Tellurian Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Borrowings

Borrowings

6 Months Ended

Jun. 30, 2019

NOTE 7 — BORROWINGS



		June 30, 2019				December 31, 2018
	Maturity	Interest Rate	Amount			Interest Rate	Amount
2019 Term Loan	May 2020 ⁽¹⁾	12% ⁽²⁾	$	70,020		—	$	—
2018 Term Loan	September 2021	5%-8% + LIBOR ⁽³⁾	60,000			5%-8% + LIBOR ⁽³⁾	60,000
Unamortized deferred financing costs, discounts and fees			(15,785		)		(2,952		)
Total borrowings			$	114,235			$	57,048

⁽¹⁾ Subject to two, six-month extensions, if specific criteria are met.

⁽²⁾ Of this amount, we may defer up to 4% each quarter as paid-in-kind interest.

⁽³⁾ The applicable margin is 5% through the end of the first year from September 28, 2018 (the “Closing Date”), 7% through the end of the second year following the Closing Date and 8% thereafter.

As of June 30, 2019, the Company is in compliance with all covenants under its two credit agreements. Refer to Note 5, Financial Instruments, for details of hedging transactions, as of and for the period ended June 30, 2019, entered into as required by the 2018 Term Loan.

Short-term Borrowings — 2019 Term Loan

On May 23, 2019, Driftwood Holdings LP , a wholly owned subsidiary (“Driftwood Holdings”), entered into a senior secured term loan agreement (the “2019 Term Loan) to borrow an aggregate principal amount of $60.0 million. Fees associated with entering into the 2019 Term Loan of approximately $2.2 million have been capitalized as deferred financing costs.

Borrowings under the 2019 Term Loan bear a fixed annual interest rate of 12%, of which 4% Driftwood Holdings may add to the outstanding principal as paid-in-kind interest at the end of each reporting period. This election was made for the current reporting period, which resulted in adding approximately $0.2 million to the outstanding principal of the 2019 Term Loan. The 2019 Term Loan can be terminated prior to maturity, only in full, without an early termination penalty.

Upon maturity or early repayment of the 2019 Term Loan, Driftwood Holdings will also pay a final fee that is equal to 20% of the principal amount borrowed less financing costs and cash interest paid (the “Final Payment Fee”) to the lender. As of June 30, 2019, approximately $9.8 million related to the Final Payment Fee have been recognized as a discount to the 2019 Term Loan within our Condensed Consolidated Balance Sheets.

Borrowings under the 2019 Term Loan are guaranteed by Tellurian Inc. and certain of its subsidiaries and are secured by substantially all of the assets of Tellurian Inc. and certain of its subsidiaries, other than Tellurian Production Holdings LLC and its subsidiaries, under one or more security agreements and pledge agreements.

In conjunction with the 2019 Term Loan, the Company issued a Common Stock Purchase Warrant (the “Warrant”) to the lender. The fair value of the Warrant of approximately $3.3 million has been recognized as an original issue discount to the 2019 Term Loan. Refer to Note 9, Stockholders’ Equity, for further details.

The 2019 Term Loan agreement provides Driftwood Holdings the right to borrow an additional $15.0 million by August 31, 2019, subject to certain criteria, which were not met as of June 30, 2019. Subsequent to June 30, 2019, Driftwood Holdings met the criteria, and borrowed the additional funds. Refer to Note 15, Subsequent Events, for further details.

Long-term Borrowings — 2018 Term Loan

On September 28, 2018 (the “Closing Date”), Tellurian Production Holdings LLC (“Production Holdings”), our wholly owned subsidiary, entered into a three-year senior secured term loan credit agreement (the “2018 Term Loan”) in an aggregate principal amount of $60.0 million.

Our use of proceeds from the 2018 Term Loan is predominantly restricted to capital expenditures associated with certain development and drilling activities and fees related to the transaction itself and is presented within non-current restricted cash on our Condensed Consolidated Balance Sheets. At June 30, 2019, unused proceeds from the 2018 Term Loan classified as non-current restricted cash were $18.0 million.

We have the right, but not the obligation, to make voluntary principal payments starting six months following the Closing Date in a minimum amount of $5 million or any integral multiples of $1 million in excess thereof. If no voluntary principal payments are made, the principal amount, together with any accrued interest, is payable at the maturity date of September 28, 2021.

The 2018 Term Loan can be terminated early with an early termination payment equal to the outstanding principal plus accrued interest. If the 2018 Term Loan is terminated within 12 months of the Closing Date, an early termination fee equal to 1% of the outstanding principal is required.

Amounts borrowed under the 2018 Term Loan are guaranteed by Tellurian Inc. and each of Production Holdings’ subsidiaries. The 2018 Term Loan is collateralized by a first priority lien on all assets of Production Holdings and its subsidiaries, including domestic properties described in Note 2, Property, Plant and Equipment.

Fair Value

As of June 30, 2019, the outstanding principal of the 2018 Term Loan approximated fair value as the interest rate for the 2018 Term Loan has been reflective of market rates. As of June 30, 2019, the fair value of the 2019 Term Loan, on a discounted cash flow basis, was approximately $65.1 million as the 2019 Term Loan effective interest rate is higher than current market levels after giving effect to the Final Payment Fee. Both the 2018 Term Loan and the 2019 Term Loan represent a Level 3 instrument in the fair value hierarchy.