The Company capitalizes its businesses in part using floating rate bank debt with medium-term maturities generally between four and seven years. In general, the Company hedges the floating rate exposure for the majority of the term of these facilities. The Company also uses longer dated private placement debt and other forms of capital including bond or hybrid debt instruments to capitalize its businesses. In general, the debt facilities at the businesses are non-recourse to the holding company and there are

no cross-collateralization or cross-guarantee provisions in these facilities. All of the term debt facilities of the Company’s operating businesses described below contain customary financial covenants, including maintaining or exceeding certain financial ratios, and limitations on capital expenditures and additional debt. The facilities include events of default, representations and warranties and other covenants that are customary for facilities of this type, including change of control, which will occur if the Macquarie Group, or any fund or entity managed by the Macquarie Group, fails to control a majority of the Borrower. For a description of related party transactions associated with the Company’s long-term debt, see Note 13, “Related Party Transactions”.



	As of December 31,
	2019			2018
IMTT	$	1,109		$	1,109
Atlantic Aviation	1,015			1,025
MIC Hawaii	195			196
MIC Corporate	388			734
Total	2,707			3,064
Current portion	(12		)	(361		)
Long-term portion	2,695			2,703
Unamortized deferred financing costs⁽¹⁾	(41		)	(50		)
Long-term portion less unamortized debt discount and deferred financing costs	$	2,654		$	2,653

The following table represents the future maturities of long-term debt balances at December 31, 2019 and includes the unamortized debt discount of $15 million related to the 2.00% Convertible Senior Notes due October 2023 ($ in millions).

In July 2014, the Company entered into a five-year, $250 million senior secured revolving credit facility with a syndicate of banks and subsequently increased the aggregate commitments under its revolving credit facility to $410 million, with all terms remaining the same. On January 3, 2018, the Company completed the refinancing and upsizing of its senior secured revolving credit facility to $600 million and extended the maturity through January 3, 2022. At December 31, 2019 and 2018, the senior secured revolving credit facility was undrawn.

The revolving credit facility is guaranteed by MIC Ohana Corporation and is secured by a pledge of the Company’s directly held equity interests and all intercompany debt owed to the Company (the security may fall away when certain conditions are met). The revolving credit facility includes customary negative covenants and a financial covenant based on a ratio of cash flow available for debt service to net cash interest expense.

In July 2014, the Company completed an underwritten public offering of a five-year, $350 million aggregate principal amount of 2.875% Convertible Senior Notes due July 2019 to partially fund the IMTT acquisition and for general corporate purposes. The notes are convertible, at the holder’s option, into the Company’s shares, initially at a conversion rate of 11.7942 shares per $1,000 principal amount (equivalent to an initial conversion price of approximately $84.79 per share, subject to adjustment), at any time on or prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

In October 2016, the Company completed an underwritten public offering of a seven year, $403 million aggregate principal amount of 2.00% Convertible Senior Notes due October 2023. The net proceeds of $392 million were used to repay a portion of the drawn balance under the revolving credit facility under the prior AA Credit Agreement and to fully repay the outstanding balances on both the MIC senior secured and IMTT revolving credit facilities. The remaining proceeds were used for general corporate purposes. The notes are convertible, at the holder’s option, only upon satisfaction of one or more conditions set forth in the indenture governing the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Company’s common stock or a combination thereof, at the Company’s election. The initial conversion rate was 8.9364 shares per $1,000 principal amount (equivalent to an initial conversion price of approximately $111.90 per share, subject to adjustment).

The $403 million of 2.00% Convertible Senior Notes due October 2023 had an initial value of the principal amount recorded as a liability of $376 million, using an effective interest rate of 3.1%. The remaining $27 million of principal amount was allocated to the conversion feature and recorded in Additional Paid in Capital as a component of stockholders’ equity. This amount represents a discount to the debt to be amortized through interest expense using the effective interest method through the maturity of the convertible senior notes. The Company also recorded $11 million in deferred financing costs from the issuance of the convertible senior notes, of which approximately $1 million was recorded as equity issuance costs as a component of stockholders’ equity.

At December 31, 2019 and 2018, the outstanding balance on the Notes were $388 million and $384 million, respectively, which had a fair value of the liability component of approximately $370 million and $335 million, respectively. The conversion rate was 9.0290 shares of common stock per $1,000 principal amount at December 31, 2019 and 2018.



