XML 69 R13.htm IDEA: XBRL DOCUMENT v3.3.0.814
Long-Term Debt
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Long-Term Debt
– Long-Term Debt

Our long-term debt consists of the following:

 
 
September 30,
 
December 31,
(in thousands)
2015
 
2014
Acquisition-related note:
 
 
 
 
Non-interest bearing acquisition note, $5.0 million installment due March 2016
$
4,847

 
$
4,623

Notes:
 
 

 
 

 
7.25% senior notes due June 2021
393,000

 
393,000

 
 
 
 
 
 
7.55% senior debentures due April 2028
59,645

 
59,645

Bank debt:
 
 

 
 

 
Term loan facility borrowings due April 2020, weighted-average interest rate of 1.94% at September 30, 2015
839,375

 

 
Revolving line of credit borrowings due April 2020, weighted-average interest rate of 2.08% at September 30, 2015
100,000

 

 
Revolving line of credit borrowings due March 2019, weighted-average interest rate of 3.92% at December 31, 2014, extinguished April 2015

 
85,000

 
Term loan facility borrowings due March 2019, weighted-average interest rate of 2.41% at December 31, 2014, extinguished April 2015

 
786,250

Other debt:
 
 

 
 

 
Various debt instruments with maturities through 2019
2,284

 
2,045

Total long-term debt
1,399,151

 
1,330,563

Less current portion of long-term debt
48,253

 
11,352

Long-term debt, net of current portion
$
1,350,898

 
$
1,319,211



As of September 30, 2015 and December 31, 2014, we have recorded $11.8 million and $9.2 million, respectively, of accrued interest expense on our debt-related instruments.

Senior Notes

In May 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 16 - 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 September 30, 2015, we were in compliance with all of our covenants under the indenture.

Credit Agreement

In April 2015, we amended and restated our senior secured credit facility (the "Credit Agreement") with Bank of America, N.A. as administrative agent and other financial institutions. 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") and expires on April 21, 2020. 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 $750.0 million in the aggregate. As of September 30, 2015, we were in compliance with all of our covenants under the Credit Agreement.

Debt Issuance Costs

In connection with the amendment and restatement of the Credit Agreement, we incurred approximately $6.5 million of debt issuance costs of which $0.4 million were expensed in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2015. We capitalized the remaining $6.1 million of debt issuance costs within other assets in the accompanying condensed consolidated balance sheets, and will amortize these costs over the term of the Credit Agreement.

When we amended and restated the Credit Agreement, we had unamortized costs of $14.8 million related to previously recorded debt issuance costs, which we will amortize over the term of the Credit Agreement. In connection with the amendment and restatement of the Credit Agreement, during the nine months ended September 30, 2015, we wrote-off $1.6 million of unamortized debt issuance costs.

7.55% Senior Debentures

In April 1998, we issued $100.0 million in aggregate principal amount of 7.55% senior debentures due 2028. In April 2010, in anticipation of the spin-off of our financial services businesses into a new, publicly-traded, New York Stock Exchange-listed company called First American Financial Corporation ("FAFC") in June 2010 ("Separation"), we commenced a cash tender offer for these debentures and also solicited consent from the holders thereof to expressly affirm that the Separation would not conflict with the terms of the debentures. See Note 11 - Litigation and Regulatory Contingencies for further discussion on the Separation. In April 2010, we announced that valid consents were tendered representing over 50.0% of the outstanding debentures. Accordingly, we received the requisite approvals from debenture holders and amended the related indentures. The indentures governing these debentures, as amended, contain limited restrictions on the Company.

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 September 30, 2015, the discounted balance outstanding under the note was $4.8 million.

Interest Rate Swaps

In May 2014, we entered into amortizing interest rate swap transactions ("Swaps"). The Swaps became effective in December 2014 and terminate in 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 remaining notional amount of $250.0 million. 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 $8.8 million and $3.8 million as of September 30, 2015 and December 31, 2014, respectively, which is included in the accompanying condensed consolidated balance sheets as a component of other liabilities.

Our previous amortizing interest rate swap transactions entered into in June 2011 were terminated with a realized loss of $4.1 million for the nine months ended September 30, 2014 upon full repayment of the underlying debt associated with the terminated credit agreement.

Unrealized losses of $2.0 million (net of $1.3 million in deferred taxes) and unrealized gains of $1.0 million (net of $0.6 million in deferred taxes) were recognized in other comprehensive loss related to the Swaps for the three months ended September 30, 2015 and 2014, respectively. In addition, unrealized losses of $3.1 million (net of $1.9 million in deferred taxes) and unrealized gains of $0.3 million (net of $0.2 million in deferred taxes) were recognized in other comprehensive loss related to the Swaps for the nine months ended September 30, 2015 and 2014, respectively.