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Long-Term Debt
3 Months Ended
Mar. 31, 2016
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt, Net of Current

Our long-term debt consists of the following:

 
 
March 31, 2016
 
December 31, 2015
(in thousands)
Gross
 
Debt Issuance Costs
 
Net
 
Gross
 
Debt Issuance Costs
 
Net
Acquisition-related note:
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing acquisition note, $5.0 million installment due March 2016
$

 
$

 
$

 
$
4,924

 
$

 
$
4,924

Notes:
 

 
 

 
 
 
 

 
 

 


 
7.25% senior notes due June 2021
393,000

 
(10,655
)
 
382,345

 
393,000

 
(11,121
)
 
381,879

 
 
 
 
 
 
 
 
 
 
 
 


 
7.55% senior debentures due April 2028
59,645

 
(227
)
 
59,418

 
59,645

 
(231
)
 
59,414

 
 
 
 
 
 
 
 
 
 
 
 


Bank debt:
 

 
 

 
 
 
 

 
 

 


 
Term loan facility borrowings due April 2020, weighted-average interest rate of 2.18% and 1.96% as of March 31, 2016 and December 31, 2015, respectively
818,125

 
(9,073
)
 
809,052

 
828,750

 
(9,720
)
 
819,030

 
Revolving line of credit borrowings due April 2020, weighted-average interest rate of 2.18% and 1.96% as of March 31, 2016 and December 31, 2015, respectively
75,000

 
(5,894
)
 
69,106

 
75,000

 
(6,262
)
 
68,738

Other debt:
 

 
 

 
 
 
 

 
 

 


 
Various debt instruments with maturities through 2019
2,660

 

 
2,660

 
2,689

 

 
2,689

Total long-term debt
1,348,430


(25,849
)
 
1,322,581

 
1,364,008


(27,334
)
 
1,336,674

Less current portion of long-term debt
43,640

 

 
43,640

 
48,497

 

 
48,497

Long-term debt, net of current portion
$
1,304,790

 
$
(25,849
)
 
$
1,278,941

 
$
1,315,511


$
(27,334
)

$
1,288,177


As of March 31, 2016 and December 31, 2015, we have recorded $12.2 million and $3.6 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 March 31, 2016, 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 March 31, 2016, 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 in 2015, 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 three months ended March 31, 2015. We capitalized the remaining $6.1 million of debt issuance costs within long-term debt, net 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 in 2015, 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 three months ended March 31, 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.

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 $8.6 million and $4.4 million as of March 31, 2016 and December 31, 2015, respectively, which is included in the accompanying condensed consolidated balance sheets as a component of other liabilities.

Unrealized losses of $2.6 million (net of $1.7 million in deferred taxes) and unrealized gains of $2.2 million (net of $1.4 million in deferred taxes) were recognized in other comprehensive loss related to the Swaps for the three months ended March 31, 2016 and 2015, respectively.