Quarterly report pursuant to Section 13 or 15(d)

BORROWINGS

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BORROWINGS
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
BORROWINGS
NOTE 9 — BORROWINGS
The Company’s borrowings consist of the following (in thousands):
June 30, 2024
Principal obligation Unamortized DFC Carrying value
Senior Secured Convertible Notes due 2025, current $ 51,500  $ (4,376) $ 47,124 
Senior Secured Convertible Notes due 2025 34,334  (2,917) 31,417 
Senior Secured Notes due 2025 —  —  — 
Senior Unsecured Notes due 2028 57,678  (2,057) 55,621 
Total borrowings $ 143,512  $ (9,350) $ 134,161 
December 31, 2023
Principal obligation Unamortized DFC Carrying value
Senior Secured Convertible Notes due 2025 $ 83,334  $ (10,415) $ 72,919 
Senior Secured Notes due 2025 250,000  (16,954) 233,046 
Senior Unsecured Notes due 2028 57,678  (2,241) 55,437 
Total borrowings $ 391,012  $ (29,610) $ 361,402 
Amortization of the borrowings’ DFC is a component of Interest expense, net in the Company’s Condensed Consolidated Statements of Operations. The Company amortized approximately $3.5 million and $6.8 million during the three and six months ended June 30, 2024, respectively. We amortized approximately $0.7 million and $1.7 million during the three and six months ended June 30, 2023, respectively.
Senior Secured Convertible Notes due 2025
On August 15, 2023, we issued and sold in a private placement approximately $83.3 million aggregate principal amount of 6% Secured Convertible Notes due October 1, 2025 (the “Secured Convertible Notes” or “Convertible Notes”). The Secured Convertible Notes have quarterly interest payments due in cash on the first day of January, April, July, and October of each year.
The holders of the Convertible Notes have the right to convert the notes into shares of our common stock at an initial conversion price of approximately $1.05 per share of common stock (the “Conversion Price”), subject to adjustment in certain circumstances, at any time until the second trading day immediately prior to the maturity date, with the number of shares of common stock of the Company issuable upon conversion limited to approximately 42.7 million shares (the “Conversion Feature”). The Company will force the holders of the Secured Convertible Notes to convert all of the notes if the trading price of our common stock closes above 300% of the Conversion Price for 20 consecutive trading days and certain other equity conditions are satisfied. Holders of the Secured Convertible Notes may force the Company to redeem the applicable Notes for cash upon (i) a fundamental change or (ii) an event of default.
Following a full exercise of the Conversion Feature, the balance of the principal amount of the Convertible Notes will remain outstanding as a non-convertible instrument. The Convertible Notes, including the non-convertible component of those notes, are required to be paid monthly over a period of 10 months beginning on January 1, 2025. The current portion of the
Convertible Notes that is contractually scheduled to amortize within one year is classified as a current borrowing in our Condensed Consolidated Balance Sheets.
As of June 30, 2024, the estimated fair value of the Convertible Notes was approximately $81.0 million. The Level 3 fair value was estimated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and inputs that are not observable in the market. As of June 30, 2024, we remained in compliance with all covenants under the Convertible Notes.
Senior Secured Notes due 2025
On August 15, 2023, we issued and sold in a private placement $250.0 million aggregate principal amount of 10% Senior Secured Notes due October 1, 2025 (the “Senior Notes”).
January 2024 & February 2024 Amendments
On January 2, 2024, we amended the supplemental indentures governing the Senior Notes and Senior Convertible Notes and issued approximately 47.8 million shares of common stock to partially repay approximately $37.9 million of Senior Notes principal plus accrued interest of approximately $7.5 million. As a result of the partial redemption, we recognized a $4.6 million Loss on extinguishment of debt, net, in our Condensed Consolidated Statements of Operations.
On February 22, 2024, we executed an additional amendment (the “February Amendment”) to the notes. At closing, we paid $4.0 million of a conditional top-up payment in cash, with the remaining balance of approximately $11.8 million added to the aggregate Senior Notes principal amount in March 2024. In April 2024, the quarterly cash interest and cash shortfall due related to the first quarter of 2024 of approximately $2.5 million and $6.0 million were added to the aggregate principal amount of the Convertible Notes and Senior Notes, respectively.
