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Long-Term Debt
6 Months Ended
Jun. 30, 2012
Debt Disclosure [Abstract]  
Long-Term Debt

Note 3. Long-Term Debt

 

The following table shows the components of our long-term debt:

    June 30, December 31,
In thousands 2012 2011
Bank Credit Facility $ 520,000 $ 385,000
9½% Senior Subordinated Notes due 2016, including premium of $10,486 and $11,854, respectively   235,406   236,774
9¾% Senior Subordinated Notes due 2016, including discount of $15,711 and $17,854, respectively   410,639   408,496
8¼% Senior Subordinated Notes due 2020   996,273   996,273
6⅜% Senior Subordinated Notes due 2021   400,000   400,000
Other Subordinated Notes, including premium of $29 and $33, respectively   3,835   3,840
NEJD Pipeline financing   161,707   163,677
Free State Pipeline financing   78,878   79,597
Capital lease obligations   171,500   4,388
 Total   2,978,238   2,678,045
  Less current obligations   (36,168)   (8,316)
 Long-term debt and capital lease obligations $ 2,942,070 $ 2,669,729

The parent company, Denbury Resources Inc. (“DRI”), is the sole issuer of all of our outstanding senior subordinated notes. DRI has no independent assets or operations. Certain of DRI's subsidiaries guarantee our debt, and each such subsidiary guarantor is 100% owned by DRI; and the guarantees are full and unconditional and joint and several obligations of the subsidiary guarantors; any subsidiaries of DRI other than the subsidiary guarantors are minor subsidiaries.

 

Bank Credit Facility

 

In March 2010, we entered into a $1.6 billion revolving credit agreement with JPMorgan Chase Bank, N.A. as administrative agent, and other lenders party thereto (as amended the “Bank Credit Agreement”). Availability under the Bank Credit Agreement is subject to a borrowing base, which is redetermined semi-annually on or prior to May 1 and November 1 of each year, and is subject to requested special redeterminations. The borrowing base is adjusted at the banks' discretion and is based in part upon certain external factors over which we have no control. The weighted average interest rate on borrowings under the credit facility, evidenced by the Bank Credit Agreement (the “Bank Credit Facility”) was 2.0% for the six months ended June 30, 2012. We incur a commitment fee on the unused portion of the Bank Credit Facility of either 0.375% or 0.5%, based on the ratio of outstanding borrowings under the Bank Credit Facility to the borrowing base. The Bank Credit Agreement is scheduled to mature in May 2016.

 

In April 2012, we entered into the Seventh Amendment to the Bank Credit Agreement (the “Seventh Amendment”). Under the Seventh Amendment, we increased the amount of additional permitted subordinated debt (other than refinancing debt) from $300.0 million to $650.0 million. At the same time, the banks reaffirmed Denbury's borrowing base of $1.6 billion under the Bank Credit Facility until the next redetermination, which is scheduled to occur on or around November 1, 2012.

 

In July 2012, we entered into the Eighth Amendment to the Bank Credit Agreement (the “Eighth Amendment”). The Bank Credit Agreement permits the Company to incur capital lease obligations in an aggregate amount outstanding at any time not to exceed $300 million. The Bank Credit Agreement permits the Company to incur up to $40 million of other unsecured debt, and prior to the effectiveness of the Eighth Amendment capital leases would have been captured in this permitted debt basket. The Bank Credit Agreement was amended concurrent with the Company's change in classification of equipment leases from operating to capital in the second quarter of 2012 (see Capital Leases below), and the Eighth Amendment included the granting by the lenders of a waiver of any applicable violations of the provisions of the Bank Credit Agreement resulting from such correction and the Company's recording of its equipment leases as long-term debt.

 

6⅜% Senior Subordinated Notes due 2021

 

In February 2011, we issued $400.0 million of 6⅜% Senior Subordinated Notes due 2021 (“2021 Notes”). The 2021 Notes, which carry a coupon rate of 6.375%, were sold at par. The net proceeds of $393.0 million were used to repurchase a portion of our outstanding 2013 Notes and 2015 Notes (see Redemption of our 2013 and 2015 Notes below).

Redemption of our 2013 and 2015 Notes

 

Pursuant to cash tender offers, during March 2011, we repurchased $169.6 million in principal of our 7½% Senior Subordinated Notes due 2013 (“2013 Notes”) at 100.625% of par, and $220.9 million in principal of our 7½% Senior Subordinated Notes due 2015 (“2015 Notes”) at 104.125% of par. We called the remaining 2013 Notes and 2015 Notes, repurchasing all of the remaining outstanding 2015 Notes ($79.1 million) at 103.75% of par on March 21, 2011 and all of the remaining outstanding 2013 Notes ($55.4 million) at par on April 1, 2011. We recognized a $0.3 million and $16.1 million loss during the three and six months ended June 30, 2011, respectively, associated with the debt repurchases, which are included in our Unaudited Condensed Consolidated Statements of Operations under the caption “Loss on early extinguishment of debt.

Capital Lease Obligations

 

During the second quarter of 2012, the Company corrected the accounting for its equipment leases from operating leases to capital leases to comply with ASC Topic 840, Leases as a result of the consideration of nonperformance-related default covenants included in its equipment lease agreements. The Company recorded a cumulative adjustment to establish the capital lease assets as “Other property and equipment” ($155.6 million) and the capital lease obligations as “Long-term debt” ($138.9 million) and “Current maturities of long-term debt” ($25.1 million) on the accompanying Unaudited Condensed Consolidated Balance Sheets. The Company also recognized the cumulative pre-tax impact of $8.4 million ($5.2 million after tax) as “Other expenses” on the accompanying Unaudited Condensed Consolidated Statements of Operations. Because the amounts involved were not material to the Company's financial statements in any individual prior period, and the cumulative impact is not material to the estimated results of operations for the year ending December 31, 2012, the Company recorded the cumulative effect of correcting these items during the three months ended June 30, 2012.