Long-Term Debt

Long-term debt consisted of the following:



(in thousands)	As of March 31, 2017			As of December 31, 2016

Variable rate credit facility	$	—		$	—
Term loan B	389,542			390,521
Debt issuance costs on term loan B	(2,479		)	(2,648		)
Net term loan B	387,063			387,873
Unsecured subordinated notes payable	5,312			5,312
Long-term debt	392,375			393,185
Current portion of long-term debt	2,656			6,571
Long-term debt, less current portion	$	389,719		$	386,614
Fair value of long-term debt *	$	398,650		$	395,514

* Fair value of the term loan was estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair value of the unsecured promissory notes is determined based on a discounted cash flow analysis using current market interest rates of comparable instruments and is classified as Level 2 in the fair value hierarchy.

Financing Agreement

Until April 28, 2017, we had a $500 million revolving credit and term loan agreement ("Financing Agreement"). Under the Financing Agreement, we had a $400 million term loan B that matured in November 2020 and a $100 million revolving credit facility that matured in November 2018. On April 28 2017, we amended our revolving credit facility and we repaid the term loan B with the proceeds of a new financing (See "New Financing" section below). As a result of the repayment of our term loan B with the proceeds of the New Financing, the entire balance of the term loan B has been classified as long-term.

The Financing Agreement included the maintenance of a net leverage ratio if we borrowed more than 20% on the revolving credit facility. The term loan B required that if we borrow additional amounts or made a permitted acquisition that we could not exceed a stated net leverage ratio on a pro forma basis at the date of the transaction.

The Financing Agreement allowed us to make restricted payments (dividends and share repurchases) up to $70 million plus additional amounts based on our financial results and condition. We could also make additional stock repurchases equal to the amount of proceeds that we receive from the exercise of stock options held by our employees. Additionally, we could make acquisitions as long as the pro forma net leverage ratio is less than 4.5 to 1.0 of assets.

Under the terms of the Financing Agreement, we granted the lenders mortgages on certain of our real property, pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables, and equipment.

Interest was payable on the term loan B at rates based on LIBOR plus a fixed margin of 2.5%. Prior to December 2016, interest was payable at rates based on LIBOR, with a 0.75% floor, plus a fixed margin of 2.75%. Interest was payable on the revolving credit facility at rates based on LIBOR plus a margin based on our leverage ratio ranging from 2.25% to 2.75%. As of March 31, 2017 and December 31, 2016, the interest rate was 3.49% and 3.27%, respectively, on the term loan B. The weighted-average interest rate on the term loan B was 3.28% and 3.50% for the three months ended March 31, 2017 and 2016, respectively.

Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the revolving credit facility.

As of March 31, 2017 and December 31, 2016, we had outstanding letters of credit totaling $0.8 million.

Unsecured Subordinated Notes Payable

The unsecured subordinated promissory notes bear interest at a rate of 7.25% per annum payable quarterly. The notes are payable in annual installments of $2.7 million through 2018, with no prepayment right.

New Financings

On April 28, 2017, we issued $400 million of senior unsecured notes, which bear interest at a rate of 5.125% per annum and mature on May 15, 2025 ("the Senior Notes"). The proceeds of the Senior Notes were used to repay our term loan B, for the payment of the related issuance costs and for general corporate purposes. The Senior Notes were priced at 100% of par value and interest is payable semi-annually on May 15 and November 15, commencing on November 15, 2017. Prior to May 15, 2020, we may redeem the Senior Notes, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the Senior Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium as set forth in the Senior Notes indenture. In addition, on or prior to May 15, 2020, we may redeem up to 40% of the Senior Notes, using proceeds of certain equity offerings. If we sell certain of our assets or have a change of control, the holders of the Senior Notes may require us to repurchase some or all of the notes. The Senior Notes are secured by substantially all of our assets and those of substantially all of our subsidiaries. The Senior Notes are also guaranteed by us and substantially all of our subsidiaries. The Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. There are no registration rights associated with the Senior Notes. We incurred approximately $6.0 million of deferred financing costs in connection with the issuance of the Senior Notes, which will be amortized over the life of the Senior Notes.

On April 28, 2017, we also amended and restated our $100 million revolving credit facility ("Revolving Credit Facility") increasing its capacity to $125 million and extending the maturity to April 2022. Interest will be payable on the Revolving Credit Facility at rates based on LIBOR plus a margin based on our leverage ratio, ranging from 1.75% to 2.50%.

In connection with the new financings, in the second quarter of 2017 we expect to write off to interest expense approximately $3.6 million of deferred financing cost associated with the old Financing Agreement.