Long-Term Debt

Our long-term debt consists of the following:



		September 30, 2016							December 31, 2015
(in thousands)		Gross		Debt Issuance Costs			Net		Gross		Debt Issuance Costs			Net
Bank debt:
	Term loan facility borrowings due April 2020, weighted-average interest rate of 2.25% and 1.96% as of September 30, 2016 and December 31, 2015, respectively	$	1,315,313	$	(13,479	)	$	1,301,834	$	828,750	$	(9,720	)	$	819,030
	Revolving line of credit borrowings due April 2020, weighted-average interest rate of 2.24%and 1.96% as of September 30, 2016 and December 31, 2015, respectively	255,000		(5,150		)	249,850		75,000		(6,262		)	68,738
Notes:
	7.25% senior notes due June 2021	—		—			—		393,000		(11,121		)	381,879
	7.55% senior debentures due April 2028	59,645		(217		)	59,428		59,645		(231		)	59,414
Acquisition-related note:
	Non-interest bearing acquisition note, $5.0 million installment due March 2016	—		—			—		4,924		—			4,924
Other debt:
	Various debt instruments with maturities through 2019	3,596		—			3,596		2,689		—			2,689
Total long-term debt		1,633,554		(18,846		)	1,614,708		1,364,008		(27,334		)	1,336,674
Less current portion of long-term debt		87,484		—			87,484		48,497		—			48,497
Long-term debt, net of current portion		$	1,546,070	$	(18,846	)	$	1,527,224	$	1,315,511	$	(27,334	)	$	1,288,177

As of September 30, 2016 and December 31, 2015, we have recorded $2.4 million and $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, which included a premium on debt extinguishment payment in the amount of $14.2 million for the three and nine months ended September 30, 2016.

Credit Agreement

In July 2016, 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 a $1.3 billion term loan facility (the "Term Facility") and a $550.0 million revolving credit facility (the "Revolving Facility"). The Term Facility matures and the Revolving Facility expires in April 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 request that the lenders increase the Term Facility by up to $225.0 million in the aggregate; however, the lenders are not obligated to do so.

The loans under the Credit Agreement bear interest, at our election, at (i) the Alternate Base Rate (as defined in the Credit Agreement) plus the Applicable Rate (as defined in the Credit Agreement) or (ii) the London interbank offering rate for Eurocurrency borrowings, adjusted for statutory reserves, plus the Applicable Rate. The initial Applicable Rate for Alternate Base Rate borrowings is 0.75% and for Adjusted Eurocurrency Rate (as defined in the Credit Agreement) borrowings is 1.75%. Starting with the full fiscal quarter after the closing date, the Applicable Rate will vary depending on our leverage ratio. The minimum Applicable Rate for Alternate Base Rate borrowings will be 0.25% and the maximum will be 1.00%. The minimum Applicable Rate for Adjusted Eurocurrency Rate borrowings will be 1.25% and the maximum will be 2.00%. The Credit Agreement also requires us to pay commitment fees for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.40%, depending on our leverage ratio.

The Credit Agreement provides that loans under the Term Facility must be repaid in quarterly installments, commencing in September 2016 and continuing on each three-month anniversary thereafter in an amount equal to $17.2 million for the first four quarterly payments, $34.4 million for the next four quarterly payments and $51.6 million for each quarterly payment thereafter through March 2020. The outstanding balance of the Term Facility will be due in April 2020.

The Credit Agreement contains financial maintenance covenants, including a (i) maximum total leverage ratio not to exceed 4.50 to 1.00 (stepped down to 4.25 to 1.00 starting with the fiscal quarter ending June 2017, with a further step down to 3.75 to 1.00 starting with the fiscal quarter ending June 2018 and stepped down to 3.50 to 1.00 starting with the fiscal quarter ending June 2019) and (ii) a minimum interest coverage ratio of not less than 3.00 to 1.00. See Note 13 - Acquisitions for further discussion.

At September 30, 2016, we had borrowing capacity under the Revolving Facility of $295.0 million and 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 $6.3 million of debt issuance costs of which $0.3 million were expensed in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2016. We capitalized the remaining $6.0 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. We had unamortized costs of $14.0 million related to previously recorded debt issuance costs, which we will amortize over the term of the Credit Agreement. In connection with the redemption of the Notes in July 2016, we wrote-off $10.2 million of unamortized debt issuance costs during the three and nine months ended September 30, 2016.

For the nine months ended September 30, 2015, we recorded $6.5 million of debt issuance costs of which $0.4 million were expensed in the accompanying condensed consolidated statements of operations and we capitalized the remaining $6.1 million of debt issuance costs within long-term debt, net in the accompanying condensed consolidated balance sheets. Further, we wrote-off $1.6 million of unamortized debt issuance costs during the nine months ended September 30, 2015.

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 12 - 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

We have entered into amortizing interest rate swaps ("Swaps") in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. In August 2016, we entered into Swaps which became effective in September 2016 and terminate in April 2020. The Swaps entered in August 2016 are for an initial notional balance of $500.0 million, with a fixed interest rate of 1.03%, and amortize quarterly by $25.0 million through December 2018, with a notional step up of $100.0 million in March 2019, continued quarterly amortization of $25.0 million through April 2020, and a remaining notional amount of $275.0 million. In May 2014, we entered into Swaps which became effective in December 2014 and terminate in March 2019. The Swaps entered in May 2014 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 have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges resulted in a liability of $8.7 million and $4.4 million as of September 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 $0.2 million in deferred taxes) and unrealized losses of $2.0 million (net of $1.3 million in deferred taxes) for the three months ended September 30, 2016 and 2015, respectively, and unrealized losses of $2.7 million (net of $1.7 million in deferred taxes) and $3.1 million (net of $1.9 million in deferred taxes) for the nine months ended September 30, 2016 and 2015, respectively, were recognized in other comprehensive (loss)/income related to the Swaps.