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Debt
6 Months Ended
May 31, 2016
Debt Disclosure [Abstract]  
Debt [Text Block]
Debt

The following table summarizes total indebtedness as of May 31, 2016 and November 30, 2015 (in thousands):
 
 
May 31, 2016
 
November 30, 2015
2014 revolving facility
 
$
1,015,000

 
$
710,000

2013 term loan:
 
 
 
 
Tranche A-1
 
647,500

 
665,000

Tranche A-2
 
543,125

 

5% senior notes due 2022
 
750,000

 
750,000

Capital leases
 
5,695

 
6,202

Total debt
 
$
2,961,320

 
$
2,131,202

Current portion
 
(473,796
)
 
(36,019
)
Total long-term debt
 
$
2,487,524

 
$
2,095,183



2014 revolving facility. In October 2014, we entered into a $1.3 billion senior unsecured revolving credit agreement (2014 revolving facility). Subject to certain conditions, the 2014 revolving facility may be expanded by up to an aggregate of $500 million in additional commitments. Borrowings under the 2014 revolving facility mature in October 2019 and bear interest at the same rates and spreads as the 2013 term loan, as described below. A commitment fee on any unused balance is payable periodically and ranges from 0.13 percent to 0.30 percent based upon our Leverage Ratio. We had approximately $1.5 million of outstanding letters of credit under the 2014 revolving facility as of May 31, 2016, which reduces the available borrowing under the facility by an equivalent amount.

2013 term loan. In February 2016, we amended and restated our senior unsecured amortizing term loan agreement originally entered into in the third quarter of 2013 (2013 term loan), adding a $550 million tranche loan (Tranche A-2) to the amount outstanding under the existing tranche loan (Tranche A-1). The 2013 term loan has a maturity date of October 2019. The interest rates for borrowings under the 2013 term loan are the applicable LIBOR plus a spread of 1.00 percent to 2.00 percent, depending upon our Leverage Ratio, which is defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), as such terms are defined in the term loan agreements.

The 2014 revolving facility and the 2013 term loan contain certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, as such terms are defined in the respective agreements. Both agreements were amended during the first quarter of 2016 to allow for leverage up to 4.0x for up to four quarters in connection with the OPIS acquisition; thereafter, the agreements return to the original leverage allowance of 3.5x, with the ability to temporarily increase leverage to 3.75x for up to three quarters for acquisitions.

5% senior notes due 2022 (5% Notes). In October 2014, we issued $750 million aggregate principal amount of senior unsecured notes due 2022 in an offering not subject to the registration requirements of the Securities Act of 1933, as amended (the Securities Act). In August 2015, we completed a registered exchange offer for the 5% Notes. The 5% Notes bear interest at a fixed rate of 5.000 percent and mature on November 1, 2022. Interest on the 5% Notes is due semiannually on May 1 and November 1 of each year, commencing May 1, 2015. We may redeem the 5% Notes in whole or in part at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium, as defined in the indenture governing the 5% Notes. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions.

In connection with the proposed merger with Markit described in Note 2 and subject to the terms and conditions of a confidential offering memorandum and consent solicitation statement dated June 27, 2016, Markit commenced an offer to exchange our outstanding 5% Notes for up to an equal principal amount of new 5 percent senior unsecured notes to be issued by Markit subsequent to the consummation of the proposed merger. The obligation to accept the 5% Notes for exchange is subject to certain conditions, including consummation of the proposed merger. In connection with the proposed merger with Markit, we also expect to refinance the 2014 revolving facility and 2013 term loan with a new revolving facility and term loan of Markit Group Holdings Limited (MGHL) and guaranteed by Markit. The new 5 percent notes will be senior unsecured obligations of Markit that will rank pari passu with, including as to guarantors, the new revolving facility, new term loan facility, and the existing $500.0 million of senior unsecured notes of MGHL.

As of May 31, 2016, we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled term loan amortization payments of $93.8 million and expected cash availability over the next 12 months. As of May 31, 2016, we had approximately $1.015 billion of outstanding borrowings under the 2014 revolving facility at a current annual interest rate of 2.19 percent and approximately $1.191 billion of outstanding borrowings under the 2013 term loan at a current weighted average annual interest rate of 3.01 percent, including the effect of the interest rate swaps described in Note 5.

The carrying value of our debt instruments other than our 5% Notes approximate their fair value because of the variable interest rates associated with those instruments. The fair value of the 5% Notes as of May 31, 2016 was approximately $801 million, and was measured using observable inputs in markets that are not active; consequently, we have classified the 5% Notes within Level 2 of the fair value hierarchy.