LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables)

6 Months Ended

Jun. 30, 2018

Summary



	June 30, 2018			December 31, 2017
Long-term debt	$	862,287		$	1,079,187
Other credit facilities and capital leases	10,385			9,487
Total long-term debt and other financing arrangements	872,672			1,088,674
Less: current maturities	(51,015		)	(2,960		)
Total non-current long-term debt and other financing arrangements	$	821,657		$	1,085,714

Schedule of Long-term Debt Instruments

Total long-term debt and credit facilities comprised the following at June 30, 2018:



	Principal Amount of Liability Component		Debt Issuance Costs ⁽¹⁾			Net Carrying Amount
2019 Euro Loan	$	47,565	$	(55	)	$	47,510
2021 Euro Loan	274,354		(721		)	273,633
2023 Euro Loan	546,527		(5,383		)	541,144
2023 Revolving Credit Facility	—		—			—
Total long-term debt and credit facilities	$	868,446	$	(6,159	)	$	862,287

⁽¹⁾

Debt issuance costs related to the 2019 Euro Loan, 2021 Euro Loan and 2023 Euro Loan are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2023 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2023 Revolving Credit Facility.

Schedule of Senior Debt

Our long-term debt comprised the following at June 30, 2018 and December 31, 2017:



	Carrying Amount				Fair Value
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
2019 Euro Loan	$	47,510	$	240,545	$	47,103	$	236,337
2021 Euro Loan	273,633		281,871		256,999		268,858
2023 Euro Loan	541,144		556,771		487,110		510,882
	$	862,287	$	1,079,187	$	791,212	$	1,016,077

Schedule of Guarantor Obligations

We pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the tables below:

All-in Rate



Consolidated Net Leverage				2019 Euro Loan		2021 Euro Loan		2023 Euro Loan
≥	7.0x			6.00	%	6.00	%	6.50	%
<	7.0x	-	6.0x	5.00	%	5.00	%	5.50	%
<	6.0x	-	5.0x	4.25	%	4.25	%	4.75	%
<	5.0x	-	4.0x	3.75	%	3.75	%	4.25	%
<	4.0x	-	3.0x	3.25	%	3.25	%	3.75	%
<	3.0x			3.25	%	3.25	%	3.50	%

The all-in rate remains subject to a further reduction of up to 50 basis points if CME’s total debt is reduced below EUR 815.0 million on or prior to September 30, 2018, subject to certain adjustments in respect of specified debt repayments, such that the all-in rate cannot be less than 3.0%. Pursuant to the Financing Transactions, the Guarantee Fees must be paid in cash.

Schedule of Interest Rate Summary

Interest Rate Summary



	Base Rate			Rate Fixed Pursuant to Interest Rate Hedges			Guarantee Fee Rate		All-in Borrowing Rate
2019 Euro Loan	1.28	%		0.14	%		2.33	%	3.75	%
2021 Euro Loan	1.28	%		0.31	%	⁽¹⁾	2.16	%	3.75	%
2023 Euro Loan	1.28	%		0.28	%	⁽²⁾	2.69	%	4.25	%
2023 Revolving Credit Facility ⁽³⁾	6.34	%	⁽⁴⁾	—	%		—	%	6.34	%


⁽¹⁾	Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to 0.47%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.75% if our net leverage ratio remains unchanged.


⁽²⁾	Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 4.25% if our net leverage ratio remains unchanged.


⁽³⁾	As at June 30, 2018, the 2023 Revolving Credit Facility was undrawn.


⁽⁴⁾	Based on the three month LIBOR of 2.34% as at June 30, 2018.

Credit Facilities And Capital Lease Obligations

Other credit facilities and capital lease obligations comprised the following at June 30, 2018 and December 31, 2017:



	June 30, 2018			December 31, 2017
Credit facilities ^{(1) – (3)}	$	—		$	—
Capital leases	10,385			9,487
Total credit facilities and capital leases	10,385			9,487
Less: current maturities	(3,505		)	(2,960		)
Total non-current credit facilities and capital leases	$	6,880		$	6,527


⁽¹⁾	We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit throughout the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.

As at June 30, 2018, we had deposits of US$ 17.5 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2017, we had deposits of US$ 12.4 million in and no drawings on the BMG cash pool.

⁽²⁾

Under a factoring framework agreement with Factoring Česka spořitelna a.s., up to CZK 575.0 million (approximately US$ 25.8 million) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.19% of any factored receivable and bears interest at one-month PRIBOR plus 0.95% per annum for the period that receivables are factored and outstanding.


⁽³⁾	Under a factoring framework agreement with Global Funds IFN S.A., receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable.

Maturity Of Senior Debt And Credit Facility

At June 30, 2018, the maturity of our long-term debt and credit facilities was as follows:



2018	$	—
2019	47,565
2020	—
2021	274,354
2022	—
2023 and thereafter	546,527
Total long-term debt and credit facilities	868,446
Debt issuance costs	(6,159		)
Carrying amount of long-term debt and credit facilities	$	862,287

Schedule of Future Minimum Lease Payments for Capital Leases

The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at June 30, 2018:



2018	$	1,912
2019	3,466
2020	3,152
2021	1,969
2022	259
2023 and thereafter	—
Total undiscounted payments	10,758
Less: amount representing interest	(373		)
Present value of net minimum lease payments	$	10,385

2023 Revolving Credit Facility [Member]

Guarantor Obligations [Line Items]

Schedule of Guarantor Obligations

Pursuant to the Financing Transactions, the following spreads are applicable:



Consolidated Net Leverage				Alternate Base Rate Loans		Eurodollar Loans
≥	7.0x			5.25	%	6.25	%
<	7.0x	-	6.0x	4.25	%	5.25	%
<	6.0x	-	5.0x	3.50	%	4.50	%
<	5.0x	-	4.0x	3.00	%	4.00	%
<	4.0x	-	3.0x	2.50	%	3.50	%
<	3.0x			2.25	%	3.25	%