Long-Term Debt

Long-term debt as of December 31, 2017 and 2016 consists of the following:



		December 31, 2017								December 31, 2016
(in thousands)		Gross		Debt Issuance Costs			Net			Gross		Debt Issuance Costs			Net
Bank debt:
	Term loan facility borrowings due August 2022, weighted-average interest rate of 3.28% as of December 31, 2017	$	1,755,000	$	(17,017	)	$	1,737,983		$	—	$	—		$	—
	Revolving line of credit borrowings due August 2022	—		(6,672		)	(6,672		)	—		—			—
	Term loan facility borrowings due April 2020, weighted-average interest rate of 2.31% as of December 31, 2016, extinguished August 2017	—		—			—			1,298,125		(12,419		)	1,285,706
	Revolving line of credit borrowings due April 2020, weighted-average interest rate of 2.31% as of December 31, 2016, extinguished August 2017	—		—			—			302,000		(4,761		)	297,239
Notes:
	7.55% senior debentures due April 2028	14,645		(48		)	14,597			14,645		(52		)	14,593
Other debt:
	Various interest rates with maturities through 2021	7,662		—			7,662			4,509		—			4,509
Total long-term debt		1,777,307		(23,737		)	1,753,570			1,619,279		(17,232		)	1,602,047
Less current portion of long-term debt		70,046		—			70,046			105,158		—			105,158
Long-term debt, net of current portion		$	1,707,261	$	(23,737	)	$	1,683,524		$	1,514,121	$	(17,232	)	$	1,496,889

As of December 31, 2017 and 2016, we have recorded $1.0 million and $0.8 million, respectively, of accrued interest expense on our debt-related instruments.

Credit Agreement

In August 2017, we amended our credit agreement (the "Credit Agreement") with Bank of America, N.A. as the administrative agent, and other financial institutions. The Credit Agreement provides for a $1.8 billion five-year term A loan facility (the "Term Facility"), and a $700.0 million five-year revolving credit facility ("Revolving Facility"). The Term Facility matures and the Revolving Facility expires in August 2022. 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 $100.0 million in the aggregate; however, the lenders are not obligated to do so.

The loans under the Credit Agreement bear interest, at the election of the Company, at (i) the Alternate Base Rate (defined as the greatest of (a) Bank of America's “prime rate”, (b) the Federal Funds effective rate plus 0.50% and (c) the reserve adjusted London interbank offering rate for a one month Eurocurrency borrowing plus 1.00%) plus the Applicable Rate (as defined in the Credit Agreement) or (ii) the London interbank offering rate for Eurocurrency borrowings, adjusted for statutory reserves (the “Adjusted Eurocurrency Rate”) plus the Applicable Rate. The initial Applicable Rate for Alternate Base Rate borrowings is 1.00% and for Adjusted Eurocurrency Rate borrowings is 2.00%. After December 31, 2017, the Applicable Rate will vary depending upon the Company's 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 the Company to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.40%, depending on the Company's leverage ratio.

The Credit Agreement provides that loans under the Term Facility shall be repaid in equal quarterly installments, commencing on the last day of the next full fiscal quarter and continuing on each three-month anniversary thereafter. The loans under the Term Facility shall be repaid in an amount equal to $22.5 million for the first eight quarterly payments and in an amount equal to $45.0 million for each quarterly payment thereafter. The outstanding balance of the term loans will be due in August 2022.

The Credit Agreement contains the following financial maintenance covenants: (i) a maximum total leverage ratio not to exceed 4.50:1.00 (stepped down to 4.25:1.00 starting with the fiscal quarter ending on September 30, 2018, with a further step down to 4.00:1.00 starting with the fiscal quarter ending on September 30, 2019, with an additional step down to 3.75:1.00 starting with the fiscal quarter ending on September 30, 2020, and a final step down to 3.50:1.00 starting with the fiscal quarter ending on September 30, 2021) and (ii) a minimum interest coverage ratio of at least 3.50:1.00.

At December 31, 2017, we had borrowing capacity of $700.0 million under the Revolving Facility and we were in compliance with all of our covenants under the Credit Agreement.

7.25% 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 amended and increased by $525.0 million our Credit Agreement. We utilized approximately $411.0 million of the $525.0 million proceeds to complete the redemption of all outstanding Notes, which included a premium on debt extinguishment payment of $14.2 million for the year ended December 31, 2016.

Debt Issuance Costs

In connection with the amendment and restatement of the Credit Agreement, in August 2017, we incurred approximately $14.3 million of debt issuance costs of which $14.0 million were initially capitalized within long-term debt, net in the accompanying consolidated balance sheets. For the year ended December 31, 2017, $2.1 million were expensed in the accompanying consolidated statement of operations related to these debt issuance costs. We will amortize the remaining costs over the term of the Credit Agreement. When we amended and restated the Credit Agreement, we had unamortized costs of $13.8 million related to previously recorded debt issuance costs, of which we wrote-off $1.8 million for the year ended December 31, 2017 and the remaining $12.0 million will amortize over the term of the Credit Agreement.

For the year ended December 31, 2016, we recorded $6.3 million of debt issuance costs of which $0.3 million were expensed in the accompanying consolidated statements of operations. We capitalized the remaining $6.0 million of debt issuance costs within long-term debt, net in the accompanying consolidated balance sheets. 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. Further, we wrote-off $10.2 million of unamortized debt issuance costs during the year ended December 31, 2016.

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 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 15 - 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.

In November 2016, we paid down $45.0 million on the 7.55% senior debentures, which included a premium on debt extinguishment payment in the amount of $2.0 million for the year ended December 31, 2016. For the year ended December 31, 2017 there was no such activity on the debentures.

Interest Rate Swaps

We have entered into amortizing interest rate swaps (the "Swaps") in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. In June 2017, we entered into Swaps which become effective in March 2018 and terminate in March 2021. The Swaps entered in June 2017 are for an initial notional balance of $275.0 million, with a notional step up of $200.0 million in March 2019 and a fixed interest rate of 1.83%. 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 step up in the notional balance of $100.0 million in March 2019 and 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.

We have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges is recorded in other assets and/or other liabilities in the accompanying consolidated balance sheets. The estimated fair value of these cash flow hedges resulted in an asset of $12.0 million as of December 31, 2017. We recorded an asset of $5.4 million and a liability of $2.3 million as of December 31, 2016.

For the years ended December 31, 2017, 2016 and 2015, an unrealized gain of $5.5 million (net of $3.4 million in deferred taxes), an unrealized gain of $4.6 million (net of $2.9 million in deferred taxes), and an unrealized loss of $0.4 million (net of $0.2 million in deferred taxes), respectively, were recognized in other comprehensive income/(loss) related to the Swaps.

The aggregate annual maturities for long-term debt are as follows:



(in thousands)
Year ending December 31,
2018	$	70,046
2019	116,281
2020	181,076
2021	180,259
2022	1,215,000
Thereafter	14,645
Total	$	1,777,307