Legacy Reserves Overview March 2019 Forward Looking Statements - - PowerPoint PPT Presentation

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Legacy Reserves Overview March 2019 Forward Looking Statements - - PowerPoint PPT Presentation

Legacy Reserves Overview March 2019 Forward Looking Statements This presentation shall not constitute an offer, nor a solicitation of an offer, of the sale or purchase of any securities or any of the businesses or assets described herein, nor


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March 2019

Legacy Reserves Overview

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This presentation shall not constitute an offer, nor a solicitation of an offer, of the sale or purchase of any securities or any of the businesses or assets described herein, nor shall any securities of Legacy Reserves Inc. (“Legacy”) be offered or sold, in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Forward-Looking Information This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the evaluation of financial, transactional, and other strategic alternatives, the expected future growth and dividends of Legacy, and plans and objectives of management for future operations. All statements, other than statements of historical facts, included in this presentation that address activities, events or developments that Legacy expects, believes or anticipates will or may occur in the future, are forward-looking

  • statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimated,” and similar expressions are intended to identify such forward-looking statements. These

forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the control of Legacy, which could cause results to differ materially from those expected by management of Legacy. Such risks and uncertainties include, but are not limited to, the structure and timing of any financial, transactional or other strategic alternative and whether any such financial, transaction or other strategic alternative will be completed; realized oil and natural gas prices; production volumes, lease operating expenses, general and administrative costs and finding and development costs; future operating results; and the factors set forth under the heading “Risk Factors” in Legacy’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Legacy’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Unless legally required, Legacy undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Reserve Estimates The SEC permits oil and natural gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves that meet the SEC’s definitions for such terms. Legacy discloses proved reserves but does not disclose probable or possible reserves. “Proved reserves” are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. Legacy may use terms in this presentation that the SEC’s guidelines strictly prohibit in SEC filings, such as “estimated ultimate recovery” or “EUR,” “development potential,” and similar terms to estimate oil and natural gas that may ultimately be recovered. Legacy defines EUR as estimates of the sum

  • f reserves remaining as of a given date and cumulative production as of that date from a currently producing or hypothetical future well, as applicable. These broader classifications do not constitute reserves as defined by the
  • SEC. Estimates of such broader classification of volumes are by their nature more speculative than estimates of proved, probable and possible reserves as used in SEC filings and, accordingly, are subject to substantially

greater uncertainty of being actually realized. You should not assume that such terms are comparable to proved, probable and possible reserves or represent estimates of future production from properties or are indicative of expected future resource recovery. Actual locations drilled and quantities that may be ultimately recovered will likely differ substantially from these estimates. Factors affecting ultimate recovery include the scope of Legacy’s actual drilling program, availability of capital, drilling and production costs, commodity prices, availability of drilling services and equipment, actual encountered geological conditions, lease expirations, transportation constraints, regulatory approvals, field spacing rules, actual drilling results and recoveries of oil and natural gas in place, and other factors. These estimates may change significantly as the development of properties provides additional data. Reserve engineering is a complex and subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Investors are also urged to consider closely the disclosure relating to “Risk Factors” in the Annual Report and subsequent filings with the SEC by Legacy, which are available from Legacy’s website at www.legacyreserves.com or on the SEC’s website at www.sec.gov, for a discussion of the risks and uncertainties involved in the process of estimating reserves. Identified Drilling Locations; Adjusted Net Acreage; Net Lateral Footage; and Small Tracts Legacy’s estimates of gross identified potential drilling locations (as used herein, “locations”, “identified locations,” “identified horizontal locations” or “identified drilling locations”) are prepared internally by Legacy’s engineers, geologists and management and are based upon a number of assumptions inherent in the estimates process. Management, with the assistance of Legacy’s engineers and other professionals, as necessary, conducts a topographical analysis of Legacy’s unproved prospective acreage to identify potential well pad locations. Legacy’s engineers and geologists then apply well spacing assumptions based on industry activity in analogous regions. A net location is calculated as a formula of a gross location multiplied by the ratio of net acreage over gross acreage. Legacy then multiplies this calculation by a pooling factor where appropriate. Legacy generally assumes minimum 5,000’ laterals. Management uses these estimates to, among other things, evaluate Legacy’s acreage holdings and formulate plans for drilling. A number of factors could cause the number of wells Legacy actually drills to vary significantly from these estimates, including the availability of capital, drilling and production costs, oil and natural gas prices, lease expirations, regulatory approvals and other factors. Adjusted net acreage is calculated as a formula of Legacy ‘s net acreage multiplied by the sum of Legacy’s ownership interest in the prospective benches as a percentage of the net acres of all prospective benches underlying the net acreage with each such percentage ownership multiplied by Legacy’s net revenue basis in such prospective bench. Adjusted net acreage is not comparable to net acreage and is a concept used by management in analyzing trades of

