5. Debt

Debt Capitalization

Long-term debt consists of the following:

	December 31,		September 30,
	2016		2016
	(in millions)
Revolving Credit Facility—Acquisition Corp. (a)	$	—	$	—
Senior Term Loan Facility due 2023—Acquisition Corp. (b)		985		963
6.00% Senior Secured Notes due 2021—Acquisition Corp. (c)		—		444
6.25% Senior Secured Notes due 2021—Acquisition Corp. (d)		—		174
5.625% Senior Secured Notes due 2022—Acquisition Corp. (e)		246		272
5.00% Senior Secured Notes due 2023—Acquisition Corp. (f)		296		296
4.125% Senior Secured Notes due 2024— Acquisition Corp. (g)		356		—
4.875% Senior Secured Notes due 2024— Acquisition Corp. (h)		243		—
6.75% Senior Notes due 2022—Acquisition Corp. (i)		629		629
Total debt (j)	$	2,755	$	2,778

(a)

Reflects $150 million of commitments under the Revolving Credit Facility, less letters of credit outstanding of approximately $13 million and $5 million at December 31, 2016 and September 30, 2016, respectively. There were no loans outstanding under the Revolving Credit Facility at December 31, 2016 or September 30, 2016.

(b)	Principal amount of $1.006 billion and $978 million less unamortized discount of $8 million and $3 million and unamortized deferred financing costs of $13 million and $12 million at December 31, 2016 and September 30, 2016, respectively.

(c)	Principal amount of $450 million less unamortized deferred financing costs of $6 million at September 30, 2016.

(d)	Face amount of €158 million. Above amounts represent the dollar equivalent of such notes at September 30, 2016. Principal amount of $177 million less unamortized deferred financing costs of $3 million at September 30, 2016.

(e)	Principal amount of $248 million and $275 million less unamortized deferred financing costs of $2 million and $3 million at December 31, 2016 and September 30, 2016, respectively.

(f)	Principal amount of $300 million less unamortized deferred financing costs of $4 million at both December 31, 2016 and September 30, 2016.

(g)	Face amount of €345 million. Above amounts represent the dollar equivalent of such notes at December 31, 2016. Principal amount of $359 million less unamortized deferred financing costs of $3 million at December 31, 2016.

(h)	Principal amount of $250 million less unamortized deferred financing costs of $7 million at December 31, 2016.

(i)	Principal amount of $635 million less unamortized deferred financing costs of $6 million at both December 31, 2016 and September 30, 2016.

(j)	Principal amount of debt of $2.798 billion and $2.815 billion less unamortized discount of $8 million and $3 million and unamortized deferred financing costs of $35 million and $34 million at December 31, 2016 and September 30, 2016, respectively.

October 2016 Refinancing Transactions

On October 18, 2016, Acquisition Corp. issued €345 million in aggregate principal amount of its 4.125% Senior Secured Notes due 2024 and $250 million in aggregate principal amount of its 4.875% Senior Secured Notes due 2024. Acquisition Corp. used the net proceeds to pay the consideration in the tender offers and satisfy and discharge its 2021 Senior Secured Notes as described below.

On October 18, 2016, Acquisition Corp. accepted for purchase in connection with tender offers for its 6.000% Senior Secured Notes due 2021 (the “Existing Dollar Notes”) and 6.250% Senior Secured Notes due 2021 (the “Existing Euro Notes” and, together with the Existing Dollar Notes, the “2021 Senior Secured Notes”) the 2021 Senior Secured Notes that had been validly tendered and not validly withdrawn on October 17, 2016 (the “Expiration Time”). Acquisition Corp. then issued a notice of redemption on October 18, 2016 with respect to the remaining 2021 Senior Secured Notes not accepted for payment pursuant to the tender offers. Following payment of the 2021 Senior Secured Notes tendered at or prior to the Expiration Time, Acquisition Corp. deposited with the Trustee for the 2021 Senior Secured Notes not accepted for purchase in the tender offers funds sufficient to satisfy all obligations remaining to the date of redemption, which redemption date was January 15, 2017, under the applicable indenture governing the 2021 Senior Secured Notes. The Company recorded a loss on extinguishment of debt of approximately $31 million, which represented the premium paid on early redemption and unamortized deferred financing costs. These transactions are collectively referred to as the “October 2016 Refinancing Transactions.”

November 2016 Senior Term Loan Credit Agreement Amendment

On November 21, 2016, Acquisition Corp received lender consent to an amendment (the “November 2016 Senior Term Loan Credit Agreement Amendment”) to the Senior Term Loan Credit Agreement governing Acquisition Corp.’s Senior Term Loan Facility, which extended the maturity date of the Senior Term Loan Credit Agreement to November 1, 2023, subject, in certain circumstances, to a springing maturity inside the maturity date of certain of Acquisition Corp.’s other outstanding indebtedness and increased the principal amount outstanding by $27.5 million to $1.006 billion and increased the original issue discount by $5 million to $8 million. Acquisition Corp. used the proceeds from the November 2016 Senior Term Loan Credit Agreement Amendment to redeem $27.5 million of the 5.625% Senior Secured Notes due 2022 and to pay fees, costs and expenses related to the transactions.

5.625% Existing Secured Notes Redemption

On November 21, 2016, Acquisition Corp. redeemed $27.5 million, or 10%, of its outstanding 5.625% Senior Secured Notes due 2022. The Company recorded a loss on extinguishment of debt of approximately $1 million, which represents the premium paid on early redemption and unamortized deferred financing costs.

Interest Rates

The loans under the Revolving Credit Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the rate for deposits in the borrowing currency in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Revolving LIBOR”), plus 2.00% per annum, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) the three-month Revolving LIBOR plus 1.0% per annum, plus, in each case, 1.00% per annum. If there is a payment default at any time, then the interest rate applicable to overdue principal will be the rate otherwise applicable to such loan plus 2.0% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.0% per annum above the amount that would apply to an alternative base rate loan.

The loans under the Senior Term Loan Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Term Loan LIBOR”), plus 2.75% per annum, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent as its prime rate in effect at its principal office in New York City from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) three-month Term Loan LIBOR, plus 1.00% per annum, plus, in each case, 1.75% per annum. The loans under the Senior Term Loan Facility are subject to a Term Loan LIBOR “floor” of 1.00%. If there is a payment default at any time, then the interest rate applicable to overdue principal and interest will be the rate otherwise applicable to such loan plus 2.0% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.0% per annum above the amount that would apply to an alternative base rate loan.

Maturity of Senior Term Loan Facility

The loans outstanding under the Senior Term Loan Facility mature on November 1, 2023, subject, in certain circumstances, to a springing maturity inside the maturity of certain of Acquisition Corp.’s other indebtedness.

Maturity of Revolving Credit Facility

The maturity date of the Revolving Credit Facility is April 1, 2021.

Maturities of Senior Notes and Senior Secured Notes

As of December 31, 2016, there are no scheduled maturities of notes until 2022, when $883 million is scheduled to mature. Thereafter, $909 million is scheduled to mature.

Interest Expense, net

Total interest expense, net, was $40 million and $45 million for the three months ended December 31, 2016 and December 31, 2015, respectively. The weighted-average interest rate of the Company’s total debt was 4.9% at December 31, 2016, 5.3% at September 30, 2016, and 5.6% at December 31, 2015.