DEBT



	December 31, 2018				December 31, 2017
In thousands	Current		Non-Current		Current		Non-Current
2024 Senior Notes, net⁽¹⁾	$	—	$	245,854	$	—	$	245,088
Revolving Credit Facility⁽²⁾	—		135,000		—		100,000
Capital lease obligations	24,937		53,035		16,559		35,481
Silvertip debt obligation	—		—		14,194		—
	$	24,937	$	433,889	$	30,753	$	380,569

⁽¹⁾Net of unamortized debt issuance costs of $4.1 million and $4.9 million at December 31, 2018 and December 31, 2017, respectively.

⁽²⁾Unamortized debt issuance costs of $2.2 million and $1.9 million at December 31, 2018 and December 31, 2017, respectively, included in Other Non-Current Assets.

2024 Senior Notes

In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended for net proceeds of approximately $245.0 million. The 2024 Senior Notes are governed by an Indenture dated as of May 31, 2017 (the “Indenture”), among the Company, as issuer, certain of the Company's subsidiaries named therein, as guarantors thereto (the “Guarantors”), and the Bank of New York Mellon, as trustee. In connection with the sale of the 2024 Senior Notes, the Company entered into a Registration Rights Agreement. On August 4, 2017, the Company commenced an exchange offer of registered 2024 Senior Notes for privately-placed 2024 Senior Notes which was completed on September 12, 2017. The 2024 Senior Notes bear interest at a rate of 5.875% per year from the date of issuance. Interest on the 2024 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2017. The 2024 Senior Notes will mature on June 1, 2024 and are fully and unconditionally guaranteed by the Guarantors. At any time prior to June 1, 2020, the Company may redeem all or part of the 2024 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the 2024 Senior Notes on or after June 1, 2020, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to June 1, 2020, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional 2024 Senior Notes, at a redemption price equal to 105.875% of the principal amount. The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting the Company's subsidiaries' ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets. The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type.

Revolving Credit Facility

In September 2017, the Company, as borrower, and certain subsidiaries of the Company, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A, Royal Bank of Canada, Bank of Montreal, Chicago Branch, and the Bank of Nova Scotia. The Credit Agreement provided for a $200.0 million senior secured revolving credit facility (the “Facility”), which may be increased by up to $50.0 million in incremental loans and commitments subject to the terms of the Credit Agreement. The Facility originally had a term of four years. Loans under the Facility will bear interest at a rate equal to either a base rate plus a margin ranging from 1.00% to 1.75% or an adjusted LIBOR rate plus a margin ranging from 2.00% to 2.75%, as selected by the Company, in each case, with such margin determined in accordance with a pricing grid based upon the Company’s consolidated net leverage ratio as of the end of the applicable period.

The Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries, including the land, mineral rights and infrastructure at the Kensington, Rochester and Wharf mines, as well as a pledge of the shares of certain of the Company’s subsidiaries. The Credit Agreement contains representations and warranties and affirmative and negative covenants that are usual and customary, including representations, warranties, and covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and make dividends and distributions. The Credit Agreement contains financial covenants consisting of a consolidated net leverage ratio and a consolidated interest coverage ratio. Obligations under the Credit Agreement may be accelerated upon the occurrence of certain customary events of default.

In October 2018, the Company entered into the Amendment to increase the Facility by $50.0 million and extend the term by approximately one year. The Credit Agreement, as amended by the Amendment, continues to be fully and unconditionally guaranteed by certain subsidiaries of the Company.

At December 31, 2018, the Company had $115.0 million available under the Facility; $20.0 million was drawn, net of repayments, during 2018 to finance working capital and general corporate purposes, $15.0 million was drawn to repay the third-party debt obligation at Silvertip as described below, $100.0 million was drawn to partially fund the Silvertip acquisition in 2017, and $12.0 million was drawn and subsequently repaid to support outstanding letters of credit. At December 31, 2018, the interest rate of the Facility was 4.754%. The Company has swapped $50.0 million of variable rate debt on the Facility to fixed rate debt through an interest rate swap.

Silvertip Debt Obligation

The Company assumed an existing third-party debt obligation as part of the Silvertip acquisition. In February 2018, the Company voluntarily terminated and repaid the remaining debt obligation of $12.6 million.

2021 Senior Notes

Concurrent with the offering of the 2024 Senior Notes, the Company commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding $178.0 million in aggregate principal amount of its 2021 Senior Notes. The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated May 19, 2017. Holders of the 2021 Senior Notes who tendered their notes were entitled to receive $1,043.88 per $1,000 principal amount of the Notes, plus accrued and unpaid interest. $118.1 million aggregate principal amount of the Notes were tendered and purchased by the Company on May 31, 2017. In accordance with the terms of the indenture governing the 2021 Senior Notes, the remaining $59.9 million aggregate principal amount of the Notes were redeemed on June 30, 2017 at the redemption price of $1,039.38 per $1,000 principal amount, plus accrued and unpaid interest. The Company recorded a loss of $9.3 million as a result of the extinguishment of the 2021 Senior Notes.

Capital Lease Obligations

From time to time, the Company acquires mining equipment under capital lease agreements. In the year ended December 31, 2018, the Company entered into new lease financing arrangements primarily for mining equipment at Rochester, Palmarejo, Silvertip, Wharf and Kensington. All capital lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments.

Minimum future lease payments under capital and operating leases with terms longer than one year are as follows:



At December 31, (In thousands)
	Operating leases		Capital leases
2019	$	15,941	$	28,432
2020	15,394		23,459
2021	14,775		22,129
2022	14,722		12,987
2023	14,242		6,633
Thereafter	27,686		1,023
Total	$	102,760	$	94,663
Less: imputed interest	—		(16,691		)
Net lease obligation	$	102,760	$	77,972

Interest Expense



	Year ended December 31,
In thousands	2018			2017			2016
2024 Senior Notes	$	14,688		$	8,608		$	—
2021 Senior Notes	—			6,221			28,871
Revolving Credit Facility	5,854			885			—
3.25% Convertible Senior Notes due 2028	—			—			13
Term Loan due 2020	—			—			4,939
Capital lease obligations	2,270			1,621			1,422
Accretion of Palmarejo gold production royalty obligation	—			—			1,211
Amortization of debt issuance costs	1,302			809			1,933
Accretion of debt premium	—			(71		)	(345		)
Accretion of Silvertip contingent consideration	1,311			260			—
Other debt obligations	176			42			58
Capitalized interest	(1,237		)	(1,935		)	(1,206		)
Total interest expense, net of capitalized interest	$	24,364		$	16,440		$	36,896