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Long-term Debt
12 Months Ended
Dec. 31, 2016
Long-term Debt.  
Long-term Debt

Note 12—Long-term Debt

 

As of December 31, 2016 and 2015 the Company’s borrowings were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

Fair Value (1)

 

Fair Value (1)

(in millions)

    

2016

    

2015

    

2016

    

2015

3.75% notes due 2022

 

$

350.0

 

$

350.0

 

$

347.2

 

$

349.3

5.125% notes due 2020

 

 

250.0

 

 

250.0

 

 

263.1

 

 

268.6

6.125% notes due 2016

 

 

 -

 

 

150.0

 

 

 -

 

 

152.9

Unamortized discount, debt issuance costs and other

 

 

(3.6)

 

 

(4.6)

 

 

 

 

 

 

Total long term-debt

 

 

596.4

 

 

745.4

 

 

 

 

 

 

Less current portion of long-term debt

 

 

 -

 

 

(149.8)

 

 

 

 

 

 

Total long term-debt, net of current portion

 

$

596.4

 

$

595.6

 

 

 

 

 

 

 

(1)

The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, debt instruments are classified as Level 2 in the fair value hierarchy.

 

As a result of adopting ASU 2015-03 on January 1, 2016, $3.1 million of debt issuance costs was reclassified from other long-term assets to long-term debt at December 31, 2015. See Note 1 for additional information regarding new accounting standard updates.

 

In August 2016, the Company utilized cash on hand to repay the outstanding principal balance of $150.0 million on the 6.125% senior unsecured notes. 

 

3.75% Notes Due 2022

 

On November 20, 2012, the Company completed a public offering of $350.0 million of notes with a stated interest rate of 3.75% due November 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at a discount of $1.1 million, resulting in proceeds to the Company of $348.9 million. The Company incurred costs to issue the 2022 Notes of approximately $2.9 million, inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. Both the discount and the issuance costs will be amortized to interest expense over the life of the 2022 Notes. Interest is paid each May 15 and November 15.

 

5.125% Notes Due 2020

 

On December 9, 2010, the Company completed a public offering of $250.0 million of notes with a stated interest rate of 5.125% due December 15, 2020 (the "2020 Notes"). The 2020 Notes were issued at a discount of approximately $1.1 million, resulting in proceeds to the Company of approximately $248.9 million. The Company incurred costs to issue the 2020 Notes of approximately $1.9 million, inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. Interest on the 2020 Notes is paid each June 15 and December 15.

 

Notes Terms

 

The 2022 and 2020 Notes (jointly “Notes”) are presented net of the related discount and debt issuance costs in Long‑term debt in the Consolidated Balance Sheets. The 2022 and 2020 Notes, in whole or in part, may be redeemed at the Company's option, plus accrued and unpaid interest, at any time prior to August 15, 2022 and September 15, 2020, respectively, at a price equal to the greater of:

 

·

100% of the principal amounts; or

·

The sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 35 basis points.

 

The 2022 and 2020 Notes may also be redeemed at any time after August 15, 2022 and September 15, 2020, respectively, in whole or in part, at the Company's option at 100% of the principal amount, plus accrued and unpaid interest. Upon a change-in-control triggering event, the Company will be required to offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest.

 

The Notes are subject to the Company's existing indenture dated January 15, 1997 with Bank of New York Mellon, as trustee, and accordingly are subject to the same restrictive covenants and limitations as the Company's existing indebtedness. The Notes are general unsecured obligations of the Company and rank equally with the Company's existing and future unsecured and unsubordinated indebtedness. The Notes are subordinate to any existing or future debt or other liabilities of the Company's subsidiaries.

 

Revolving Credit Facility (the “Facility”)

 

On October 20, 2011, the Company entered into a Third Amended and Restated Credit Agreement (“the Credit Agreement”) administered by JPMorgan Chase Bank, N.A. (“JPMorgan Chase”). On December 12, 2013, the Company executed an amendment to the facility (“the Amendment”) to amend certain terms and extend the term of the facility to December 12, 2018. The Credit Agreement provides for a $600 million revolving line of credit.

 

The Facility provides for grid‑based interest pricing based on the credit rating of the Company’s senior unsecured bank debt or other unsecured senior debt. The Facility is also subject to fees based on applicable rates as defined in the agreement and the aggregate commitment, regardless of usage. The Facility requires the Company to meet various restrictive covenants and limitations including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries.

 

At December 31, 2016, the Company had $600.0 million available under its Amended Credit Agreement. There was no interest on borrowings under the revolving credit facility in 2016 and 2015.

 

Covenants and Limitations

 

Under the Company’s debt and credit facilities, the Company is required to meet various restrictive covenants and limitations, including limitations on certain leverage ratios, interest coverage and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations in 2016 and 2015.

 

Other Matters

 

Cash payments for interest were $35.9 million in 2016, $35.1 million in 2015, and $35.2 million in 2014.