	As of December 31,
	2019			2018
Liability Component:
Principal	$	403		$	403
Unamortized debt discount	(15		)	(19		)
Long-term debt, net of unamortized debt discount	388			384
Unamortized deferred financing costs	(6		)	(7		)
Net carrying amount	$	382		$	377
Equity Component	$	27		$	27



Facility Terms	Senior Secured Revolving Credit Facility	2.00% Convertible Senior Notes due October 2023
Total Committed Amount	$600 million	—
Amount Outstanding at December 31, 2019	Undrawn	$388 million, net of unamortized discount of $15 million
Maturity	January 2022	October 2023
Amortization	Revolving, payable at maturity	Payable at maturity or convertible at the holder’s option into cash, the Company’s shares or a combination thereof, only upon satisfaction of one or more conditions set forth in the indenture
Interest Rate	LIBOR plus 2.00% at December 31, 2019	2.00% payable on April 1^st and October 1^st of each year
Commitment Fees	0.350% at December 31, 2019	—
Security	Secured (may fall away if certain ratings and other conditions are met)	Unsecured

On December 5, 2018, ITT Holdings LLC (ITT LLC), a wholly owned direct subsidiary of IMTT Holdings LLC and a wholly owned indirect subsidiary of the Company, entered into the Second Amendment to Credit Agreement (the Amendment), among ITT LLC, IMTT-Quebec Inc. and IMTT-NTL, Ltd. as Canadian borrowers, the guarantors party thereto, SunTrust Bank, as administrative agent, and the lenders party thereto, to the Credit Agreement, dated as of May 21, 2015, as amended (the IMTT Credit Agreement). The Amendment provides for (i) a $550 million revolving credit facility for ITT LLC, (ii) the Canadian dollar equivalent of a $50 million revolving credit facility for the Canadian borrowers and (iii) a $509 million bond purchase facility.

The Amendment extends the maturity date of the revolving credit facilities from May 21, 2020 to December 5, 2023 and extends the maturity date of the bond purchase facility from May 21, 2022 to December 5, 2025. The Amendment also increases certain baskets under the covenants in the IMTT Credit Agreement and modifies certain related definitions in a manner generally favorable to the borrowers. In connection with the Amendment, supplemental indentures were entered into with respect to the $509 million of outstanding Gulf Opportunity Zone Bonds, Louisiana Public Facilities Authority Revenue Bonds, Industrial Development Board of the Parish of Ascension Revenue Bonds and New Jersey Economic Development Authority Bonds (collectively, the Tax-Exempt Bonds). The Tax-Exempt Bonds were reissued and sold to certain lenders under the IMTT Credit Agreement pursuant to the bond purchase facility. The supplemental indentures provide for (i) an interest rate on the Tax-Exempt Bonds of 80% of one-month LIBOR plus applicable margin plus 0.45% and (ii) an extension of the date on which holders have the right to require repurchase of the Tax-Exempt Bonds from May 21, 2022 to December 5, 2025.

On June 1, 2015, IMTT, as part of the IMTT refinancing in May 2015, entered into interest rate swap contracts, maturing in June 2021, with a total notional amount of $361 million. These swaps partially hedged the floating LIBOR interest rate risk associated with the Tax-Exempt Bonds for six years at 1.677%.

On May 21, 2015, ITT LLC entered into a Note Purchase Agreement for the issuance of $325 million aggregate principal amount of 3.92% Guaranteed Senior Notes, Series A due 2025, and $275 million aggregate principal amount of 4.02% of Guaranteed Senior Notes, Series B due 2027 (together the senior notes). In March 2019, ITT LLC amended the Note Purchase Agreement to mirror the changes made to the covenants and related definitions to the Amendment described above. At December 31, 2019 and 2018, the fair value of the senior notes was approximately $635 million and $575 million, respectively.