  • acreage. Net lateral footage is calculated as a formula of gross lateral footage of identified locations multiplied by Legacy’s working interest. Small Tracts represent horizontal prospects that are non-op positions and/or <1 mile

in length. Non-GAAP Financial Measures Legacy’s management uses Adjusted EBITDA as a tool to provide additional information and a metric relative to the performance of Legacy’s business. Legacy’s management believes that Adjusted EBITDA is useful to investors because this measure is used by many companies in the industry as a measure of operating and financial performance and is commonly employed by financial analysts and others to evaluate the operating and financial performance of Legacy from period to period and to compare it with the performance of our peers. Adjusted EBITDA may not be comparable to a similarly titled measure of such peers because all entities may not calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative to GAAP measures, such as net income, operating income, cash flow from operating activities or any other GAAP measure of financial performance.

Forward Looking Statements

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 Significant, stable, low-decline PDP generates strong cash flow and provides solid foundation □ Q4‘18 daily production of 47.5 Mboepd (39% oil / 44% liquids) □ Proved reserves of 165 Mmboe(1) (96% PDP) □ Proved developed value of >$1.3 billion(1) (SEC pricing) □ Average forecast 3-year decline of only 14%(1)(2) □ PDP R/P of ~9 years(1)(3)  Go-forward strategy is focused on development of multi-year, operated inventory in the Permian and East Texas □ Permian – Midland Basin, Delaware Basin, Central Basin Platform

  • Broad, diversified operated position including acreage in the core of the Midland,

Delaware, and Central Basin Platform

  • 551 / 407 identified operated hz. gross / net locations(4)
  • Large accumulation of “small tracts” acreage (non-operated and/or <1 mile operated)

and other non-core operated acreage helps Legacy to tactically realize further

  • perated upside through trades (e.g. increasing lateral lengths, adding to core tracts)

□ East Texas – Shelby Trough Hayneville / Bossier

  • 20k consolidated, undeveloped net acres in the Shelby Trough with attractive offset

results from XTO, Comstock, and other operators

  • 267 / 178 identified operated hz. gross / net locations(4) (Haynesville / Bossier)

□ East Texas – Freestone Cotton Valley

  • 17k core net acres targeting the Cotton Valley Sands
  • 70 / 58 identified operated hz. gross / net locations(4)

 Corporate positioning supports Legacy’s ability to execute on its go-forward plan □ Proven management team with deep industry experience □ Established capability to cost-effectively manage producing properties and efficiently develop horizontal resource plays □ Conversion from MLP to C-Corp completed mid-2018 □ Ongoing non-core divestiture program helping Legacy streamline its portfolio and reduce liabilities, freeing up capital to invest in core asset development

  • In 2018, company raised >$56 MM through 27 transactions at an average 6.1x

EBITDA multiple while also relieving ~$28MM in go-forward P&A liability

Legacy Reserves Overview

Legacy Reserves (NASDAQ: LGCY) is a long-standing Midland, Texas-based company with assets in the Permian, East Texas, Rockies, and Mid-Continent. Legacy prides itself in prudent operations and efficient resource development. Legacy Asset Footprint Legacy Company Highlights

Note: Darker shading represents counties with increased reserve concentration. _____________________________________ (1) Source: 2018 SEC reserve report (oil price of $65.56 and gas price of $3.10; the “Reserve Report”). (2) Represents weighted average three-year PDP production decline rate, calculated from Q1’19 to Q1’22 forecast production from the Reserve Report. (3) Represents PDP Reserves from the Reserve Report divided by annualized Q4’18 production. (4) PUD locations contained in Reserve Report plus Identified Horizontal Locations.

