NOTE 13. DEBT

The following table presents the carrying amounts of the Company’s total indebtedness at December 31, 2016 and 2015 (in thousands):



			December 31, 2016				December 31, 2015
	Effective Interest Rate		Principal Amount		Carrying Amount		Principal Amount		Carrying Amount
7.25% Senior Notes due 2022	7.91	%	$	400,000	$	389,150	$	400,000	$	387,465
5.75% Senior Notes due 2022	6.04	%	700,000		691,339		700,000		689,912
5.375% Senior Notes due 2023	5.62	%	750,000		740,733		750,000		739,489
6.00% Senior Notes due 2023	6.28	%	1,635,000		1,610,280		1,635,000		1,607,306
6.00% Senior Notes due 2025	6.27	%	1,200,000		1,179,203		1,200,000		1,177,287
Term Loan A Facility Due 2019	2.95	%	941,875		932,824		1,017,500		1,003,669
Term Loan B Facility Due 2022	4.06	%	2,772,000		2,728,919		2,800,000		2,750,100
Revolving Credit Facility	—		—		—		225,000		225,000
Other debt	1.50	%	55		55		134		134
Total long-term debt, net			$	8,398,930	$	8,272,503	$	8,727,634	$	8,580,362
Less current portion, net			131,125		131,125		328,705		328,705
Total long-term debt, less current portion, net			$	8,267,805	$	8,141,378	$	8,398,929	$	8,251,657

The senior notes are unsecured and subordinated in right of payment to our credit facility.

The total fair value of the Company’s total long-term debt at December 31, 2016 and 2015, was $7.8 billion and $8.6 billion, respectively.

The fair value of the Company’s long-term debt is estimated using the quoted market prices for the same or similar debt issuances. Based on this valuation methodology, we determined these debt instruments represent Level 2 measurements within the fair value hierarchy.

Pursuant to the terms of the credit agreements and indentures governing our various debt instruments, certain subsidiaries of Endo International plc, known as restricted subsidiaries, are subject to various restrictions limiting their ability to transfer funds to Endo International plc. As of December 31, 2016, net assets of our restricted subsidiaries comprised more than 95% of the Company’s consolidated total net assets, after intercompany eliminations.

Credit Facility

Upon closing of the Paladin acquisition on February 28, 2014, certain subsidiaries of the Company entered into a credit agreement (the 2014 Credit Agreement) with Deutsche Bank AG New York Branch, as administrative agent, collateral agent, issuing bank and swingline lender and certain other lenders, which provided for a five-year senior secured term loan A facility in an aggregate principal amount of $1.1 billion (the 2014 Term Loan A Facility), a seven-year senior secured term loan B facility in an aggregate principal amount of $425.0 million (the 2014 Term Loan B Facility), and a five-year revolving credit facility in an aggregate principal amount of $750.0 million (the 2014 Revolving Credit Facility). The 2014 Credit Agreement was entered into to refinance certain of our existing indebtedness, including our prior credit facility, and for general corporate purposes, including acquisitions.

In June 2015, certain subsidiaries of the Company entered into Amendment No. 1 to Credit Agreement (Amendment No. 1), with Deutsche Bank and certain other lenders, pursuant to which we amended the 2014 Credit Agreement to, among other things, (i) permit the acquisition by Endo Designated Activity Company, formerly known as Endo Limited (Endo DAC) or its affiliates of Par and (ii) permit an incremental revolving facility in an aggregate principal amount of $250.0 million (the Incremental Revolving Facility), and one or more incremental term B loan facilities in an aggregate principal amount up to $5.0 billion, in each case, in connection with the Par acquisition. Loans incurred under the 2014 Term Loan A Facility, the 2014 Term Loan B Facility and the Incremental Term Loan B Facility (as defined below) are recorded net of the unamortized portion of the original purchaser’s discount. This discount is amortized to interest expense over the term of the Amended Credit Agreement (as defined below).

Simultaneously with the closing of the Par acquisition, on September 25, 2015, we entered into the Incremental Amendment to Credit Agreement, with Deutsche Bank and certain other lenders (the Incremental Amendment), pursuant to which we (i) increased our revolving capacity to $1.0 billion pursuant to the Incremental Revolving Facility (ii) incurred an incremental term loan B facility (the Incremental Term Loan B Facility) in an aggregate principal amount of $2.8 billion (together with the Incremental Revolving Facility, the Par Incremental Facilities) and (iii) repaid in full the amount outstanding under the 2014 Term Loan B Facility. We refer to the 2014 Credit Agreement, as amended by Amendment No. 1 and the Incremental Amendment, and as further amended, restated, supplemented or otherwise modified, as the Amended Credit Agreement.

Borrowings under our revolving credit facilities and our Term Loan A facility bear interest at a rate equal to an applicable margin plus London Interbank Offered Rate (LIBOR). In addition, borrowings under our Term Loan B facility bear interest at a rate equal to an applicable margin plus LIBOR, subject to a LIBOR floor of 0.75%.

We have $997.4 million of remaining credit available through the revolving credit facilities as of December 31, 2016.

In January 2017, certain subsidiaries of the Company entered into Amendment No. 2 to the Credit Agreement (Amendment No. 2), with Deutsche Bank and certain other lenders, pursuant to which we amended the 2014 Credit Agreement to clarify certain definitions of Excess Cash Flow and Excess Cash Payment Date.

In addition to the Incremental Revolving Facility and the Incremental Term Loan B Facility, the Amended Credit Agreement also permits us to obtain (i) incremental revolving and/or term loan commitments of $1.0 billion plus (ii) an unlimited amount of incremental revolving and/or term loan commitments if the Secured Leverage Ratio (as defined in the Amended Credit Agreement), at the time of incurrence of such incremental commitments and after giving effect thereto on a pro forma basis, is less than or equal to 3.00 to 1.00 (assuming for purposes of such calculation that any incremental revolving commitments incurred at the time of such calculation are fully drawn and without netting cash proceeds of any incremental facilities or, in lieu of loans under any incremental facilities, pari passu or junior secured or unsecured notes or junior secured term loans) from one or more of the existing lenders (or their affiliates) or other lenders (with the consent of the administrative agent) and, subject to compliance by the borrowers with the documentation and other requirements under the Amended Credit Agreement, without the need for consent from any of the existing lenders under the Amended Credit Agreement (other than those existing lenders that have agreed to provide such incremental facilities).

The Amended Credit Agreement contains affirmative and negative covenants that the Company believes to be usual and customary for a senior secured credit facility. The negative covenants include, among other things, limitations on capital expenditures, asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with the Company’s affiliates. As of December 31, 2016, we were in compliance with all such covenants. In addition, on an annual basis commencing with the year ended December 31, 2016, the Company is required to perform a calculation of excess cash flow (as defined in the Amended Credit Agreement), which may result in an accelerated payment of the principal amount. The excess cash flow calculation for the year ended December 31, 2016 did not result in an excess payment.

Maturities

Maturities on long-term debt for each of the next five years as of December 31, 2016 are as follows (in thousands):



	December 31, 2016
2017	$	131,125
2018	$	179,250
2019	$	715,500
2020	$	28,000
2021	$	28,000