Note 14 Long-Term Debt

The following table summarizes the carrying value of our debt as of December 31, 2014 (in thousands):


Senior Notes	$	1,050,000
Term loan		2,200,000
Less unamortized discounts		(59,516)

Total outstanding debt		3,190,484
Current maturities of long-term debt		16,500
Less: current portion of unamortized discounts		(8,978)

Total short-term debt		7,522

Long-term debt, less current maturities	$	3,182,962

Zebra did not have any long-term debt outstanding at December 31, 2013.

The following table summarizes the contractual maturities of our debt over the next five years, at December 31, 2014 (in thousands):


Year ended December 31,
2015	$	16,500
2016		22,000
2017		22,000
2018		22,000
2019		22,000

The estimated fair value of our long-term debt approximated $3.3 billion at December 31, 2014. This fair value amount represents the estimated value at which our lenders could trade our debt within the financial markets and does not represent the settlement value of these long-term debt liabilities to us. The fair value of the long-term debt will continue to vary each period based on fluctuations in market interest rates, as well as changes to our credit ratings. This methodology resulted in a Level 2 classification in the fair value hierarchy.

Private Offering

On October 15, 2014, Zebra completed a private offering of $1.05 billion aggregate principal of 7.25% Senior Notes due October 15, 2022 (the “Senior Notes”). The Senior Notes yielded an effective interest rate of 7.61% at issuance. The Senior Notes are governed by the terms of an indenture, dated as of October 15, 2014, by and among Zebra and U.S. Bank National Association, as Trustee. Interest on the Senior Notes is payable in cash on April 15 and October 15 of each year, commencing on April 15, 2015.

The Indenture covering the Senior Notes contains certain covenants limiting among other things, the ability of Zebra and its restricted subsidiaries, with certain exceptions as described in the indenture, to; (i) incur indebtedness or issue certain preferred stock; (ii) incur liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) purchase or redeem capital stock; (v) make investments or certain other restricted payments; (vi) sell assets; (vii) issue or sell stock of restricted subsidiaries; (viii) enter into transactions with stockholders or affiliates; or (ix) effect a consolidation or merger.

The Senior Notes are guaranteed, jointly and severally, on a senior and unsecured basis by its direct and indirect wholly-owned existing and future domestic restricted subsidiaries, subject to certain exceptions. The Senior Notes rank equal in right of payment to all of our existing and future unsecured, unsubordinated obligations. The Senior Notes are effectively subordinated to the secured obligations of the Company and subsidiaries to the extent of the value of the assets securing such obligations.

New Credit Facilities

On October 27, 2014, Zebra entered into a new credit agreement which provides for a term loan of $2.2 billion (“Term Loan”) and a revolving credit facility of $250.0 million (“Revolving Credit Facility”). Borrowings under the Term Loan bear interest at a variable rate plus an applicable margin, subject to an all-in floor of 4.75%. As of December 31 2014, the Term Loan interest rate was 4.75%. Interest payments are payable quarterly, starting January 27, 2015. The October 2012 revolving credit agreement for $250.0 million with a syndicate of banks was terminated upon execution of this credit agreement. Zebra has entered into interest rate swaps to manage interest rate risk on its long-term debt. See Note 13 Derivative Instruments

The credit agreement requires Zebra to prepay the Term Loan and Revolving Credit Facility, under certain circumstances or transactions defined in the credit agreement. Also, Zebra may voluntarily prepay outstanding loans under the Term Loan at any time; however, we are required to make scheduled quarterly principal payments of $5.5 million beginning June 30, 2015, with the balance of $2.1 billion due on October 27, 2021.

The Revolving Credit Facility is available for working capital and other general corporate purposes including letters of credit. The amount (including letters of credit) shall not exceed $250.0 million. As of December 31, 2014, Zebra had established letters of credit amounting to $2.9 million, which reduced funds available for other borrowings under the agreement to $247.1 million. The Revolving Credit Facility will mature and the commitments thereunder will terminate on October 27, 2019.

Borrowings under the Revolving Credit Facility bear interest at a variable rate plus an applicable margin. The applicable margin for borrowings under the Revolving Credit Facility ranges from 2.25% to 2.75% depending on Zebra’s consolidated total secured net leverage ratio which is evaluated on a quarterly basis. As of December 31 2014, the Revolving Credit Facility interest rate was 3.25%. Interest payments are payable quarterly. As of December 31 2014, Zebra did not have any borrowings against the Revolving Credit Facility.

In addition to paying interest on outstanding principal amounts under the Revolving Credit Facility, the Company is required to pay a commitment fee to the lenders with respect to the unutilized commitments. The commitment fee rate is currently 0.375% per year. The commitment fee rate will be adjusted to 0.250%, 0.375% or 0.500% depending on Zebra’s consolidated total secured net leverage ratio.

The Revolving Credit Facility contains certain covenants limiting among other things, the ability of Zebra and its restricted subsidiaries, with certain exceptions as described in the agreement, to; (i) incur indebtedness, make guarantees or issue certain equity securities; (ii) pay dividends on its capital stock or redeem, repurchase or retire its capital stock; (iii) make certain investments, loans and acquisitions; (iv) sell certain assets or issue capital stock of restricted subsidiaries; (v) create liens or engage in sale-leaseback transactions; (vi) merge, consolidate or transfer or dispose of substantially all of their assets; (vii) engage in certain transactions with affiliates; (viii) alter the business it conducts; (ix) amend, prepay, redeem or purchase subordinated debt and (x) enter into agreements limiting subsidiary dividends and distributions. The Revolving Credit Facility also requires Zebra to comply with a financial covenant consisting of a quarterly maximum consolidated total secured net leverage ratio test that will be tested only when at the end of any fiscal quarter, 20% of the commitments under the Revolving Credit Facility have been drawn and remain outstanding.

The Term Loan and obligations under the Revolving Credit Facility are collateralized by a security interest in substantially all of Zebra’s assets as defined in the security agreement and guaranteed by its direct and indirect wholly-owned existing and future domestic restricted subsidiaries, subject to certain exceptions.

Debt issue costs of $24.0 million were recorded as of December 31, 2014; $21.8 million relates to the Senior Notes and $2.2 million relates to the Term Loan, these costs are amortized over 8 and 7 years respectively.

Zebra entered into a bridge financing facility prior to the acquisition, to ensure financing would be in place to consummate the transaction. Upon the closing of the Acquisition at which time Zebra had secured other long-term financing Zebra incurred $18.8 million of costs related to the bridge financing facility, which are included in interest expense for the year ended December 31, 2014.