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Region Decline Rate (%)(3) % of Total Q4'18 Production Permian Hz 28% 28% Permian Other 8% 20% Rockies (Ex. Piceance) 13% 5% Piceance 6% 23% East Texas 9% 23% Mid-Con 4% 1% Total 14% 100%

Large, Stable, Low-Decline Resource Base

Generates Strong Cash Flow and Underpins Legacy Value

Q4’18 Production 2018 Proved Reserves by Region(1) Proved PV-10 by Region(1) PDP Decline Rate and Production Allocation by Region Index Map / Legend

_____________________________________ (1) Source: 2018 SEC reserve report (oil price of $65.56 and gas price of $3.10; the “Reserve Report”). (2) PV-10 associated with Spraberry and Lea fields. (3) Represents weighted average three-year PDP production decline rate, calculated from Q1’19 to Q1’22 production from the 2018 Reserve Report.

Note: Darker shading represents counties with increased reserve concentration.

Oil 39% NGL 5% Gas 56% 47.5 Mboed 29% 2% 30% 39% 165 MMboe (96% PDP) 8% 32% 13% 47% $1,350 MM

Permian(2) Piceance Other East Texas

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 Table at right represents Legacy’s identified

  • perated locations; Legacy has identified these

through rigorous internal review, cross referencing land, geology, and engineering analyses  Identified prospects have been largely de-risked by development activity of both Legacy and

  • ther offset operators

 Legacy’s identified operated horizontal development locations (888 gross / 644 net) illustrate the significant potential beyond its Reserve Report PUDs (14 gross / 11 net hz wells)  The table excludes locations representing: □ Permian “small-tracts” acreage that is typically non-operated or too small to develop independently today □ Overriding royalty interests (ORRIs) □ Potential future locations stemming from reversion of term assignments

Deep Go-Forward Development Inventory

Legacy Has Identified Nearly 900 Operated Development Locations in its Core Areas

_____________________________________ Source: Company data and estimates. (1) PUD locations contained in Reserve Report plus Identified Horizontal Locations (2) Spacing based on Company technical work and supported by analogous, nearby development.

(1) (2)

Legacy Identified Operated Location Summary 5

Wells Total Identified Locations per Gross Net Section Midland Basin Spraberry 84 68 4 - 8 Wolfcamp 111 97 4 - 8 Cline 4 3 8 Delaware Basin 1st Bone Spring 17 12 4 2nd Bone Spring 25 16 4 3rd Bone Spring 5 3 4 Barnett 16 11 8 Brushy 34 24 4 Wolfcamp 102 68 8 Woodford 16 9 8 Central Basin Platform Clearfork 10 7 5 San Andres 65 37 5 Northwest Shelf Abo 5 3 4 - 8 Canyon Shale 22 16 4 San Andres 35 30 5 Total Permian 551 407 Freestone Cotton Valley Sands 70 58 Shelby Bossier + Haynesville Sha 267 178 Total East Tx 337 236 Total ID'd Locations 888 644 East Texas Permian

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_____________________________________ Source: Company data and estimates. See Annual Report for total acreage statistics as of YE’18. Note: the above figures exclude any acreage where Legacy owns overriding royalty interests (“ORRIs” or any acreage that may revert to Legacy under prior term assignment.