Facility Terms	USD Revolving Credit Facility	CAD Revolving Credit Facility
Total Committed Amount	$550 million	$50 million
Amount Outstanding at December 31, 2019	Undrawn	Undrawn
Maturity	December 2023	December 2023
Amortization	Revolving, payable at maturity	Revolving, payable at maturity
Interest Rate	LIBOR plus 1.50% at December 31, 2019	Bankers' Acceptances Rate plus 1.50% at December 31, 2019
Commitment Fees	0.20% at December 31, 2019	0.20% at December 31, 2019
Security	Unsecured	Unsecured



Facility Terms	Senior Notes, Series A	Senior Notes, Series B
Amount Outstanding at December 31, 2019	$325 million	$275 million
Maturity	May 2025	May 2027
Amortization	Payable at maturity	Payable at maturity
Interest Rate	3.92%	4.02%
Security	Unsecured	Unsecured



Facility Terms		Tax-Exempt Bonds
Amount Outstanding at December 31, 2019		$509 million
Maturity		December 2027 to August 2046
Amortization		Payable at maturity, subject to mandatory tender in December 2025
Interest Rate		One-month LIBOR plus revolving credit facility margin plus 0.45% multiplied by 80%
Security		Unsecured

On December 6, 2018, Atlantic Aviation FBO Inc. (AA FBO), a wholly-owned indirect subsidiary of the Company, entered into a credit agreement (the New AA Credit Agreement), among AA FBO, Atlantic Aviation FBO Holdings LLC (Holdings), the direct parent of AA FBO, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and several lenders party thereto. The New AA Credit Agreement provides for a seven-year, $1,025 million senior secured first lien term loan facility and a five-year, $350 million senior secured first lien revolving credit facility that was undrawn at December 31, 2019 and 2018. The New AA Credit Agreement is guaranteed on a senior secured first lien basis by Holdings and certain subsidiaries of AA FBO. As part of the refinancing, Atlantic Aviation wrote-off approximately $3 million in deferred financing costs associated with the October 2016 debt.



Facility Terms	Term Loan Facility	Revolving Credit Facility
Facilities	$1,025 million senior secured first lien term loan ($1,015 million outstanding at December 31, 2019)	$350 million senior secured first lien revolving credit facility (undrawn at December 31, 2019)
Maturity	December 2025	December 2023
Amortization	1.00% of the initial principal balance per annum	Revolving, payable at maturity
Interest Rate	LIBOR plus 3.75% at December 31, 2019	LIBOR plus 2.00% at December 31, 2019
Commitment Fees	—	0.30% at December 31, 2019
Security	Secured	Secured

On February 10, 2016, Hawaii Gas completed the refinancing of its existing $80 million term loan and $60 million revolving credit facility. The $80 million term loan bears interest at a variable rate of LIBOR plus an applicable margin between 1.00% and 1.75%. The variable rate component of the debt is fixed at 0.99% at December 31, 2019 using an interest rate swap contract through February 2020. The revolving credit facility bears interest at a variable rate of LIBOR plus an applicable margin between 1.00% and 1.75% and is unhedged. In February 2018, Hawaii Gas exercised the second of two one-year extensions related to its $80 million secured term loan facility and its $60 million revolving credit facility extending their respective maturities to February 2023. The $60 million revolving credit facility was undrawn at December 31, 2019 and 2018.



Facility Terms	Holding Company Debt	Operating Company Debt
Borrowers	HGC Holdings LLC (HGC)	The Gas Company, LLC (TGC)
Facilities	$80 million term loan (fully drawn at December 31, 2019)	$100 million senior secured notes (fully drawn at December 31, 2019)	$60 million revolving credit facility (undrawn at December 31, 2019)
Maturity	February 2023	August 2022	February 2023
Amortization	Payable at maturity	Payable at maturity	Revolving, payable at maturity
Interest Rate	LIBOR plus 1.50% at December 31, 2019	4.22% payable semi-annually	LIBOR plus 1.25% at December 31, 2019
Commitment Fees	___	___	0.225% on the undrawn portion
Collateral	First lien on all assets of HGC and its subsidiaries	First lien on all assets of TGC and its subsidiaries	First lien on all assets of TGC and its subsidiaries

In July 2016, the solar facilities in Hawaii entered into a ten year, $18 million amortizing term loan facility. The interest rate on this term loan facility floats at LIBOR plus 2.00%. The interest rate was fixed at 3.38% using an interest rate swap contract through June 30, 2026. At December 31, 2019, the outstanding balance on the term loan was $15 million.