Debt

6 Months Ended

Jun. 30, 2019

Debt as of June 30, 2019 and December 31, 2018 was comprised of the following:



					Balance as of
Debt Description	Issued	Maturity	Interest Rate	Interest Payable	June 30, 2019			December 31, 2018
First Lien Term B-1 Loan	5/2/2016	5/2/2022	LIBOR +2.75%	Quarterly	$	3,414,353		$	3,924,438
First Lien Revolving Credit Facility	3/16/2018	3/16/2023	LIBOR +2.75%	Quarterly	99,000			—
Prime Notes	5/2/2016	5/15/2023	9.250%	5/15 and 11/15	1,246,000			2,546,000
First Lien Notes due 2024	4/4/2019	4/15/2024	5.250%	2/15 and 8/15	750,000			—
First Lien Notes due 2026	4/4/2019	4/15/2026	5.750%	3/15 and 9/15	750,000			—
ADT Notes due 2020	12/18/2014	3/15/2020	5.250%	3/15 and 9/15	300,000			300,000
ADT Notes due 2021	10/1/2013	10/15/2021	6.250%	4/15 and 10/15	1,000,000			1,000,000
ADT Notes due 2022	7/5/2012	7/15/2022	3.500%	1/15 and 7/15	1,000,000			1,000,000
ADT Notes due 2023	1/14/2013	6/15/2023	4.125%	6/15 and 12/15	700,000			700,000
ADT Notes due 2032	5/2/2016	7/15/2032	4.875%	1/15 and 7/15	728,016			728,016
ADT Notes due 2042	7/5/2012	7/15/2042	4.875%	1/15 and 7/15	21,896			21,896
Capital lease obligations	N/A	N/A	N/A	N/A	81,409			49,911
Less: Unamortized debt discount					(14,206		)	(19,642		)
Less: Unamortized deferred financing costs					(65,236		)	(42,840		)
Less: Unamortized purchase accounting fair value adjustment and other					(200,289		)	(205,483		)
Total debt					9,810,943			10,002,296
Less: Current maturities of long-term debt					(329,884		)	(58,184		)
Long-term debt					$	9,481,059		$	9,944,112

Significant changes in the Company’s debt during the six months ended June 30, 2019 were as follows:

First Lien Credit Agreement

In April 2019, and in connection with a $500 million repayment of the first lien term loan due in May 2022 (“First Lien Term B-1 Loan”), the Company amended and restated the first lien credit agreement (“First Lien Credit Agreement”) governing the First Lien Term B-1 Loan to, among other things, (a) authorize the redemption of the outstanding principal amount of Prime Notes (as defined below), (b) authorize the incurrence of the First Lien Notes due 2024 (as defined below) and First Lien Notes due 2026 (as defined below) by amending the Net First Lien Leverage Ratio for the incurrence of pari passu indebtedness to 3.20 to 1.00 (from 2.35 to 1.00), (c) provide for $300 million of additional incremental pari passu debt capacity, and (d) increase the borrowing capacity under a first lien revolving credit facility (“First Lien Revolving Credit Facility”) by an additional $50 million, which replaced the Mizuho Bank Revolving Credit Facility (as defined below). The Company incurred approximately $17 million in deferred financing costs in connection with this amendment and restatement. Further, as a result of the $500 million repayment, the Company did not have a quarterly principal payment obligation on the First Lien Term B-1 Loan as of June 30, 2019.

As of June 30, 2019, the Company had an outstanding balance of $99 million and an available borrowing capacity of $301 million under the First Lien Revolving Credit Facility.

Mizuho Bank Revolving Credit Facility

In February 2019, the Company entered into a first lien revolving credit agreement with an aggregate available commitment of up to $50 million maturing in March 2023 (“Mizuho Bank Revolving Credit Facility”). The Mizuho Bank Revolving Credit Facility was terminated and replaced in April 2019 as part of the amendment and restatement to the First Lien Credit Agreement discussed above.

Prime Notes

In February 2019, the Company redeemed $300 million aggregate principal amount of the outstanding 9.250% second-priority senior secured notes due 2023 (“Prime Notes”) for a total redemption price of approximately $319 million, which included the related call premium. In April 2019, the Company redeemed an additional $1 billion aggregate principal amount of the outstanding Prime Notes for a total redemption price of approximately $1.1 billion, which included the related call premium.

First Lien Notes due 2024 and First Lien Notes due 2026

In April 2019, the Company issued $750 million aggregate principal amount of 5.250% first-priority senior secured notes due 2024 (“First Lien Notes due 2024”) and $750 million aggregate principal amount of 5.750% first-priority senior secured notes due 2026 (“First Lien Notes due 2026”). The proceeds from the First Lien Notes due 2024 and the First Lien Notes due 2026, along with cash on hand and borrowings under the First Lien Revolving Credit Facility, were used to (a) repurchase $1 billion aggregate principal amount of the Prime Notes, (b) repay $500 million aggregate principal amount of the First Lien Term B-1 Loan, and (c) pay fees and expenses associated with the foregoing, including early call premiums on the Prime Notes as well as accrued and unpaid interest on the repurchased Prime Notes and repaid borrowings under the First Lien Term B-1 Loan. The Company incurred approximately $25 million in deferred financing costs in connection with the issuance of the First Lien Notes due 2024 and the First Lien Notes due 2026.

The First Lien Notes due 2024 will mature on April 15, 2024 with semi-annual interest payment dates of February 15 and August 15, while the First Lien Notes due 2026 will mature on April 15, 2026 with semi-annual interest payment dates of March 15 and September 15. Both may be redeemed, in whole or in part, at any time at a make-whole premium plus accrued and unpaid interest to, but excluding, the redemption date.

The First Lien Notes due 2024 and the First Lien Notes due 2026 are guaranteed, jointly and severally, on a senior secured first-priority basis, by each of the Company’s existing and future direct or indirect wholly owned material domestic subsidiaries that guarantee the First Lien Credit Agreement. In addition, the indentures governing the First Lien Notes due 2024 and the First Lien Notes due 2026 contain covenants that limit the Company’s ability to, among other things: (i) incur certain liens; (2) enter into sale leaseback transactions; and (3) consolidate, merge, or sell all or substantially all of the Company’s assets. These covenants are subject to a number of important limitations and exceptions. Additionally, upon the occurrence of specified change of control events, the Company must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. Each indenture governing the First Lien Notes due 2024 and the First Lien Notes due 2026 also provides for customary events of default.

Loss on Extinguishment of Debt

During the six months ended June 30, 2019, loss on extinguishment of debt totaled $88 million, which related to $22 million associated with the call premium and partial write-off of unamortized deferred financing costs in connection with the $300 million partial redemption of the Prime Notes in February 2019, $61 million associated with the call premium and partial write-off of unamortized deferred financing costs in connection with the $1 billion partial redemption of the Prime Notes in April 2019, and $6 million associated with the partial write-off of unamortized deferred financing costs and discount in connection with the $500 million repayment of the First Lien Term B-1 Loan in April 2019.

During the six months ended June 30, 2018, loss on extinguishment of debt totaled $62 million, which related to the call premium and the partial write-off of unamortized deferred financing costs in connection with the $594 million partial redemption of the Prime Notes in February 2018.