Permian Position Overview

Diverse Position Across Core Areas of the Permian

Central Basin Platform

Gross Net 9,700 6,000 20,500 11,900 30,200 17,900

Northwest Shelf

Gross Net 10,600 9,100 42,200 23,900 52,800 33,000

Delaware Basin

Gross Net 11,300 9,000 23,000 2,600 34,300 11,600

Midland Basin

Gross Net 10,100 9,100 26,700 10,900 36,800 20,000

Total Company

Gross Net 41,700 33,200 112,400 49,300 154,100 82,500 Tracts - Identified Locations Active Legacy Horizontal Rigs #’s - Operated Horizontal Acreage #’s – Small Tracts Acreage #’s – Total Acreage 6

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Permian Position Overview

Strong Operated Drilling Results in Core Areas of the Delaware and Midland Basins

Legacy has brought online 90 horizontal wells since 2015, showing strong results to-date Legacy Acreage Position and Operated / Offset Hz Activity

 36 Legacy operated hz wells brought online in area since 2015  3,200 gross acres / 2,307 net acres in prospect area  Average 30-day IP Rates: □ 3rd Bone Spring – 1,161 Boe/d □ 2nd Bone Spring – 769 Boe/d □ 1st Bone Spring – 798 Boe/d

Legacy Position Detail

 54 Legacy operated hz well brought online in Midland Basin since 2015  4,258 gross acres / 3,513 net acres in prospect area  Average 30-day IP Rates: □ Wolfcamp A – 905 Boe/d □ Lower Spraberry – 905 Boe/d  Very strong results out of Martin County with peak rates of nearly 1,100 bbls/d before installation of artificial lift

Borden

Glasscock

Andrews Lea Loving Winkler Eddy

Original Properties 2015 Acquisition 2017 Acquisitions 2016 Acquisitions (Light = Non-op) 2018 Trades / JOA

Legacy Operated Delaware Basin Results: Lea County, NM Legacy Operated Midland Basin Results: Howard County, TX

Martin

Midland

_____________________________________ Source: Company data as of Q4’18 and Company estimates.

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Permian Position Overview

Accumulation of Small Tracts Provides Material Value Through Non-Op Development and Trades

Midland Basin Delaware Basin Central Basin Platform Northwest Shelf Total Tract Count 113 45 88 140 386 Gross Acreage 26,700 22,900 20,500 42,200 112,300 Avg Gross Tract Size (Acres) 236 509 233 301 291 Net Acreage 10,900 2,600 11,900 23,900 49,300 Prospect Benches Wolfcamp Spraberry Wolfcamp Bone Spring San Andres Clearfork

Wichita Albany

Strawn Barnett San Andres Yeso Abo Wolfcamp

Summary of Owned Small Tracts(1)

 Legacy’s historical focus on PDP acquisitions in the Permian Basin has yielded a large portfolio of small tracts (typically <1 mile) prospective for horizontal development  Acreage is only counted if our geologic review corresponds to nearby industry activity  Legacy is actively engaged in discussions to monetize tracts, most likely via trades for contiguous near-term drilling prospects  Meaningful value creation potential achievable when combined with

  • ffsetting, drillable prospects

Example of Small Tract Trade Value

 In addition to value created through non-operated participation on small tracts position, Legacy has traded small tracts to improve economics of near-term drilling by adding to operated acreage and increasing lateral length  Legacy completed 5 trades with 4 counterparties since 2017:  Increased avg. lateral length for 125 drilling locations comprising 6 hz. prospects by 31%  Added 107,000 net lateral feet  Monetized many undrillable / unquantified assets by bolting on to near-term drilling prospects, further enhancing economics with longer laterals and greater efficiencies of scale

5,840 7,640 Before After Increased Average Lateral Length for 6 Horizontal Prospects (feet)

+31%

_____________________________________ Source: Company data. (1) Excludes any acreage where Company owns ORRIs or any acreage that may revert to them under prior term assignment.

