XML 39 R12.htm IDEA: XBRL DOCUMENT v3.3.0.814
Long-Term Debt
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt
On August 19, 2010, the Company issued $150 million in principal amount of its 10% Senior Notes due 2017 (the “Existing Notes”). On July 3, 2013, the Company issued an additional $200 million in principal amount of its 10% Senior Notes due 2017 (the "New Notes" and together with the Existing Notes, the "Notes"). The New Notes were issued at a price equal to 100% of face value plus accrued interest from March 1, 2013 and are substantially identical to the Existing Notes. The Notes are guaranteed by certain of PetroQuest's subsidiaries. The subsidiary guarantors are 100% owned by PetroQuest and all guarantees are full and unconditional and joint and several. PetroQuest has no independent assets or operations and the subsidiaries not providing guarantees are minor, as defined by the rules of the Securities and Exchange Commission.
The Notes have numerous covenants including restrictions on liens, incurrence of indebtedness, asset sales, dividend payments and other restricted payments. Interest is payable semi-annually on March 1 and September 1. At September 30, 2015, $2.9 million had been accrued in connection with the March 1, 2016 interest payment and the Company was in compliance with all of the covenants contained in the Notes. Pursuant to the asset sale covenant of the Notes, if the Company does not use certain of the proceeds of the Woodford and Mississippian Lime divestiture to repay senior indebtedness or to acquire additional assets or make capital expenditures in the oil and gas business within one year of the divestiture, the Company will be required to use such proceeds to make an offer to the holders of the Notes to repurchase the Notes at a purchase price of 100% of their principal amount, without premium, plus accrued but unpaid interest.
The Company and PetroQuest Energy, L.L.C. (the “Borrower”) have a Credit Agreement (as amended, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Capital One, N.A., IberiaBank, Bank of America, N.A. and The Bank of Nova Scotia. The Credit Agreement provides the Company with a $300 million revolving credit facility that permits borrowings based on the commitments of the lenders and the available borrowing base as determined in accordance with the Credit Agreement. The Credit Agreement also allows the Company to use up to $25 million of the borrowing base for letters of credit. The credit facility matures on the earlier of June 4, 2020 or February 19, 2017 if any portion of the Company’s 10% Senior Notes due 2017 remains outstanding as of such date which has not been refinanced with either permitted refinancing debt or permitted second lien debt with a maturity date no earlier than 180 days after June 4, 2020, all as defined in the Credit Agreement. As of September 30, 2015 the Company had no borrowings outstanding under (and no letters of credit issued pursuant to) the Credit Agreement.
The borrowing base under the Credit Agreement is based upon the valuation of the reserves attributable to the Company’s oil and gas properties as of January 1 and July 1 of each year. In connection with the most recent redetermination, the borrowing base was reduced to $55 million (subject to the aggregate commitments of the lenders then in effect) effective September 8, 2015. The aggregate commitments of the lenders is currently $55 million. The next scheduled borrowing base redetermination is scheduled to occur by December 1, 2015. The Company or the lenders may request two additional borrowing base re-determinations each year. Each time the borrowing base is to be re-determined, the administrative agent under the Credit Agreement will propose a new borrowing base as it deems appropriate in its sole discretion, which must be approved by all lenders if the borrowing base is to be increased, or by lenders holding two-thirds of the amounts outstanding under the Credit Agreement if the borrowing base remains the same or is reduced.
The Credit Agreement is secured by a first priority lien on substantially all of the assets of the Company and its subsidiaries, including a lien on all equipment and at least 90% of the aggregate total value of the Borrower’s oil and gas properties. Outstanding balances under the Credit Agreement bear interest at the alternate base rate (“ABR”) plus a margin (based on a sliding scale of 0.75% to 1.75% depending on total commitments) or the adjusted LIBO rate (“Eurodollar”) plus a margin (based on a sliding scale of 1.75% to 2.75% depending on total commitments). The alternate base rate is equal to the highest of (i) the JPMorgan Chase prime rate, (ii) the Federal Funds Effective Rate plus 0.5% or (iii) the adjusted LIBO rate (subject to a floor of 0.0%) plus 1%.  For the purposes of the definition of alternate base rate only, the adjusted LIBO rate for any day is based on the LIBO Rate at approximately 11:00 a.m. London time on such day. For all other purposes, the adjusted LIBO rate is equal to the rate at which Eurodollar deposits in the London interbank market for one, two, three or six months (as selected by the Company) are quoted, as adjusted for statutory reserve requirements for Eurocurrency liabilities. Outstanding letters of credit are charged a participation fee at a per annum rate equal to the margin applicable to Eurodollar loans, a fronting fee and customary administrative fees. In addition, the Company pays commitment fees based on a sliding scale of 0.375% to 0.5% depending on total commitments.
The Company and its subsidiaries are subject to certain restrictive financial covenants under the Credit Agreement, including (i) a maximum ratio of total debt to EBITDAX, determined on a rolling four quarter basis, of (a) 4.0 to 1.0 as of the last day of the fiscal quarter ending September 30, 2015, with the amount of total debt for such quarterly period reduced by the amount of unencumbered and unrestricted net cash proceeds actually received by the Company from the Sold Assets (such reduction amount not to exceed $130,000,000), (b) if the Company has unused availability greater than or equal to 75% of the aggregate commitments of the Lenders at all times during the consecutive three month period prior to and including the date of each fiscal quarter end, the maximum ratio of total debt to EBITDAX is 4.5 to 1.0 as of the last day of the fiscal quarters ending December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016, and 4.25 to 1.0 as of the last day of the fiscal quarter ending December 31, 2016, with in each case the amount of total debt for such quarterly period reduced by the amount of unencumbered and unrestricted cash of the Company, (c) if the Company has unused availability of less than 75% of the aggregate commitments of the Lenders at any time during the consecutive three month period prior to and including the date of calculating the ratio, the maximum ratio of total debt to EBITDAX will be 5.75 to 1.0 as of the last day of the fiscal quarters ending December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016 and 5.25 to 1.0 as of the last day of the fiscal quarter ending December 31, 2016, and (d) 5.0 to 1.0 as of the last day of any fiscal quarter ending on or after March 31, 2017 and (ii) a minimum ratio of consolidated current assets to consolidated current liabilities of 1.0 to 1.0, all as defined in the Credit Agreement.
The Credit Agreement also includes customary restrictions with respect to debt, liens, dividends, distributions and redemptions, investments, loans and advances, nature of business, international operations and foreign subsidiaries, leases, sale or discount of receivables, mergers or consolidations, sales of properties, transactions with affiliates, negative pledge agreements, gas imbalances and swap agreements. However, the Credit Agreement permits the Company to repurchase up to $10 million of the Company’s common stock during the term of the Credit Agreement, so long as after giving effect to such repurchase the Borrower’s Liquidity (as defined therein) is greater than 20% of the total commitments of the lenders at such time. As of September 30, 2015, the Company was in compliance with all such covenants contained in the Credit Agreement.