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NOTES PAYABLE AND COMMERCIAL BANK FINANCING
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
NOTES PAYABLE AND COMMERCIAL BANK FINANCING NOTES PAYABLE AND COMMERCIAL BANK FINANCING:
 
Notes payable, capital leases, and commercial bank financing (including capital leases to affiliates) consisted of the following as of December 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Bank credit agreement:
 
 
 
     Term Loan A-1, due April 9, 2018
$

 
$
117,370

     Term Loan A-2, due July 31, 2021
95,892

 
113,327

     Term Loan B, due January 3, 2024
1,342,600

 
1,356,300

Senior unsecured notes:
 
 
 
     5.375% Notes, due April 1, 2021
600,000

 
600,000

     6.125% Notes, due October 1, 2022
500,000

 
500,000

     5.625% Notes, due August 1, 2024
550,000

 
550,000

     5.875% Notes, due March 15, 2026
350,000

 
350,000

     5.125% Notes, due February 15, 2027
400,000

 
400,000

Debt of variable interest entities
25,281

 
29,614

Debt of non-media subsidiaries
19,577

 
25,238

Capital leases
29,562

 
31,696

Capital leases - affiliate
12,524

 
14,152

Total outstanding principal
3,925,436

 
4,087,697

Less: Deferred financing costs and discount
(32,981
)
 
(39,047
)
Less: Current portion
(40,634
)
 
(159,382
)
Less: Capital leases - affiliate, current portion
(1,930
)
 
(1,667
)
Net carrying value of long-term debt
$
3,849,891

 
$
3,887,601


Indebtedness under the Bank Credit Agreement, notes payable, and capital leases as of December 31, 2018 matures as follows (in thousands):
 
 
Notes and Bank
Credit
 Agreement
 
Capital Leases
 
Capital Leases - Affiliate
 
Total
2019
$
38,065

 
$
5,110

 
$
2,978

 
$
46,153

2020
36,631

 
4,847

 
3,093

 
44,571

2021
682,363

 
4,861

 
3,046

 
690,270

2022
521,871

 
4,744

 
2,441

 
529,056

2023
14,663

 
4,819

 
2,319

 
21,801

2024 and thereafter
2,589,757

 
18,754

 
2,290

 
2,610,801

Total minimum payments
3,883,350

 
43,135

 
16,167

 
3,942,652

Less: Deferred financing costs and discount
(32,981
)
 

 

 
(32,981
)
Less: Amount representing future interest

 
(13,573
)
 
(3,643
)
 
(17,216
)
Net carrying value of debt
$
3,850,369

 
$
29,562

 
$
12,524

 
$
3,892,455



Interest expense on the consolidated statements of operations was $292.0 million, $212.3 million, and $211.1 million for the years ended December 31, 2018, 2017, and 2016, respectively. Interest expense included $7.5 million, $7.7 million, and $10.8 million in amortization of deferred financing costs and debt discount for the years ended December 31, 2018, 2017, and 2016, respectively, and $78.5 million in ticking fees and the write-off of previously capitalized debt issuance costs associated with the Tribune acquisition which was subsequently terminated, for the year ended December 31, 2018.

The stated and weighted average effective interest rates on the above obligations are as follows:
 
 
 
 
Weighted Average Effective Rate
 
 
Stated Rate
 
2018
 
2017
Bank credit agreement:
 
 
 
 
 
 
     Term Loan A-2 (a)
 
LIBOR plus 2.25%
 
4.12%
 
3.30%
     Term Loan B
 
LIBOR plus 2.25%
 
4.34%
 
3.32%
     Revolver (b)
 
LIBOR plus 2.00%
 
—%
 
—%
Senior unsecured notes:
 
 
 
 
 
 
     5.375% Notes
 
5.38%
 
5.58%
 
5.58%
     6.125% Notes
 
6.13%
 
6.31%
 
6.31%
     5.625% Notes
 
5.63%
 
5.83%
 
5.83%
     5.875% Notes
 
5.88%
 
6.09%
 
6.09%
     5.125% Notes
 
5.13%
 
5.33%
 
5.33%
 

(a)
LIBOR plus 2.0% if our first lien indebtedness ratio is less than 1.5x.
(b)
As of December 31, 2018 and 2017, we had a $485.2 million revolving credit facility (Revolver). We incur a commitment fee on undrawn capacity of 0.25% or 0.50% if our first lien indebtedness ratio is less than or greater than 3.0x, respectively. There were no outstanding borrowings and $0.7 million and $0.8 million letters of credit under the revolver as of December 31, 2018 and 2017, respectively. There were no borrowings under the revolver during the years ended December 31, 2018 and 2017.

