XML 51 R17.htm IDEA: XBRL DOCUMENT v3.10.0.1
Senior Long-Term Debt And Other Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Senior Long-Term Debt And Other Debt
Senior Long-Term Debt and Other Debt

The following table summarizes the Company's senior long-term debt and other debt.
 
December 31,
(dollars in thousands)
2018
 
2017
7.125% unsecured senior notes, due September 30, 2019, interest payable semi-annually, net of unamortized discount of $142 in 2018 and $332 in 2017
$
234,640

 
$
234,411

6.25% unsecured senior notes, due September 30, 2020, interest payable semi-annually, net of unamortized premium of $17,213 in 2018 and $26,618 in 2017
367,213

 
376,616

5.35% unsecured senior notes, due June 1, 2021, interest payable semi-annually, net of unamortized discount of $499 in 2018 and $706 in 2017
249,417

 
249,176

4.90% unsecured senior notes, due July 1, 2022, interest payable semi-annually, net of unamortized discount of $978 in 2018 and $1,257 in 2017
348,864

 
348,540

3.625% unsecured senior notes, due March 30, 2023, interest payable semi-annually, net of unamortized discount of $855 in 2018 and $1,056 in 2017
248,988

 
248,749

3.50% unsecured senior notes, due November 1, 2027, interest payable semi-annually, net of unamortized discount of $2,298 in 2018 and $2,558 in 2017
297,035

 
296,728

7.35% unsecured senior notes, due August 15, 2034, interest payable semi-annually, net of unamortized discount of $1,074 in 2018 and $1,143 in 2017
128,715

 
128,642

5.0% unsecured senior notes, due March 30, 2043, interest payable semi-annually, net of unamortized discount of $5,431 in 2018 and $5,655 in 2017
244,269

 
244,033

5.0% unsecured senior notes, due April 5, 2046, interest payable semi-annually, net of unamortized discount of $6,664 in 2018 and $6,909 in 2017
492,486

 
492,219

4.30% unsecured senior notes, due November 1, 2047, interest payable semi-annually, net of unamortized discount of $4,278 in 2018 and $4,451 in 2017
294,975

 
294,834

Other debt, at various interest rates ranging from 1.7% to 6.3%
102,975

 
185,282

Senior long-term debt and other debt
$
3,009,577

 
$
3,099,230



The Company's 6.25% unsecured senior notes were issued by Alterra Finance LLC, which is a wholly owned indirect subsidiary of the Company, and are guaranteed by Markel Corporation. All of the Company's other unsecured senior notes were issued by Markel Corporation. In April 2017, the Company repaid its 7.20% unsecured senior notes due April 14, 2017 ($90.6 million principal outstanding at December 31, 2016). In 2018 and 2017, the Company repaid $44.5 million and $84.3 million, respectively, of debt assumed in connection with acquisitions.

In November 2017, the Company issued $300 million of 3.50% unsecured notes due November 1, 2027 and $300 million of 4.30% unsecured notes due November 1, 2047. Net proceeds to the Company were $297.4 million and $295.5 million, respectively, to be used for general corporate purposes.

In 2016, the Company issued $500 million of 5.0% unsecured senior notes due April 5, 2046. Net proceeds to the Company were $493.1 million. The Company used a portion of these proceeds to purchase $70.2 million of principal on its 7.35% unsecured senior notes due 2034 and $108.8 million of principal on its 7.125% unsecured senior notes due 2019 through a tender offer for a total purchase price of $95.0 million and $126.4 million, respectively. In connection with the purchase, the Company recognized a loss on early extinguishment of debt of $44.1 million during the year ended December 31, 2016.

The Company's 7.35% unsecured senior notes due August 15, 2034 are not redeemable. The Company's other unsecured senior notes are redeemable by the Company at any time, subject to payment of a make-whole premium to the noteholders. None of the Company's senior long-term debt is subject to any sinking fund requirements.

The Company's other debt is primarily associated with its subsidiaries and includes $78.1 million and $78.3 million associated with its Markel Ventures subsidiaries as of December 31, 2018 and 2017, respectively. The Markel Ventures debt is non-recourse to the holding company and generally is secured by the assets of those subsidiaries. ParkLand, a subsidiary of the Company, has formed subsidiaries for the purpose of acquiring and financing real estate (the real estate subsidiaries). The assets of certain real estate subsidiaries, which are not material to the Company, are consolidated in accordance with U.S. GAAP but are not available to satisfy the debt and other obligations of the Company or any affiliates other than those real estate subsidiaries. Other debt also includes a note payable of $24.9 million and $62.5 million at December 31, 2018 and 2017, respectively, that was delivered as part of the consideration provided for the investment held by the Markel Diversified Fund, as discussed in note 16.

The estimated fair value of the Company's senior long-term debt and other debt was $3.0 billion and $3.4 billion at December 31, 2018 and 2017, respectively.

The following table summarizes the future principal payments due at maturity on senior long-term debt and other debt as of December 31, 2018.

Years Ending December 31,
(dollars in
thousands)
2019
$
288,538

2020
356,585

2021
281,287

2022
356,315

2023
250,671

2024 and thereafter
1,484,896

Total principal payments
$
3,018,292

Net unamortized discount
(5,005
)
Net unamortized debt issuance costs
(3,710
)
Senior long-term debt and other debt
$
3,009,577



The Company maintains a revolving credit facility which provides $300 million of capacity for future acquisitions, investments, repurchases of capital stock of the Company and for general corporate purposes. At the Company's discretion, $200 million of the total capacity may be used for secured letters of credit. The Company may increase the capacity of the facility to $500 million subject to certain terms and conditions. The Company pays interest on balances outstanding under the facility and a utilization fee for letters of credit issued under the facility. The Company also pays a commitment fee (0.25% at December 31, 2018) on the unused portion of the facility based on the Company's debt to equity leverage ratio as calculated under the credit agreement. Markel Corporation, along with Alterra Finance LLC and Alterra USA Holdings Limited, guaranteed the Company's obligations under the facility. As a result, the Company's revolving credit facility ranks equally with the 6.25% unsecured senior notes. At December 31, 2018 and 2017, the Company had no borrowings outstanding under this revolving credit facility. This facility expires in August 2019.

On February 5, 2019, the Company amended the revolving credit facility to increase its leverage ratio covenant from "0.375 to 1.00" to "0.40 to 1.00" effective on and after December 31, 2018. This change addresses the impact to the consolidated net worth calculation under the facility from the purchase of Nephila in November 2018 and 2018 Catastrophe and investment losses that occurred in the fourth quarter of 2018. Under the facility, consolidated net worth serves as the denominator for the leverage ratio and excludes, among other things, the net worth associated with the Nephila acquisition. The change also provides additional flexibility through the maturity date of the facility on August 1, 2019 for unanticipated future developments, including additional catastrophe events, or greater than anticipated effects from known events.

At December 31, 2018, the Company was in compliance with all covenants contained in its revolving credit facility as amended. To the extent that the Company is not in compliance with its covenants, the Company's access to the revolving credit facility could be restricted.

The Company paid $155.4 million, $141.3 million and $135.4 million in interest on its senior long-term debt and other debt during the years ended December 31, 2018, 2017 and 2016, respectively.