The following table summarizes the Company’s debt (in thousands):



	June 30, 2015			December 31, 2014
Revolving loans	$	—		$	—
Senior term loan, due 2019	385,000			395,000
4.75% senior notes, due 2022	400,000			400,000
5.00% senior notes, due 2024	300,000			300,000
3.75% convertible senior subordinated notes, due 2025	79,966			79,972
3.50% convertible senior subordinated notes, due 2044	424,250			424,250
4.00% junior subordinated convertible debentures, due 2033	304,898			306,683
3.25% convertible senior debentures, due 2035	186,033			186,033
3.25% convertible senior exchange debentures, due 2035	241,467			241,467
Capitalized lease and other debt obligations	9,796			13,083
Subtotal	2,331,410			2,346,488
(Subtract) unamortized debt discount	(372,804		)	(382,212		)
(Subtract) current portion of debt	(451,184		)	(446,717		)
Total long-term debt, net	$	1,507,422		$	1,517,559

3.75% Convertible Senior Subordinated Notes, due 2025

As of June 30, 2015, approximately $80 million aggregate principal amount of the Company’s 3.75% Convertible Senior Subordinated Notes, due 2025 (the “2025 Notes”) remained outstanding. Holders may convert their 2025 Notes, prior to December 15, 2023, on any date during any calendar quarter (and only during such calendar quarter) if the closing sale price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the 30 consecutive trading day period ending on, and including, the last trading day of the previous quarter, or at any time on or after December 15, 2023 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, on a net share settlement basis, based on a daily conversion value calculated on a proportionate basis for each day of the applicable 25 trading-day cash settlement averaging period. As of June 30, 2015, the adjusted conversion rate is approximately 37.64 shares of common stock per $1,000 principal amount of 2025 Notes (equivalent to an adjusted conversion price of approximately $26.56 per share), subject to adjustment in certain circumstances. As of June 30, 2015 and December 31, 2014, the 2025 Notes were convertible based on the price of the Company’s common stock over the applicable measuring period and, accordingly, the 2025 Notes have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheets. Because the terms of the 2025 Notes require the principal to be settled in cash, the Company reclassified from equity the portion of the 2025 Notes attributable to the conversion feature that had not yet been accreted to its face value.

Through July 23, 2015, holders of the 2025 Notes have presented for conversion approximately $64 million principal amount of

2025 Notes that are expected to settle in August 2015.

During the three months ended June 30, 2014, through privately negotiated transactions, Omnicare repurchased approximately $52 million in aggregate principal amount of its outstanding 2025 Notes for approximately $134 million in cash. The Company recognized an aggregate loss on the repurchases of approximately $8 million in the three and six months ended June 30, 2014, which is reflected in "Other charges" on the Consolidated Statements of Comprehensive Income.

4.00% Junior Subordinated Convertible Debentures, due 2033

As of June 30, 2015, approximately $305 million aggregate principal amount of the Company’s 4.00% Junior Subordinated Convertible Debentures, due 2033 (the “2033 Debentures”) was outstanding. The 2033 Debentures underlie the 4.00% Trust Preferred Income Equity Redeemable Securities (“Trust PIERS”) of Omnicare Capital Trust I and Omnicare Capital Trust II (the “Series A Trust PIERS” and “Series B Trust PIERS”, respectively). Each Trust PIERS represents an undivided beneficial interest in the assets of the applicable trust, which assets consist solely of a corresponding amount of 2033 Debentures. The Series A Trust PIERS and the Series B Trust PIERS have substantially similar terms, except that the Series B Trust PIERS have a net share settlement feature. Holders may convert their Trust PIERS on any date during any calendar quarter (and only during such calendar quarter) if the closing sale price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the 30 consecutive trading day period ending on, and including, the last trading day of the previous quarter or during the five business day period following any ten trading day period in which the average closing sale price for the applicable series of Trust PIERS was less than 105% (prior to June 15, 2028) of the average of the conversion values for such series of Trust PIERS (or less than 98% on or after June 15, 2028), or under certain other specified circumstances. As of June 30, 2015, the conversion rate is approximately 1.22 shares of common stock per $50 stated liquidation amount of Trust PIERS (equivalent to a conversion price of approximately $40.82 per share), subject to adjustment in certain circumstances. As of June 30, 2015 and December 31, 2014, the Trust PIERS (and the underlying 2033 Debentures) were convertible based on the price of the Company’s common stock over the applicable measuring period and, accordingly, the underlying 2033 Debentures have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheet. Because the terms of the majority of the 2033 Debentures require the principal to be settled in cash, the Company reclassified from equity the portion attributable to the conversion feature that had not yet been accreted to its face value.

The Trust PIERS (and underlying 2033 Debentures) have attained the threshold requiring payment of contingent interest in addition to regular cash interest. The Trust PIERS have accrued and paid contingent interest (ranging from $0.07 to $0.15 per $50 stated liquidation amount of Trust PIERS) for each quarterly interest period since June 2013.

3.25% Convertible Senior Debentures due 2035

As of June 30, 2015, approximately $186 million aggregate principal amount of the Company’s 3.25% Convertible Senior Debentures due 2035 (the “Initial 2035 Debentures”) remained outstanding. Holders of the Initial 2035 Debentures have the right, on December 15, 2015 (the “Put Date”), to require the Company to repurchase all or a portion of their Initial 2035 Debentures at a cash repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including contingent interest, if any). Because the Put Date occurs in 2015, the Initial 2035 Debentures have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014. The approximately $241 million aggregate principal amount outstanding of the Company’s 3.25% Convertible Senior Exchange Debentures due 2035 (the “Exchange 2035 Debentures”) has not been classified as current debt because the put date for this series is January 15, 2021.

