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Long-Term Debt, Net of Current
6 Months Ended
Jun. 30, 2016
Debt Disclosure [Abstract]  
Long-Term Debt, Net of Current
Long-Term Debt, Net of Current

Our long-term debt consists of the following:

 
 
June 30, 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

 
(10,189
)
 
382,811

 
393,000

 
(11,121
)
 
381,879

 
 
 
 
 
 
 
 
 
 
 
 


 
7.55% senior debentures due April 2028
59,645

 
(222
)
 
59,423

 
59,645

 
(231
)
 
59,414

 
 
 
 
 
 
 
 
 
 
 
 


Bank debt:
 

 
 

 
 
 
 

 
 

 


 
Term loan facility borrowings due April 2020, weighted-average interest rate of 2.19% and 1.96% as of June 30, 2016 and December 31, 2015, respectively
807,500

 
(8,431
)
 
799,069

 
828,750

 
(9,720
)
 
819,030

 
Revolving line of credit borrowings due April 2020, weighted-average interest rate of 2.19% and 1.96% as of June 30, 2016 and December 31, 2015, respectively
390,000

 
(5,526
)
 
384,474

 
75,000

 
(6,262
)
 
68,738

Other debt:
 

 
 

 
 
 
 

 
 

 


 
Various debt instruments with maturities through 2019
3,033

 

 
3,033

 
2,689

 

 
2,689

Total long-term debt
1,653,178


(24,368
)
 
1,628,810

 
1,364,008


(27,334
)
 
1,336,674

Less current portion of long-term debt
43,863

 

 
43,863

 
48,497

 

 
48,497

Long-term debt, net of current portion
$
1,609,315

 
$
(24,368
)
 
$
1,584,947

 
$
1,315,511


$
(27,334
)

$
1,288,177



As of June 30, 2016 and December 31, 2015, we have recorded $3.6 million 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").     In July 2016, we completed the redemption of all outstanding balances under the Notes. See Note 15 - Subsequent Events for further discussion. Prior to redemption, the Notes were guaranteed on a senior unsecured basis by each of our direct and indirect subsidiaries that guarantee our Credit Agreement (defined below).

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. As of June 30, 2016, the Credit Agreement provided 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 included a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provided for the ability to increase the Term Facility and Revolving Facility by up to $750.0 million in the aggregate. As of June 30, 2016, we were in compliance with all of our covenants under the Credit Agreement.

In July 2016, effective June 2016, we amended our Credit Agreement with Bank of America, N.A. as administrative agent and other financial institutions, which allowed us to complete $525.0 million of incremental term loan borrowings. See Note 15 - Subsequent Events for further discussion. The Term Facility matures and the Revolving Facility expires on April 2020.

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 six months ended June 30, 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 six months ended June 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.

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 $9.3 million and $4.4 million as of June 30, 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 $0.4 million (net of $0.3 million in deferred taxes) and unrealized gains of $1.1 million (net of $0.7 million in deferred taxes) for the three months ended June 30, 2016 and 2015, respectively, and unrealized losses of $3.0 million (net of $1.9 million in deferred taxes) and $1.1 million (net of $0.7 million in deferred taxes) for the six months ended June 30, 2016 and 2015, respectively, were recognized in other comprehensive (loss)/income related to the Swaps.