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 21,000 gross / 17,400 net horizontal acres identified on 120,000 gross / 107,800 net total acres  Primary Target: Cotton Valley Sands  Secondary Targets: Rodessa, Pettet, Bossier Shale, Cotton Valley Lime  98% held by production  Ownership of gathering system and processing plant improves current and future operating costs; future development by Legacy and offset operators will enhance the value of the midstream system

East Texas Position Overview

Large Positions with Development Potential in the Haynesville / Bossier and Cotton Valley

Shelby Area

Freestone Area – 70 Identified Operated Locations Shelby Area – 267 Identified Operated Locations

Freestone Area

 29,700 gross / 19,750 net horizontal acres  Primary Target: Haynesville & Bossier Shale  Secondary Target: James Lime  Well-positioned in Shelby Trough with attractive offset results (significant activity just across the Sabine River in Louisiana, on trend with Legacy acreage)  80+% of net acres are >70+% WI  Permits approved on 3 federal locations; currently permitting 4 additional locations  Gathering & processing contracts are in place

_____________________________________ Source: Company data and estimates, public data.

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East Texas Position Overview

Offset / Analogue Well Results Showcase Strong Development Potential

2,500 5,000 7,500 10,000 12,500 15,000 10 20 30 40 50 60 Months of Production 2,500 5,000 7,500 10,000 12,500 15,000 10 20 30 40 50 60 Months of Production Cum Mmcf

31-Well Avg: EUR: 2.2 Bcf / 1,000’ Lateral IP-30: 23.7 Mmcf/d 5 yr Cum: 7.0 Bcf 31-Well Avg. Analog Well Performance

Cum Mmcf

 Precedent results limited to wells completed from 2006-2010 that employed dated completion techniques  Enhanced completion design anticipated to further improve economics: □ Cased-hole completion □ Tighter stage spacing and higher fluid and sand volumes (stage spacing 250’ vs 500’+; sand and fluid volumes increase of 2.1x and 2.5x, respectively) □ Expected IP: 23 Mmcf/d □ Expected EUR: 2.4 Bcf / 1,000’ Lateral 4-Well Avg: EUR: 2.2 Bcf / 1,000’ Lateral IP-30: 11.8 Mmcf/d 5 yr Cum: 12.1 Bcf Bossier Haynesville 4-Well Avg.

Freestone Area: Hz Results Normalized to 5,000’ Shelby Area: Hz Results Normalized to 7,500’

 Latest 4 offset wells completed 2014-2016 (shown above) utilized 1,800-2,200 lbs/ft of proppant  Enhanced completion design with tighter stage spacing and greater fluid and proppant volumes (~3,000 ppf sand) will be employed to further improve economics □ Expected IP: Choke limited 13 Mmcf/d □ Expected EUR: 2.5 Bcf / 1,000’ Lateral  Awaiting production results from the first of XTO’s 2018 completions adjacent to Legacy position; Legacy is also participating in a well currently drilling within its acreage position

_____________________________________ Source: Company data and estimates, PI/Dwights.

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East Texas Position Overview

Shelby Position Offset by Strong Wells and Top-Tier Regional Operators

XTO – Brahmaputra 1HB 30/IP: 10.7 MMcfd Proppant (lbs/ft): 1,956

  • Lat. Length: 8,694’

1st Prod: Oct 2015 XTO – Volga B 1H 30/IP: 9.3 MMcfd Proppant (lbs/ft): 2,218

  • Lat. Length: 6,135’

1st Prod: June 2016 XTO – Pechora B1 30/IP: 11.0 MMcfd Proppant (lbs/ft): 1,831

  • Lat. Length: 6,720’

1st Prod: July 2014 Comstock – Jordan 16-21 30/IP: 15.3 MMcfd Proppant (lbs/ft): 2,424

  • Lat. Length: 7,430’

