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Long-Term Debt
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt
The following table summarizes our long-term debt as of the dates presented giving effect to the adoption of ASU 2015–03:
 
As of
 
March 31, 2015
 
December 31, 2014
 
Principal
 
Unamortized Issuance Costs
 
Principal
 
Unamortized Issuance Costs
Revolving credit facility
$
162,000

 
$
1,476

 
$
35,000

 
$
1,623

Senior notes due 2019
300,000

 
3,928

 
300,000

 
4,131

Senior notes due 2020
775,000

 
19,686

 
775,000

 
20,440

Totals
1,237,000

 
$
25,090

 
1,110,000

 
$
26,194

Long-term debt, net of unamortized issuance costs
$
1,211,910

 
 
 
$
1,083,806

 
 

Revolving Credit Facility
In May 2015, in connection with our regular semi-annual redetermination, the Revolver was amended to decrease the revolving commitment to $425 million from $450 million and to decrease the borrowing base to $425 million from $500 million. The decrease was due primarily to substantial declines in commodity prices partially offset by development of proved undeveloped locations. The next semi-annual redetermination is scheduled for November 2015. The Revolver has an accordion feature that allows us to increase the commitment by up to an additional $175 million upon receiving additional commitments from one or more lenders. The Revolver also includes a $20 million sublimit for the issuance of letters of credit. The Revolver is governed by a borrowing base calculation, which is re-determined semi-annually, and the availability under the Revolver may not exceed the lesser of the aggregate commitments and the borrowing base. The Revolver allows for the administrative agent to replace any lender who fails to approve a borrowing base increase approved by lenders representing two-thirds of the aggregate commitment. The Revolver is available to us for general purposes, including working capital, capital expenditures and acquisitions. The Revolver matures in September 2017. We had letters of credit of $1.8 million outstanding as of March 31, 2015. As of March 31, 2015, our available borrowing capacity under the Revolver was $286.2 million before giving effect to the reduced commitment and borrowing base.
Borrowings under the Revolver bear interest, at our option, at either (i) a rate derived from the London Interbank Offered Rate, as adjusted for statutory reserve requirements for Eurocurrency liabilities (“Adjusted LIBOR”), plus an applicable margin (ranging from 1.500% to 2.500%) or (ii) the greater of (a) the prime rate, (b) the federal funds effective rate plus 0.5% or (c) the one-month Adjusted LIBOR plus 1.0%, plus, in each case, an applicable margin (ranging from 0.500% to 1.500%). The applicable margin is determined based on the ratio of our outstanding borrowings to the available Revolver capacity. As of March 31, 2015, the actual interest rate on the outstanding borrowings under the Revolver was 1.9375%, which is derived from an Adjusted LIBOR rate of 0.1875% plus an applicable margin of 1.75%. Commitment fees are charged at 0.375% to 0.500% on the undrawn portion of the Revolver depending on our ratio of outstanding borrowings to the available Revolver capacity. As of March 31, 2015, commitment fees were being charged at a rate of 0.375%.
The Revolver is guaranteed by Penn Virginia and all of our material subsidiaries (the “Guarantor Subsidiaries”). The obligations under the Revolver are secured by a first priority lien on substantially all of our proved oil and gas reserves and a pledge of the equity interests in the Guarantor Subsidiaries.
The Revolver includes both current ratio and leverage ratio financial covenants. The current ratio is defined in the Revolver to include, among other things, adjustments for undrawn availability and may not be less than 1.0 to 1.0. In May 2015, the Revolver was amended to increase the leverage ratio, defined in the Revolver as the ratio of total debt to EBITDAX, that, for any four consecutive quarters, may not exceed 4.75 to 1.0 through March 31, 2016; 5.25 to 1.0 through June 30, 2016; 5.50 to 1.0 through December 31, 2016; 4.50 to 1.0 through March 31, 2017; and 4.0 to 1.0 through maturity in September 2017. Furthermore, the amendment precludes the payment of cash dividends on our outstanding convertible preferred stock if the total debt to EBITDAX ratio exceeds 5.0 to 1.0. In addition, the Revolver was amended to require a credit exposure leverage covenant, defined in the Revolver as the ratio of credit exposure to EBITDAX, that, for any four consecutive quarters ending on or prior to March 31, 2017, may not exceed 2.75 to 1.0. Credit exposure consists of all outstanding borrowings under the Revolver plus any outstanding letters of credits.
2019 Senior Notes
Our 7.25% Senior Notes due 2019 (the “2019 Senior Notes”), which were issued at par in April 2011, bear interest at an annual rate of 7.25% payable on April 15 and October 15 of each year. We may redeem all or part of the 2019 Senior Notes at a redemption price starting at 103.625% of the principal amount and reducing to 100% in June 2017 and thereafter. The 2019 Senior Notes are senior to our existing and future subordinated indebtedness and are subordinated to our secured indebtedness, including the Revolver, to the extent of the collateral securing that indebtedness. The obligations under the 2019 Senior Notes are fully and unconditionally guaranteed by the Guarantor Subsidiaries.
2020 Senior Notes
Our 2020 Senior Notes due 2020 (the “2020 Senior Notes”), which were issued at par in April 2013, bear interest at an annual rate of 8.5% payable on May 1 and November 1 of each year. The 2020 Senior Notes are senior to our existing and future subordinated indebtedness and are subordinated to our secured indebtedness, including the Revolver, to the extent of the collateral securing that indebtedness. The obligations under the 2020 Senior Notes are fully and unconditionally guaranteed by the Guarantor Subsidiaries.
Guarantees
The guarantees provided by Penn Virginia, which is the parent company, and the Guarantor Subsidiaries under the Revolver and the 2019 Senior Notes and 2020 Senior Notes are full and unconditional and joint and several. Substantially all of our consolidated assets are held by the Guarantor Subsidiaries. The parent company and its non-guarantor subsidiaries have no material independent assets or operations. There are no significant restrictions on the ability of the parent company to obtain funds from the Guarantor Subsidiaries through dividends, advances or loans.