Quarterly report pursuant to Section 13 or 15(d)

Borrowings

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Borrowings
 3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Borrowings
NOTE 9 — BORROWINGS
    The following tables summarize the Company’s borrowings as of March 31, 2021, and December 31, 2020 (in thousands):
March 31, 2021
Principal repayment obligation
Unamortized DFC and discounts Carrying value
2018 Term Loan, due September 2021 $ 17,000  $ (152) $ 16,848 
2019 Term Loan —  —  — 
2020 Unsecured Note —  —  — 
Total borrowings $ 17,000  $ (152) $ 16,848 
December 31, 2020
Principal repayment obligation Unamortized DFC and discounts Carrying value
2018 Term Loan, due September 2021 $ 60,000  $ (805) $ 59,195 
2019 Term Loan, due March 2022 (a)
43,217  (4,942) 38,275 
2020 Unsecured Note 16,000  (2,376) 13,624 
Total borrowings $ 119,217  $ (8,123) $ 111,094 
(a) Includes paid-in-kind interest on the 2019 Term Loan of $3.3 million.
Extinguishment of the 2019 Term Loan
On March 12, 2021 (the “Extinguishment Date”), we finalized a voluntary repayment of the remaining outstanding principal balance of the 2019 Term Loan. A total of approximately $43.7 million was repaid to the lender throughout the first quarter of 2021 to satisfy the outstanding borrowing obligation. The extinguishment of the 2019 Term Loan resulted in an approximately $2.1 million gain, which was recognized within Gain on extinguishment of debt, net, on our Condensed Consolidated Statement of Operations.
As a result of repaying the outstanding balance prior to its contractual maturity, an approximately $4.4 million in unamortized DFC and discount were included in the computation of the gain from the extinguishment of the 2019 Term Loan as of March 31, 2021.
The holder of the 2019 Term Loan held approximately 3.5 million unvested warrants that had a fair value of approximately $6.3 million as of the Extinguishment Date. Due to the extinguishment of the 2019 Term Loan, all the unvested warrants were contractually terminated (the “Terminated Warrants”), and their respective fair value was included in the computation of the gain on extinguishment of the 2019 Term Loan.
The fair value of the Terminated Warrants was determined using a Black-Scholes option pricing model.
Full Repayment of the 2020 Unsecured Note
On March 31, 2020, we made the final contractually required amortization payment of $4.0 million under the terms of the 2020 Unsecured Note, thereby satisfying all financial obligations under the 2020 Unsecured Note.
2018 Term Loan
On September 28, 2018 (the “Closing Date”), Tellurian Production Holdings LLC (“Production Holdings”), a wholly owned subsidiary of the Company, 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. As of March 31, 2021, unused proceeds from the 2018 Term Loan totaled $3.4 million and were classified as Non-current restricted cash on our Condensed Consolidated Balance Sheets.
We have the right, but not the obligation, to make voluntary principal repayments starting six months following the Closing Date in a minimum amount of $5.0 million or any integral multiples of $1.0 million in excess thereof. If no voluntary principal repayments 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 without penalty, with an early termination payment equal to the outstanding principal plus accrued interest.
    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 our proved natural gas properties.
On February 18, 2021, we voluntarily repaid approximately $43.0 million of the 2018 Term Loan outstanding principal balance. As a result of this voluntary repayment, we recognized an approximately $0.5 million loss, which was netted against the gain on extinguishment of the 2019 Term Loan, and presented within Gain on extinguishment of debt, net, on our Condensed Consolidated Statement of Operations on this partial extinguishment due to the pro-rata recognition of the unamortized DFC and discount associated with the 2018 Term Loan. See Note 16, Subsequent Events, for further information.
The carrying value of the 2018 Term Loan approximates its fair value.
Covenant Compliance
As of March 31, 2021, the Company was in compliance with all covenants under its credit agreement. Refer to Note 6, Financial Instruments, for details of hedging transactions, as of and for the period ended March 31, 2021, entered into as required by the 2018 Term Loan described above.