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Long-Term Debt | 9 Months Ended
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Sep. 30, 2017
Debt Disclosure [Abstract] |
Long-Term Debt | Long-Term Debt The following table summarizes the carrying value of the Company’s long-term debt (in millions):
| September 30, 2017 |  | December 31, 2016
Senior Notes | $ | 300 |  |  | $ | 1,050 |
Term Loan B | 1,293 |  |  | 1,653 |
Term Loan A | 688 |  |  | — |
Revolving Credit Facility | 235 |  |  | — |
Total debt | 2,516 |  |  | 2,703 |
Less: Debt Issuance Costs | (12 | ) |  | (22 | )
Less: Unamortized Discounts | (19 | ) |  | (33 | )
Less: Current portion of long-term debt | (34 | ) |  | — |
Total long-term debt | $ | 2,451 |  |  | $ | 2,648 |
At September 30, 2017, the future maturities of debt, excluding debt discounts and issuance costs, consisted of the following (in millions):
2017 | $ | 9 |
2018 | 39 |
2019 | 52 |
2020 | 58 |
2021 | 2,058 |
Thereafter | 300 |
Total future maturities of long-term debt | $ | 2,516 |
The estimated fair value of the Company’s long-term debt approximated $2.3 billion at September 30, 2017 and $2.8 billion at December 31, 2016. These fair value amounts exclude the Revolving Credit Facility and represent the estimated value at which the Company’s lenders could trade its debt within the financial markets and does not represent the settlement value of these long-term debt liabilities to the Company. 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 the Company’s credit ratings. This methodology resulted in a Level 2 classification in the fair value hierarchy. Credit Facilities On July 26, 2017, the Company entered into the A&R Credit Agreement, which amended, modified and added provisions to the Company’s previous credit agreement, which was entered into on October 27, 2014. The A&R Credit Agreement, provides for a Term Loan A of $688 million and increased the existing Revolving Credit Facility from $250 million to $500 million. The Company incurred debt issuance costs of $5 million related to Term Loan A and the increased Revolving Credit Facility under the A&R Credit Agreement which were capitalized. In addition, as part of the A&R Credit Agreement, the Company partially paid down and repriced its Term Loan B. The A&R Credit Agreement also lowered the index rate spread for LIBOR loan from LIBOR + 250 bp to LIBOR + 200 bp. In accounting for the early termination and repricing of Term Loan B, the Company applied the provisions of ASC 470-50, Modifications and Extinguishments (“ASC 470-50”). The evaluation of the accounting under ASC 470-50 was done on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. The Company determined that the terms of the debt were not substantially different for approximately 80.4% of the lenders, and applied modification accounting. For the remaining 19.6% of the lenders, extinguishment accounting was applied. Certain lenders elected not to participate in the debt repricing, which resulted in a debt principal prepayment of $75 million of the Company’s outstanding debt balance. The debt repricing transaction also resulted in one-time pre-tax charges including third-party fees for arranger, legal and other services and accelerated discount and amortization of debt issuance costs on the debt principal prepayment of approximately $6 million. These costs are reflected as non-operating expenses on the Company’s Consolidated Statements of Operations. As of September 30, 2017, the Term Loan A interest rate was 3.23%, and the Term Loan B interest rate was 3.31%. Borrowings under the Term Loan B, as amended, bear interest at a variable rate subject to a floor of 2.75%. Interest payments are payable monthly or quarterly on Term Loan A and the Revolving Credit Facility and quarterly on Term Loan B. The Company has entered into interest rate swaps to manage interest rate risk on its long-term debt on Term Loan B. See Note 7, Derivative Instruments. The A&R Credit Agreement also requires the Company to prepay certain amounts in the event of certain circumstances or transactions, as defined in the A&R Credit Agreement. The Company may make prepayments against the Term Loans, in whole or in part, without premium or penalty. Under Term Loan B, the Company made debt principal prepayments of $120 million during the current quarter ended September 30, 2017 and $360 million during the nine months ended September 30, 2017. The Term Loan A, unless amended, modified, or extended, will mature on July 27, 2021 (the “Term Loan A Maturity Date”). The Term Loan B, unless amended, modified, or extended, will mature on October 27, 2021 (the “Term Loan B Maturity Date”). To the extent not previously paid, the Term Loans are due and payable on, respectively, the Term Loan A Maturity Date and Term Loan B Maturity Date. At such time, the Company will be required to repay all outstanding principal, accrued and unpaid interest and other charges in accordance with the A&R Credit Agreement. Assuming the Company makes no further optional debt principal prepayments on Term Loan A, the outstanding principal as of the Term Loan A Maturity Date will be approximately $498 million. Assuming the Company makes no further optional debt principal prepayments on the Term Loan B, the outstanding principal as of the Term Loan B Maturity Date will be approximately $1.3 billion. The Revolving Credit Facility is available for working capital and other general corporate purposes including letters of credit. The amount (including letters of credit) cannot exceed $500 million. As of September 30, 2017, the Company had letters of credit totaling $5 million, which reduced funds available for other borrowings under the Revolving Credit Facility to $495 million. The Revolving Credit Facility will mature and the related commitments will terminate on July 27, 2021. Borrowings under the Revolving Credit Facility bear interest at a variable rate plus an applicable margin. As of September 30, 2017, the Revolving Credit Facility had an average interest rate of 3.23%. Interest payments are payable monthly or quarterly for the Revolving Credit Facility. As of September 30, 2017, the Company had borrowings of $235 million against the Revolving Credit Facility. There were no borrowings against the Revolving Credit Facility in the prior year comparable period. Senior Notes On August 7, 2017, proceeds from the Term Loan A and Revolving Credit Facility were primarily used to redeem $750 million in principal of the 7.25% Senior Notes, maturing October 2022. In accounting for the early termination of Senior Notes, the Company applied the provisions of ASC 470-50, Modifications and Extinguishments (“ASC 470-50”). Based on the terms of the debt, the Company concluded extinguishment accounting was appropriate to apply. This partial early termination included a $49 million make whole premium, which was recorded as Interest expense, net on the Company’s Consolidated Statements of Operations. The Company also recognized non-cash accelerated discount and debt issuance costs charges of $13 million which were recorded as Interest expense, net on the Company’s Consolidated Statement of Operations. On November 3, 2017, the Company provided notice of a conditional redemption to the holders of its $300 million aggregate principal amount of 7.25% Senior Notes (the “Notes”) due 2022 pursuant to the Indenture, dated as of October 15, 2014, by and between the Company and U.S. Bank National Association, as trustee. Summary of third-quarter and year-to-date actions The actions taken during the third quarter of 2017 resulted in net borrowings of $53 million and included the following:
• | Term Loan A borrowings of $688 million,
• | Revolving Credit Facility borrowings of $235 million,
• | Senior Note debt principal prepayments of $750 million, and
• | Term Loan B debt principal prepayments of $120 million
During the first two quarters of fiscal 2017, the Company made additional debt principal prepayments of Term Loan B of $240 million. For the period ending September 30, 2017, the Company has made debt principal prepayments of $187 million, net. On September 30, 2017, the Company was in compliance with all covenants.

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- Definition The entire disclosure for long-term debt. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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