We capitalized $0.9 million, $0.5 million, and $2.0 million as deferred financing costs during the years ended December 31, 2018, 2017, and 2016, respectively. Deferred financing costs and original issuance discounts are presented as a direct deduction from the carrying amount of an associated debt liability, except for deferred financing costs related to our Revolver which are presented within other assets in our consolidated balance sheets.

Senior Unsecured Notes

Upon issuance, all of our senior unsecured notes were redeemable up to 35%. We may redeem 100% of the notes upon the date set forth in the indenture of each note. The price at which we may redeem the notes is set forth in the indenture of each note. Also, if we sell certain of our assets or experience specific kinds of changes of control, the holders of our notes may require us to repurchase some or all of the outstanding notes.

Bank Credit Agreement

We have a syndicated credit facility which includes both revolving credit and issued term loans (Bank Credit Agreement). During the year ended December 31, 2017, the Bank Credit Agreement was amended to provide additional operational flexibility. On January 3, 2017, we entered into an amendment to extend the maturity date of the Term Loan B from April 9, 2020 and July 31, 2021 to January 3, 2024. In connection with this extension we added additional operating flexibility, including a reduction in certain pricing terms related to Term Loan B and the Revolver and revisions to certain covenant ratio requirements. We incurred approximately $11.6 million of financing costs in connection with the amendment, of which $3.4 million related to an original issuance discount, $7.7 million was expensed, $0.5 million was capitalized as a deferred financing cost, and $1.4 million of unamortized deferred financing cost was written off as loss on extinguishment of debt.
 
Our Bank Credit Agreement, as well as indentures governing our outstanding notes, contains covenants that, among other things, restrict our ability and our subsidiaries’ ability to incur additional indebtedness with certain exceptions; pay dividends; incur liens, engage in mergers or consolidations; make acquisitions, investments or disposals; and engage in activities with affiliates. In addition, under the Bank Credit Agreement, we are required to maintain a ratio of First Lien Indebtedness. See Note 9. Common Stock for further details. As of December 31, 2018, we were in compliance with all financial ratios and covenants.
 
Our Bank Credit Agreement also contains certain cross-default provisions with certain material third-party licensees, defined as any party that owns the license assets of one or more television stations for which we provided services pursuant to LMAs and/
or other outsourcing agreements and those stations provide 20% or more of our aggregate broadcast cash flows. A default by a material third-party licensee under our agreements with such parties, including a default caused by insolvency, would cause an event of default under our Bank Credit Agreement. As of December 31, 2018, there were no material third party licensees as defined in our Bank Credit Agreement.
 
Substantially all of our stock in our wholly-owned subsidiaries has been pledged as security for the Bank Credit Agreement.

Debt of variable interest entities and guarantees of third-party debt

We jointly, severally, unconditionally, and irrevocably guarantee $76.5 million and $74.0 million of debt of certain third parties as of December 31, 2018 and 2017, respectively, of which $24.4 million and $29.3 million, net of deferred financing costs, related to consolidated VIEs is included on our consolidated balance sheets as of December 31, 2018 and 2017, respectively. These guarantees primarily relate to the debt of Cunningham as discussed under Cunningham Broadcasting Corporation within Note 13. Related Person Transactions. The credit agreements and term loans of these VIEs each bear interest of LIBOR plus 2.50%. The weighted average effective interest rate for the debt of variable interest entities for the years ended December 31, 2018 and 2017 was 4.87% and 3.59%, respectively. We have determined that as of December 31, 2018 and 2017, it is not probable that we would have to perform under any of these guarantees.

Debt of non-media subsidiaries

Debt of our consolidated subsidiaries related to our non-media private equity investments and real estate ventures is non-recourse to us. Interest was paid on this debt at a fixed 3.88% during 2018. The weighted average effective interest rate for the debt of other non-media subsidiaries for the years ended December 31, 2018 and 2017 was 3.94% and 4.31%, respectively.

Capital leases

Our capital leases with non-affiliates related primarily to broadcast towers. All of our tower leases will expire within the next 14 years and it is expected that these leases will be renewed or replaced within the normal course of business. For more information related to our affiliate capital leases, see Note 13. Related Person Transactions.