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Long-Term Debt
6 Months Ended
Jun. 30, 2014
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt

Our long-term debt consists of the following:

 
 
June 30,
 
December 31,
(in thousands)
2014
 
2013
Acquisition-related note:
 
 
 
 
Non-interest bearing acquisition note, $5.0 million installment due March 2016
$
4,480

 
$
9,276

Notes:
 
 

 
 

 
7.25% senior notes due June 2021
393,000

 
393,000

 
5.7% senior debentures due August 2014
825

 
825

 
7.55% senior debentures due April 2028
59,645

 
59,645

Bank debt:
 
 

 
 

 
Revolving line of credit borrowings due March 2019, weighted-average interest rate of 2.73% at June 30, 2014
185,000

 

 
Term loan facility borrowings due March 2019, weighted-average interest rate of 2.07% at June 30, 2014
828,750

 

 
Revolving line of credit borrowings due May 2016, weighted-average interest rate of 1.9% at December 31, 2013, extinguished in March 2014

 
100,000

 
Term loan facility borrowings through May 2016, weighted-average interest rate of 2.9% at December 31, 2013, extinguished in March 2014

 
275,625

Other debt:
 
 

 
 

 
Various interest rates with maturities through 2017
1,901

 
1,559

Total long-term debt
1,473,601

 
839,930

Less current portion of long-term debt
33,339

 
28,154

Long-term debt, net of current portion
$
1,440,262

 
$
811,776



Senior Notes

On May 20, 2011, we issued $400.0 million aggregate principal amount of 7.25% senior notes due 2021 (the "Notes"). The Notes are guaranteed on a senior unsecured basis by each of our existing and future direct and indirect subsidiaries that guarantee our Credit Agreement (defined below). Separate financial statements for each guarantor subsidiary are not included in this filing because each guarantor subsidiary is 100% owned and the guarantees of the Notes are joint and several and full and unconditional. The combined accounts of the guarantor subsidiaries, the combined accounts of the non-guarantor subsidiaries, the combined consolidating adjustments and eliminations and the consolidated accounts for CoreLogic, Inc. (the "Parent") for the dates and periods indicated are included in Note 17 - Guarantor Subsidiaries. The guarantees are subject to release under certain customary circumstances. The indenture governing the Notes provides that the guarantees may be automatically and unconditionally released only upon the following circumstances: 1) the guarantor is sold or sells all of its assets in compliance with the terms of the indenture; 2) the guarantor is released from its guarantee obligations under the credit agreement; 3) the guarantor is properly designated as an “unrestricted subsidiary;” or 4) the requirements for legal or covenant defeasance or satisfaction and discharge have been satisfied. The maximum potential amounts that could be required to be paid under the guarantees are essentially equal to the outstanding principal and interest under the Notes. There are no significant restrictions on the ability of the Parent or any guarantor subsidiary to obtain funds from its subsidiaries by dividend or loan. The Notes bear interest at 7.25% per annum and mature on June 1, 2021. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2011. As of June 30, 2014, we were in compliance with all of our covenants under the indenture.

Credit Agreement

On March 25, 2014, we entered into a senior secured credit facility (the "Credit Agreement") with Bank of America, N.A. as administrative agent and other financial institutions, which replaced our previous senior secured credit facility that was entered into on May 23, 2011 (the "Terminated Credit Agreement"). The Credit Agreement provides for an $850.0 million five-year term loan facility (the "Term Facility") and a $550.0 million revolving credit facility (the "Revolving Facility"). The Revolving Facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $500.0 million in the aggregate. For the six months ended June 30, 2014, we prepaid $10.6 million of outstanding indebtedness under the Term Facility. This prepayment was applied to the most current portion of the term loan amortization schedule. As of June 30, 2014, we were in compliance with all of our covenants under the Credit Agreement.

As of June 30, 2014 and December 31, 2013, we have recorded $5.2 million and $4.6 million, respectively, of accrued interest expense.

Debt Issuance Costs

In connection with entering into the Credit Agreement, we incurred approximately $14.0 million of debt issuance costs of which $0.5 million was recorded as interest expense in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2014. We capitalized the remaining $13.5 million of debt issuance costs, within other assets in the accompanying condensed consolidated balance sheet, as of June 30, 2014 and will amortize these costs over the term of the Credit Agreement. When we entered into the Credit Agreement, we had unamortized costs of $5.4 million related to previously recorded debt issuance costs, which we will amortize over the term of the Credit Agreement. In connection with entering into the Credit Agreement, during the six months ended June 30, 2014, we wrote-off $0.8 million of unamortized debt issuance costs.

Acquisition-Related Notes

In March 2011, we entered into a settlement services joint venture with Speedy Title & Appraisal Review Services LLC ("STARS"). Our initial investment in STARS was $20.0 million and we also issued a note payable for an additional $15.0 million of consideration, which is non-interest bearing and due in three equal installments. As of June 30, 2014, the discounted balance outstanding under the note was $4.5 million.

Interest Rate Swaps

In May 2014, we entered into an amortizing interest rate swap transactions ("Swaps"). The Swaps become effective on December 31, 2014 and terminate on March 2019. The Swaps are for an initial notional balance of $500.0 million, with a fixed interest rate of 1.57%, and amortize quarterly by $12.5 million through December 31, 2017 and $25.0 million through December 31, 2018, with a notional amount of $250.0 million. Previous Swaps entered in June 2011 were terminated with a realized loss of $4.1 million for the six months ended June 30, 2014 upon full repayment of the underlying debt associated with the Terminated Credit Agreement.

We entered into the Swaps in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. We have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges resulted in a liability of $1.0 million and $4.0 million at June 30, 2014 and December 31, 2013, respectively, which is included in the accompanying consolidated balance sheets as a component of other liabilities.

Unrealized losses of $0.6 million (net of less than $0.4 million in deferred taxes) and unrealized gains of $0.7 million (net of $0.4 million in deferred taxes) were recognized in other comprehensive income related to the Swaps for the three months ended June 30, 2014 and 2013, respectively. In addition, unrealized losses of $0.7 million (net of less than $0.4 million in deferred taxes) and unrealized gains of $1.2 million (net of $0.8 million in deferred taxes) were recognized in other comprehensive income related to the Swaps for the six months ended June 30, 2014 and 2013, respectively.