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
	September 30, 2015				December 31, 2014
	Principal		Unamortized Issuance Costs		Principal		Unamortized Issuance Costs
Revolving credit facility ¹	$	140,000			$	35,000
Senior notes due 2019	300,000		$	3,510	300,000		$	4,131
Senior notes due 2020	775,000		18,128		775,000		20,440
Totals	1,215,000		$	21,638	1,110,000		$	24,571
Long-term debt, net of unamortized issuance costs	$	1,193,362			$	1,085,429

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¹ Issuance costs attributable to the Revolver, which represent costs attributable to the access to credit over the Revolver’s contractual term, are presented as a component of Other assets (see Note 10) in accordance with ASU 2015-15.

Revolving Credit Facility

Subsequent to the sale of our East Texas assets in August 2015, the commitment and borrowing base under the Revolver were reduced to $395 million from $425 million. In addition to the outstanding borrowings, we had letters of credit of $1.8 million outstanding as of September 30, 2015. As of September 30, 2015, our available borrowing capacity under the Revolver was $253.2 million.

In November 2015 in connection with the semi-annual redetermination, our lenders decreased their aggregate total commitment and borrowing base under the Revolver to $275 million due primarily to depressed commodity prices and our reduced capital program. The Revolver 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 next semi-annual redetermination is scheduled for May 2016. Revolver borrowings may be used for general purposes, including working capital, capital expenditures and acquisitions. The Revolver matures in September 2017.

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 September 30, 2015, the actual interest rate on the outstanding borrowings under the Revolver was 2.0000%, which is derived from an Adjusted LIBOR rate of 0.2500% 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 September 30, 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.

In order to borrow under the Revolver, we must make certain representations and warranties to our bank lenders at the time of each borrowing, including a representation relating to our solvency. If we are unable to make these representations and warranties, we would be unable to borrow under the Revolver, absent a waiver. We will not be able to give the solvency representation if at the time we desire to make a future borrowing we are unable to determine that the fair market value of our assets exceeds the face amount of our liabilities.

The Revolver includes current ratio, leverage ratio and credit exposure financial covenants. Under the current ratio covenant, the ratio of current assets to current liabilities as of the last day of any fiscal quarter may not be less than 1.0 to 1.0. Current assets and current liabilities attributable to derivative instruments are excluded. In addition, current assets include the amount of any unused commitment under the Revolver. Under the leverage ratio covenant, the ratio of total debt to EBITDAX, 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, we are precluded from the payment of cash dividends on our outstanding convertible preferred stock if the leverage ratio for the preceding four quarters exceeds 5.0 to 1.0. Under the credit exposure covenant, the ratio of credit exposure to EBITDAX, 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, including any outstanding letters of credit.

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% which is 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 of 103.625% of the principal amount and reducing to 100% in April 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 8.50% 2020 Senior Notes due 2020 (the “2020 Senior Notes”), which were issued at par in April 2013, bear interest at an annual rate of 8.50% which is payable on May 1 and November 1 of each year. Beginning in May 2017, we may redeem all or part of the 2020 Senior Notes at a redemption price of 104.250% of the principal amount and reducing to 100% in May 2019 and thereafter. 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 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.