1st Prod: Jan 2016 XTO – Murray 1H 30/IP: To Come Proppant (lbs/ft): To Come

  • Lat. Length: To Come

1st Prod: To Come Bossier Haynesville

1 2 4 3 5

1 2 3 4 5

______________________________ Source: Company data and estimates, DrillingInfo. 6

XTO – La Plata 1H 30/IP: To Come Proppant (lbs/ft): To Come Lat Length: 6,794’ Currently being completed 6 XTO – Cornhuskers-Hurricanes B1 30/IP: 14.2 MMcfd Proppant (lbs/ft): 2,261

  • Lat. Length: 9,798’

1st Prod: Nov 2018 7

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Kyle Hammond President & Chief Operating Officer  COO since 2015  Previously CEO of FireWheel Energy, a Permian PE-backed oil and gas company  VP Operations of XTO Permian from 2003 to 2011 and East Texas Freestone Operations Manager from 1999-2003

Experienced Senior Management Team

Complementary senior management team with deep experience and relevant expertise

Dan Westcott Chief Executive Officer  Previously served as CFO  Previously served as a Principal at Blackstone’s GSO Capital Partners, focused on investments in the energy and power industries Micah Foster Chief Accounting Officer  CAO since 2012  Joined Legacy’s predecessor in 2006 in a variety of accounting roles  Previously worked as an auditor for Ernst & Young Bert Ferrara General Counsel  GC since 2018  Previously served as Associate and Deputy GC  Previously worked in land at Concho and investment banking at Morgan Stanley Cory Elliott Chief Information Officer  Recently promoted to CIO; covers IT, HR, and Real Estate  Has served Legacy since 2013  Prior, served the IT infrastructure groups for various E&P and OFS companies Robert Norris Chief Financial Officer  Previously served as a Principal for The Catalyst Group, an Austin- based private equity fund  Prior, served in various senior strategy and corporate development roles at Oil States International, Inc., and its spin-off, Civeo Corporation

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Appendix

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Legacy Capitalization Summary

 In September 2018, exchanged $130 MM of Senior Notes due 2020 and 2021 for Convertible Senior Notes due 2023  In total, Legacy has executed $32.6 MM of debt to equity conversions since Q3 2018 across its 3 tranches of Senior Notes

_____________________________________ (1) Excludes the Springing maturity date of August 1, 2020, if greater than or equal to $15MM of Senior Notes is outstanding on July 1, 2020. (2) Effective May 22, 2019, the Borrowing Base is reduced to $570 million. (3) Reduced by $1.1MM in outstanding letters of credit and increased by $3.3MM in cash. (4) Adjusted EBITDA is estimated LTM as of 12/31/18 and is pro forma for recent asset sales. Adjusted EBITDA is a Non-GAAP financial measure. This measure does not include pro forma adjustments permitted under our credit agreements relating to acquired and divested oil or gas properties unless indicated otherwise. A reconciliation of this measure to the nearest comparable GAAP measure is available on our website.

Debt Maturities

(1)

($ in millions unless otherwise noted) 12/31/18 Recent Conv / Exch 12/31/18 PF Revolving credit facility due 2019 $541 – $541 12% 2nd Lien Term Loan due 2021(1) 339 – 339 8% Senior Notes due 2020 209 – 209 6.625% Senior Notes due 2021 131 (2) 129 8% Convertible Senior Notes due 2023 128 (21) 108 Total Debt $1,348 ($22) $1,325 Shares (MM) 109.4 5.4 114.8 Liquidity & Credit Statistics: Borrowing Base(2) $575 Liquidity(3) 36 2nd Lien Commitments $400 Remaining 2nd Lien Availability 61 LTM PF Adj. EBITDA(4) $273 Revolver / Adj. EBITDA 2.0x Secured Debt / Adj. EBITDA 3.2x Total Debt / Adj. EBITDA 4.9x $108 $129 $209 $339 $541 $0 $100 $200 $300 $400 $500 $600 Apr 2019 Dec 2020 Aug 2021 Dec 2021 Sep 2023 Maturity Date Revolving Credit Facility 2nd Lien Term Loan 8% Senior Notes 6.625% Senior Notes 8% Convertible Senior Notes

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(1)