| Schedule of reorganization balance sheet and fresh start accounting adjustments |
Consolidated Balance Sheet
The following consolidated balance sheet is as of March 21,
2017. This consolidated balance sheet includes adjustments that
reflect the consummation of the transactions contemplated by the
Reorganization Plan (reflected in the column “Reorganization
Adjustments”) as well as fair value adjustments as a result
of the adoption of fresh start accounting (reflected in the column
“Fresh Start Adjustments”) as of the Effective
Date:
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Reorganization |
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Fresh
Start |
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Predecessor |
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Adjustments |
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Adjustments |
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Successor |
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Assets
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Current assets:
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Cash and cash equivalents
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$ |
180,456 |
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$ |
(135,333 |
) |
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(a |
) |
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$ |
— |
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$ |
45,123 |
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Accounts receivable, net
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46,837 |
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— |
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— |
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46,837 |
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Inventories, net
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6,885 |
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— |
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— |
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6,885 |
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Prepaid expenses
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4,933 |
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(535 |
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(b |
) |
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— |
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4,398 |
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Derivative instruments
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19,058 |
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— |
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— |
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19,058 |
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Total current assets
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258,169 |
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(135,868 |
) |
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— |
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122,301 |
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Property and equipment
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38,391 |
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— |
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18,987 |
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(i |
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57,378 |
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Oil and natural gas properties, using the full cost method:
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Proved
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4,355,576 |
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— |
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(3,751,511 |
) |
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(i |
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604,065 |
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Unevaluated (excluded from the amortization base)
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26,039 |
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— |
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559,535 |
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(i |
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585,574 |
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Accumulated depreciation, depletion, amortization and
impairment
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(3,811,326 |
) |
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— |
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3,811,326 |
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(i |
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— |
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Total oil and natural gas properties
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570,289 |
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— |
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619,350 |
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(i |
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1,189,639 |
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Derivative instruments
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14,295 |
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— |
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— |
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14,295 |
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Other assets
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5,499 |
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2,410 |
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(c |
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590 |
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(i |
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8,499 |
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Total assets
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$ |
886,643 |
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$ |
(133,458 |
) |
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$ |
638,927 |
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$ |
1,392,112 |
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Liabilities and stockholders’ equity (deficit)
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Current liabilities:
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Accounts payable and accrued liabilities
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$ |
64,413 |
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$ |
(2,737 |
) |
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(a |
)(d) |
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$ |
— |
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$ |
61,676 |
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Accrued payroll and benefits payable
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7,366 |
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2,186 |
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(d |
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— |
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9,552 |
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Accrued interest payable
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2,095 |
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(2,095 |
) |
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(a |
) |
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— |
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— |
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Revenue distribution payable
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7,975 |
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3,050 |
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(d |
) |
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— |
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11,025 |
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Long-term debt and capital leases, classified as current
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468,814 |
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(464,182 |
) |
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(e |
) |
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— |
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4,632 |
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Total current liabilities
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550,663 |
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(463,778 |
) |
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— |
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86,885 |
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Long-term debt and capital leases, less current maturities
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— |
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291,429 |
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(f |
) |
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— |
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|
291,429 |
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Deferred compensation
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— |
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|
519 |
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(d |
) |
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— |
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519 |
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Asset retirement obligations
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66,973 |
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— |
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(2,757 |
) |
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(i |
) |
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64,216 |
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Liabilities subject to compromise
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1,281,096 |
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(1,281,096 |
) |
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(d |
) |
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— |
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— |
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Commitments and contingencies
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Stockholders’ (deficit) equity:
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Predecessor common stock
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14 |
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(14 |
) |
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(g |
) |
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— |
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— |
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Predecessor additional paid in capital
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425,425 |
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(425,425 |
) |
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(g |
) |
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— |
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— |
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Successor common stock
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— |
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450 |
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(g |
) |
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— |
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450 |
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Successor additional paid in capital
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— |
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948,613 |
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(g |
) |
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— |
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|
948,613 |
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(Accumulated deficit) retained earnings
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(1,437,528 |
) |
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795,844 |
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(h |
) |
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641,684 |
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(j |
) |
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— |
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Total stockholders’ (deficit) equity
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(1,012,089 |
) |
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1,319,468 |
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641,684 |
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|
949,063 |
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Total liabilities and stockholders’ equity (deficit)
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$ |
886,643 |
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$ |
(133,458 |
) |
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$ |
638,927 |
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$ |
1,392,112 |
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Reorganization adjustments
| (a) |
Adjustments reflect the following net
cash payments recorded as of the Effective Date from implementation
of the Plan: |
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Cash proceeds from rights offering
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$ |
50,031 |
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Cash proceeds from New Term Loan
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|
150,000 |
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Cash proceeds from New Revolver
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120,000 |
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Fees paid to lender for New Term Loan
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(750 |
) |
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Fees paid to lender for New Revolver
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(1,125 |
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Payment in full to extinguish Prior Credit Facility
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(444,440 |
) |
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Payment of accrued interest on Prior Credit Facility
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(2,095 |
) |
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Payment of previously accrued creditor-related professional
fees
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(6,954 |
) |
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Net cash used
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$ |
(135,333 |
) |
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| (b) |
Reclassification of previously
prepaid professional fees to debt issuance costs associated with
the New Credit Facility. |
| (c) |
Reflects issuance costs related to
the New Credit Facility: |
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Fees paid to lender for New Term Loan
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$ |
750 |
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Fees paid to lender for New Revolver
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|
1,125 |
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|
Professional fees related to debt issuance costs on the New Credit
Facility
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|
535 |
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Total issuance costs on New Credit Facility
|
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$ |
2,410 |
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| (d) |
As part of the Plan, the Bankruptcy
Court approved the settlement of certain allowable claims, reported
as liabilities subject to compromise in the Company’s
historical consolidated balance sheet. As a result, a gain was
recognized on the settlement of liabilities subject to compromise
calculated as follows: |
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Senior Notes including interest
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$ |
1,267,410 |
|
|
Accounts payable and accrued liabilities
|
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|
6,687 |
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|
Accrued payroll and benefits payable
|
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|
3,949 |
|
|
Revenue distribution payable
|
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|
3,050 |
|
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|
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Total liabilities subject to compromise
|
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|
1,281,096 |
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Amounts settled in cash, reinstated or otherwise reserved at
emergence
|
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(10,089 |
) |
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Fair value of equity issued in settlement of Senior Notes and
certain general unsecured creditors
|
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|
(898,914 |
) |
|
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Gain on settlement of liabilities subject to compromise
|
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$ |
372,093 |
|
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| (e) |
Reflects extinguishment of Prior
Credit Facility along with associated unamortized issuance costs,
establishment of New Credit Facility and adjustments to reclassify
existing debt back to their scheduled maturities: |
|
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Reclassification from current to noncurrent, based on scheduled
repayment, of debt no longer in default
|
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$ |
(22,612 |
) |
|
Establishment of New Term Loan—current portion
|
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|
1,183 |
|
|
Payment in full to extinguish Prior Credit Facility
|
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|
(444,440 |
) |
|
Write-off unamortized issuance costs associated with Prior Credit
Facility
|
|
|
1,687 |
|
|
|
|
|
|
|
|
$ |
(464,182 |
) |
|
|
|
|
|
| (f) |
Reflects establishment of our New
Credit Facility pursuant to our Reorganization Plan, net of
issuance costs, as well as adjustments to reclassify existing debt
back to their scheduled maturities: |
|
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|
Origination of the New Term Loan, net of current portion
|
|
$ |
148,817 |
|
|
Origination of the New Revolver
|
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|
120,000 |
|
|
Reclassification from current to noncurrent, based on scheduled
repayment, of debt no longer in default
|
|
|
22,612 |
|
|
|
|
|
|
|
|
$ |
291,429 |
|
|
|
|
|
|
| (g) |
Adjustment represents (i) the
cancellation of Predecessor equity on the Effective Date,
(ii) the issuance of 44,982,142 shares of Successor common
stock on the Effective Date and (iii) the issuance of 140,023
warrants on the Effective Date (see “Note 2—Chapter 11
reorganization”) |
|
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|
|
|
|
Cancellation of predecessor equity—par value
|
|
$ |
(14 |
) |
|
Cancellation of predecessor equity—paid in capital
|
|
|
(425,425 |
) |
|
Issuance of successor common stock in settlement of claims
|
|
|
898,914 |
|
|
Issuance of successor common stock under rights offering
|
|
|
50,031 |
|
|
Issuance of warrants
|
|
|
118 |
|
|
|
|
|
|
|
Net impact to common stock-par and additional paid in capital
|
|
$ |
523,624 |
|
|
|
|
|
|
| (h) |
Reflects the cumulative impact of the
following reorganization adjustments: |
|
|
|
|
|
|
Gain on settlement of liabilities subject to compromise
|
|
$ |
372,093 |
|
|
Cancellation of predecessor equity
|
|
|
425,438 |
|
|
Write-off unamortized issuance costs associated with Prior Credit
Facility
|
|
|
(1,687 |
) |
|
|
|
|
|
|
Net impact to retained earnings
|
|
$ |
795,844 |
|
|
|
|
|
|
Fresh start adjustments
| (i) |
Represents fresh start accounting
adjustments primarily to (i) remove accumulated depreciation,
depletion, amortization and impairment, (ii) increase the
value of proved oil and gas properties, (iii) increase the
value of unevaluated oil and gas properties primarily to capture
the value of our acreage in the STACK, (iv) increase other
property and equipment primarily due to increases to land,
vehicles, machinery and equipment and (v) decrease asset
retirement obligations. These fair value measurements giving rise
to these adjustments are primarily based on Level 3 inputs under
the fair value hierarchy (See “Note 7—Fair value
measurements”). |
| (j) |
Reflects the cumulative impact of the
fresh start adjustments discussed herein. |
|