3.50% Convertible Senior Subordinated Notes, due 2044

Subsequent to June 30, 2015, the Company’s 3.50% Convertible Senior Subordinated Notes, due 2044 (the “2044 Notes”) became convertible based on the price of the Company’s common stock over the applicable measuring period. The Company expects to classify the 2044 Notes as current debt on the Company’s Consolidated Balance Sheet as of September 30, 2015. Holders may convert their 2044 Notes prior to February 15, 2042, on any date during any calendar quarter (and only during such calendar quarter) if the closing sale price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter, or at any time on or after February 15, 2042 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of Omnicare common stock, if any, on a net share settlement basis, based on a daily conversion value calculated on a proportionate basis for each day of the applicable 25 trading-day cash settlement averaging period. As of June 30, 2015, the adjusted conversion rate is approximately 14.29 shares of common stock per $1,000 principal amount of 2044 Notes (equivalent to an initial conversion price of approximately $70 per share).

As outlined above and in the 2014 Annual Report, several series of the Company’s outstanding notes and debentures (collectively, the “Convertible Notes”) are convertible into cash and/or shares of Omnicare common stock under specified circumstances, including if the closing price of the Company’s common stock is more than 130% of the conversion price for such Convertible Notes during the applicable measurement period. In general, upon conversion, the Company will pay cash for the principal amount of the Convertible Notes and shares of common stock for the remainder, if any, based on a daily conversion value during the applicable cash settlement averaging period; provided that the Company will pay cash in lieu of any fractional shares. Payment occurs at the end of the applicable settlement period, which is generally 30 business days after the Company receives a holder’s notice of conversion. As of June 30, 2015, approximately $385 million in aggregate principal amount of Convertible Notes were convertible, including the 2025 Notes and the 2033 Debentures. This amount includes approximately $64 million principal amount of 2025 Notes presented for conversion through July 23, 2015 that are expected to settle in August 2015. Additionally, holders of approximately $186 million aggregate principal amount of the Initial 2035 Debentures have the right to require us to repurchase their Initial 2035 Debentures on December 15, 2015.

The aggregate principal amount of Convertible Notes convertible at any given time is subject to change depending on factors such as the trading price of the Company’s common stock during the applicable measurement period. The Company cannot predict the aggregate principal amount of Convertible Notes that will be convertible at any given time or how many, if any, holders of such Convertible Notes will present their Convertible Notes for conversion or how many, if any, holders of the Initial 2035 Debentures will require us to repurchase their Initial 2035 Debentures or the impact of any such conversions or repurchases on the Company’s results of operations, financial condition, liquidity or cash flows.

Revolving Credit Facility and Term Loan

As of June 30, 2015, there was $385 million outstanding under the Company’s term loan. The interest rate on the term loan was 1.69% at June 30, 2015. As of June 30, 2015, the Company had no outstanding borrowings under its revolving credit facility, except for approximately $13 million of standby letters of credit, substantially all of which are subject to automatic annual renewals.

Deferred Debt Issuance Costs

The Company amortized to expense approximately $1 million of deferred debt issuance costs during the three month periods ended June 30, 2015 and 2014, respectively, and $1 million and $2 million during the six month periods ended June 30, 2015 and 2014, respectively. Interest expense for the three and six months ended June 30, 2014 includes the write-off of approximately $1 million in deferred debt issuance costs related to the Company’s repurchase of a portion of the outstanding 2025 Notes during the second quarter of 2014.

Information relating to the Company’s convertible securities at June 30, 2015 is in the following table:



Convertible Debt	Carrying Value of Equity Component (in thousands)		Remaining Amortization Period	Effective Interest Rate
3.75% convertible senior subordinated notes, due 2025	$	6,913	10.50	8.25	%
4.00% junior subordinated convertible debentures, due 2033	$	117,659	18.00	8.01	%
3.25% convertible senior debentures, due 2035	$	233,901	0.50	7.63	%
3.25% convertible senior exchange debentures, due 2035	$	25,259	5.75	5.24	%
3.50% convertible senior subordinated notes, due 2044	$	208,200	28.65	7.70	%

The fair value of the Company’s fixed rate debt instruments is based on quoted market prices (Level II) and is summarized as follows (in thousands):



Fair Value of Financial Instruments
	June 30, 2015				December 31, 2014
Financial Instrument	Book Value		Market Value		Book Value		Market Value
4.75% senior notes, due 2022	$	400,000	$	426,000	$	400,000	$	408,000
5.00% senior notes, due 2024	300,000		324,000		300,000		316,700
3.75% convertible senior subordinated notes, due 2025
Carrying value	54,886				54,148		—
Unamortized debt discount	25,080				25,824		—
Principal amount	79,966		282,900		79,972		211,900
4.00% junior subordinated convertible debentures, due 2033
Carrying value	188,883				188,550		—
Unamortized debt discount	116,015				118,133		—
Principal amount	304,898		704,300		306,683		550,200
3.25% convertible senior debentures, due 2035
Carrying value	182,094				178,284		—
Unamortized debt discount	3,939				7,749		—
Principal amount	186,033		228,900		186,033		197,000
3.25% convertible senior exchange debentures, due 2035
Carrying value	218,504		—		216,738		—
Unamortized debt discount	22,963		—		24,729		—
Principal amount	241,467		300,500		241,467		279,500
3.50% convertible senior subordinated notes, due 2044
Carrying value	219,443				218,474		—
Unamortized debt discount	204,807				205,776		—
Principal amount	424,250		599,500		424,250		507,000