Debt

Tender Offers and Open Market Repurchases

In March 2016, we launched cash tender offers (the "Tender Offers") to repurchase up to $750.0 million aggregate purchase price of our outstanding debt. The Tender Offers expired on April 1, 2016. We received tenders totaling $860.7 million for an aggregate purchase price of $622.3 million. In April, we used cash on-hand to settle the tendered debt. In addition, during the second quarter, we repurchased $79.5 million of our 4.70% Senior Notes due 2021 for $62.5 million on the open market. Our Tender Offers and open market repurchases during the quarter were as follows (in millions):



	Aggregate Principal Amount Purchased		Aggregate Purchase Price⁽¹⁾		Discount %
8.50% Senior Notes due 2019	$	45.7	$	38.3	16.2	%
6.875% Senior Notes due 2020	140.1		103.7		26.0	%
4.70% Senior Notes due 2021	722.0		525.1		27.3	%
4.50% Senior Notes due 2024	1.7		0.9		47.1	%
5.20% Senior Notes due 2025	30.7		16.8		45.3	%
Total	$	940.2	$	684.8	27.2	%


⁽¹⁾	Excludes accrued interest paid to holders who tendered in connection with the Tender Offers.

During the second quarter, we recognized a pre-tax gain from debt extinguishment of $260.8 million included in other, net, in our consolidated statements of operations, related to the Tender Offers and open market repurchases, net of discounts, premiums, debt issuance costs and transaction costs.

After giving effect to the Tender Offers and open market repurchases, our next debt maturity is $454.3 million during 2019, followed by $759.9 million, $778.0 million, $623.2 million and $669.3 million during 2020, 2021, 2024 and 2025, respectively.

Revolving Credit

We have a $2.25 billion senior unsecured revolving credit facility with a syndicate of banks to be used for general corporate purposes with a term expiring on September 30, 2019 (the "Credit Facility"). Advances under the Credit Facility bear interest at Base Rate or LIBOR plus an applicable margin rate, depending on our credit ratings. We are required to pay a quarterly commitment fee on the undrawn portion of the $2.25 billion commitment, which is also based on our credit rating.

In February, Moody’s announced a downgrade of our credit rating to B1, which is below investment grade. Following the downgrade, the applicable margin rates are 0.50% per annum for Base Rate advances and 1.50% per annum for LIBOR advances. Our quarterly commitment fee is 0.225% per annum on the undrawn portion of the $2.25 billion commitment.

In July, Standard & Poor's downgraded our credit rating one notch to BBB-, which maintains our investment grade rating with the rating agency. As previous rating actions resulted in the highest applicable margin rate and commitment fees under our Credit Facility, the July downgrade does not impact our applicable margin rate on borrowings or our quarterly commitment fee. We have limited or no access to the commercial paper market as a result of our current credit ratings.

Our access to credit and capital markets depends on the credit ratings assigned to our debt. There can be no assurance that we will be able to maintain our credit ratings, and any additional actual or anticipated downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, could limit our available options when accessing credit and capital markets, or when restructuring or refinancing our debt. In addition, future financings or refinancings may result in higher borrowing costs and require more restrictive terms and covenants.

The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60%. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens; entering into certain merger arrangements; selling, leasing, transferring or otherwise disposing of all or substantially all of our assets; making a material change in the nature of the business; and entering into certain transactions with affiliates. We have the right, subject to receipt of commitments from new or existing lenders, to increase the commitments under the Credit Facility to an aggregate amount of up to $2.75 billion and to extend the term of the Credit Facility by one year on up to two occasions.

As of June 30, 2016, we were in compliance in all material respects with our covenants under the Credit Facility. We had no amounts outstanding under the Credit Facility as of June 30, 2016 and December 31, 2015.