short-term debt agreements of Energen and Alagasco contain financial and nonfinancial covenants including routine matters such as timely payment of principal and interest, maintenance of corporate existence and restrictions on liens. Although none of the agreements have covenants or events of default based on credit ratings, the interest rates applicable to the Senior Term Loans and the Energen and Alagasco syndicated credit facilities discussed below may adjust based on credit rating changes. All of Energen’s and Alagasco’s debt is unsecured.

Under Energen’s Indenture dated September 1, 1996 with The Bank of New York as Trustee, a cross default provision provides that any debt default of more than $10 million by Energen, Energen Resources or Alagasco will constitute an event of default by Energen. Under Alagasco’s Indenture dated November 1, 1993 with The Bank of New York as Trustee, a cross default provision provides that any debt default by Alagasco of more than $10 million will constitute an event of default by Alagasco. Neither Indenture includes a restriction on the payment of dividends.

Credit Facilities: On October 30, 2012, Energen and Alagasco entered into $1.25 billion and $100 million, respectively, five-year syndicated unsecured credit facilities (syndicated credit facilities) with domestic and foreign lenders. Energen’s obligations under the $1.25 billion syndicated credit facility are unconditionally guaranteed by Energen Resources. The financial covenants of the Energen credit facility limit Energen to a maximum consolidated debt to capitalization ratio of no more than 65 percent as of the end of any fiscal quarter. Energen may not pay dividends during an event of default or if the payment would result in an event of default.

Under the Energen credit facility, a cross default provision provides that any debt default of more than $50 million by Energen, Energen Resources or Alagasco will constitute an event of default by Energen. Under the Alagasco credit facility, a cross default provision provides that any debt default by Alagasco of more than $50 million will constitute an event of default by Alagasco.

Upon an uncured event of default under either of the credit facilities, all amounts owing under the defaulted credit facility, if any, depending on the nature of the event of default will automatically, or may upon notice by the administrative agent or the requisite lenders thereunder, become immediately due and payable and the lenders may terminate their commitments under the defaulted facility. Energen and Alagasco were in compliance with the terms of their respective credit facilities as of June 30, 2014.

The following is a summary of information relating to Energen’s credit facility:



(in thousands)	June 30, 2014			December 31, 2013
Energen notes payable to banks	$	669,000		$	489,000
Available for borrowings	581,000			761,000
Total Energen	$	1,250,000		$	1,250,000
Energen maximum amount outstanding at any month-end	$	669,000		$	901,000
Energen average daily amount outstanding	$	576,486		$	804,895
Energen weighted average interest rates based on:
Average daily amount outstanding	1.42		%	1.38		%
Amount outstanding at period-end	1.40		%	1.32		%

Energen’s interest expense was $8.0 million and $15.9 million for the three months and six months ended June 30, 2014, respectively. Interest expense for Energen was $10.2 million and $20.1 million for the three months and six months ended June 30, 2013, respectively. For the three months and six months ended June 30, 2014, Energen’s total interest expense included capitalized interest of $37,000. Energen’s total interest expense for the three months and six months ended June 30, 2013 included capitalized interest expense of $34,000 and $0.2 million. At June 30, 2014, Energen paid commitment fees on the unused portion of available credit facilities of 25 basis points per annum. See Note 1, Organization and Basis of Presentation, for further information regarding interest on debt required to be extinguished, associated with the pending sale of Alagasco, which was classified to discontinued operations.

Alabama Gas Corporation

Debt Instrument [Line Items]

Long-Term Debt and Notes Payable

LONG-TERM DEBT AND NOTES PAYABLE

Long-term debt consisted of the following:



(in thousands)	June 30, 2014		December 31, 2013
5.368% Notes, due December 1, 2015	$	80,000	$	80,000
5.20% Notes, due January 15, 2020	40,000		40,000
3.86% Notes, due December 21, 2021	50,000		50,000
5.70% Notes, due January 15, 2035	34,830		34,923
5.90% Notes, due January 15, 2037	45,000		45,000
	249,830		249,923
Less amounts due within one year	50,000		—
Total	$	199,830	$	249,923

The aggregate maturities of Alagasco’s long-term debt outstanding at June 30, 2014 are as follows:



(in thousands)
Remaining 2014	2015	2016	2017	2018	2019 and thereafter
$50,000	$80,000	—	—	—	$119,830

Alagasco’s 3.86 percent Notes due December 21, 2021 may be required to be repaid upon the sale of Alagasco as specified under certain covenants.

The long-term debt and short-term debt agreements of Alagasco contain financial and nonfinancial covenants including routine matters such as timely payment of principal and interest, maintenance of corporate existence and restrictions on liens. Although none of the agreements have covenants or events of default based on credit ratings, the interest rates applicable to the Alagasco syndicated credit facility discussed below may adjust based on credit rating changes. All of Alagasco’s debt is unsecured.

Under Alagasco’s Indenture dated November 1, 1993 with The Bank of New York as Trustee, a cross default provision provides that any debt default by Alagasco of more than $10 million will constitute an event of default by Alagasco. The Indenture does not include a restriction on the payment of dividends.

Alagasco Credit Facility: On October 30, 2012, Alagasco entered into a $100 million five-year syndicated unsecured credit facility (syndicated credit facility) with domestic and foreign lenders. Borrowings under the credit facility are subject to the execution of individual note agreements each with maturity dates of less than one year. Accordingly, outstanding amounts due under the credit facility are classified as short term obligations in the accompanying financial statements. Alagasco has been authorized by the APSC to borrow up to $200 million at any one time under the short-term credit facility.

The financial covenants of the Alagasco credit facility limit Alagasco to a maximum consolidated debt to capitalization ratio of no more than 65 percent as of the end of any fiscal quarter. Alagasco may not pay dividends during an event of default or if the payment would result in an event of default. Also under the credit facility, a cross default provision provides that any debt default by Alagasco of more than $50 million will constitute an event of default by Alagasco.

Upon an uncured event of default under the credit facility, all amounts owing under the defaulted credit facility, if any, depending on the nature of the event of default will automatically, or may upon notice by the administrative agent or the requisite lenders thereunder, become immediately due and payable and the lenders may terminate their commitments under the defaulted facility. Alagasco was in compliance with the terms of its credit facility as of June 30, 2014.

The following is a summary of information relating to the credit facility:



(in thousands)	June 30, 2014			December 31, 2013
Notes payable to banks	$	—		$	50,000
Available for borrowings	100,000			50,000
Total	$	100,000		$	100,000
Alagasco maximum amount outstanding at any month-end	$	55,000		$	75,000
Alagasco average daily amount outstanding	$	17,956		$	35,027
Alagasco weighted average interest rates based on:
Average daily amount outstanding	1.28		%	1.12		%
Amount outstanding at period-end	—		%	1.26		%

Total interest expense for Alagasco was $3.7 million and $7.7 million for the three months and six months ended June 30, 2014, respectively. Alagasco’s total interest expense was $3.8 million and $7.9 million for the three months and six months ended June 30, 2013, respectively. At June 30, 2014, Alagasco paid commitment fees on the unused portion of available credit facilities of 15 basis points per annum.