DEBT

Amended and Restated Senior Credit Agreement

On December 7, 2016, the Company entered into the fourth amended and restated Senior Credit Facility (the “Fourth Amendment and Restatement”) with a syndicate of lending banks. Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, Wells Fargo Bank, N.A., as Syndication Agent, and Citizens Bank, N.A., DNB Capital LLC, HSBC Bank PLC, HSBC Bank USA, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, N.A., Royal Bank of Canada, Suntrust Bank, TD Bank, N.A., JPMogran Chase Bank, N.A., Mizuho Bank, Ltd. and Bank of Nova Scotia, as Co-Documentation Agents. The Fourth Amendment and Restatement creates an aggregate principal amount of up to $1.5 billion available to the Company. Below are the significant amendments:


i.	increased the revolving credit component from $750.0 million to $1.0 billion, which includes a $60.0 million sublimit for the issuance of standby letters of credit and a $60.0 million sublimit for swingline loans,


ii.	increased the term loan component from $350.0 million to $500.0 million;


iii.	changed the maximum net leverage ratio in financial covenants;


iv.	amended the formula for the Company to incur incremental loans in the future;


v.	revised repayment schedule of the term loan component; and


vi.	Extended the maturity from July 2, 2019 to December 7, 2021.

Borrowings under the Senior Credit Facility bear interest, at the Company's option, at a rate equal to:


i.	the Eurodollar Rate (as defined in the amendment and restatement) in effect from time to time plus the applicable rate (ranging from 1.00% to 1.75%), or


ii.	the highest of:


1.	the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, or


2.	the prime lending rate of Bank of America, N.A., or


3.	the one-month Eurodollar Rate plus 1.00%.

The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness less cash in excess of $40.0 million that is not subject to any restriction of the use or investment thereof to (b) consolidated EBITDA) at the time of the applicable borrowing.

The Company will also pay an annual commitment fee (ranging from 0.15% to 0.30%), based on the Company’s consolidated total leverage ratio, on the daily amount by which the revolving credit facility exceeds the outstanding loans and letters of credit under the credit facility.

The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants and at December 31, 2016 the Company was in compliance with all such covenants. The Company capitalized $4.5 million and $1.4 million of incremental financing costs in 2016 and 2015, respectively, in connection with the modifications of the Senior Credit Facility. The Company wrote-off previously capitalized financing cost of $0.5 million as interest expense in 2016 related to the modification.

At December 31, 2016 and 2015, there was $165.0 million and $150.0 million outstanding, respectively, under the revolving portion of the Senior Credit Facility at a weighted average interest rate of 2.2% and 1.9%, respectively. At December 31, 2016 and 2015 there was $500.0 million and $346.2 million, respectively, outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 2.2% and 1.8%, respectively. At December 31, 2016, there was approximately $835.0 million available for borrowing under the Senior Credit Facility.

The fair value of outstanding borrowings of the Senior Credit Facility's revolving credit facility and term loan components at December 31, 2016 was approximately $147.7 million and $450.5 million, respectively. These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy. Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities. The Company considers the balance to be long term in nature based on its current intent and ability to repay the borrowing outside of the next twelve-month period.

Letters of credit outstanding as of December 31, 2016 totaled $0.5 million and none as of December 31, 2015. There were no amounts drawn as of December 31, 2016.

Contractual repayments of the term loan are due as follows:



Year Ended December 31,	Principal Repayment
	(In thousands)
2017	$—
2018	25,000
2019	25,000
2020	37,500
2021	412,500

2016 Convertible Senior Notes

On December 15, 2016, the Company extinguished the 2016 Convertible Notes by paying the principal amount of $227.1 million and issued 2.9 million shares of common stock with fair value of $122.0 million related to excess conversion value. No gain or loss on extinguishment was recognized as a result of the conversion. The Company also received 2.9 million shares of common stock from the exercise of call option with hedge participants with a fair value of $123.1 million at the date of the exercise. The shares of common stock received from exercise of the call option are held as treasury stock as of December 31, 2016 at a weighted average price of $41.78 for a total of $123.1 million.

The 2016 Convertible Notes were issued on June 15, 2011 with the aggregate principal of $230.0 million and maturity date of December 15, 2016. The 2016 Convertible Notes bore interest at a rate of 1.625% per annum payable semi-annually in arrears on December 15 and June 15 of each year. The 2016 Convertible Notes were senior, unsecured obligations and were convertible into cash and, if applicable, shares of its common stock based on a conversion rate defined within the note agreement.

At December 31, 2015, the carrying amount of the liability component was $218.7 million, the remaining unamortized discount was $8.4 million and the principal amount outstanding was $227.1 million.

In connection with the issuance of the 2016 Convertible Notes, the Company entered into call transactions and warrant transactions, primarily with affiliates of the initial purchasers of such notes (the “hedge participants”). The initial strike price of the call transaction is approximately $28.72 per share, subject to customary anti-dilution adjustments. The initial strike price of the warrant transaction is approximately $35.03 per share, subject to customary anti-dilution adjustments. The strike price of the call transactions and warrant transactions has been adjusted similarly to the 2016 Convertible Notes as a result of the spin-off to $26.42 per share and $32.22 per share, respectively. The warrants will expire on a series of expiration dates from March 2017 to August 2017.

Convertible Note Interest

The interest expense components of the Company’s convertible notes are as follows:



	Years Ended December 31,
	2016		2015		2014
	(In thousands)
2016 Convertible Notes:
Amortization of the discount on the liability component (1)	$	8,073	$	7,917	$	7,104
Cash interest related to the contractual interest coupon (2)	3,407		3,430		3,342
Total	$	11,480	$	11,347	$	10,446


(1)	The amortization of the discount on the liability component of the 2016 Convertible Notes is presented net of capitalized interest of $0.3 million, $0.6 million, and $0.9 million for the years ended December 31, 2016, 2015, and 2014, respectively.


(2)	The cash interest related to the contractual interest coupon on the 2016 Convertible Notes is presented net of capitalized interest of $0.1 million, $0.3 million, and $0.4 million for the years ended December 31, 2016, 2015, and 2014, respectively.