June 2024 Senior Notes Retirement
On June 28, 2024, approximately $240.0 million of the net cash proceeds from the Upstream Sale were used to fully retire and discharge all of the Company’s then-outstanding obligations under the Senior Notes, comprised of approximately $229.9 million in aggregate principal amount, $5.6 million in accrued interest, and $4.5 million in share coupon cash shortfall amount (the “Debt Payoff”). We recognized a Loss on extinguishment of debt, net, in our Condensed Consolidated Statements of Operations of approximately $10.8 million, comprised of the unamortized Senior Notes DFC.
The Senior Notes and Convertible Notes required a non-recourse pledge of our equity interest in the principal properties of the Company comprising the Driftwood Project and were also collateralized by a first priority lien on the Company’s equity interests in Tellurian Production Holdings LLC and mortgages of the material real property oil and gas assets of Tellurian Production Holdings LLC and its subsidiaries (together, the “Collateral”). As a result of the Debt Payoff, the Collateral was released and replaced by $35.0 million in cash held in a blocked and restricted account. The amount shall be reduced to $25.0 million when the outstanding principal amount of the Convertible Notes is less than $50.0 million. The blocked and restricted account will be released upon the full satisfaction of the Convertible Notes.
Senior Secured Convertible Notes due 2025 (Extinguished)
On June 3, 2022, we issued and sold $500.0 million aggregate principal amount of 6.00% Senior Secured Convertible Notes due May 1, 2025 (the “Extinguished Convertible Notes”). Net proceeds from the Extinguished Convertible Notes were approximately $488.7 million after deducting fees and expenses.
On March 28, 2023, the Company paid approximately $169.1 million in order to satisfy the redemption and retirement of $166.7 million principal amount of the Extinguished Convertible Notes, plus accrued interest. As a result, we wrote off approximately $2.8 million of prorated unamortized DFC, which was recognized within Loss on extinguishment of debt, net, in our Condensed Consolidated Statements of Operations. The issuance of the Senior Notes and Convertible Notes resulted in the satisfaction and discharge of the Company’s outstanding principal repayment obligation under the Extinguished Convertible Notes.
Embedded Derivatives
As part of the issuance of the Senior Notes and Convertible Notes, the Company agreed to issue an aggregate total of 25.7 million shares of its common stock (the “Share Coupon”) to the holders of the notes. The Share Coupon was fully satisfied as part of the February Amendment. To the extent that the average daily volume-weighted average price of the common stock of the Company during each quarter is less than $1.35, the Company will pay a cash amount equal to that difference multiplied by the number of shares previously issuable for that quarter (the “Cash Shortfall Payments”). Upon any retirement, redemption, or conversion of the Senior Notes and Convertible Notes, the Company will issue any and all unpaid Cash Shortfall Payments (the “Make Whole”).
The Company evaluated the potential embedded features within the host contracts and determined that the Conversion Feature, Cash Shortfall Payments and the Make Whole embedded features continued to require bifurcation as a single unit of account from the host contracts and accounted for them separately at fair value. See Note 6, Financial Instruments, for more information on the fair value measurement of the embedded derivatives.
Senior Unsecured Notes due 2028
On November 10, 2021, we sold in a registered public offering $50.0 million aggregate principal amount of 8.25% Senior Unsecured Notes due November 30, 2028 (the “Senior Unsecured Notes”). Net proceeds from the Senior Unsecured Notes were approximately $47.5 million after deducting fees. The underwriter was granted an option to purchase up to an additional $7.5 million of the Senior Unsecured Notes within 30 days. On December 7, 2021, the underwriter exercised the option and purchased an additional $6.5 million of the Senior Unsecured Notes, resulting in net proceeds of approximately $6.2 million after deducting fees. The Senior Unsecured Notes have quarterly interest payments due on January 31, April 30, July 31, and October 31 of each year and on the maturity date. As of June 30, 2024, the Company was in compliance with all covenants under the indenture governing the Senior Unsecured Notes. The Senior Unsecured Notes are listed and trade on the NYSE American under the symbol “TELZ,” and are classified as Level 1 within the fair value hierarchy. As of June 30, 2024, the closing market price was $17.75 per Senior Unsecured Note.