Debt

As of March 31, 2017 and December 31, 2016, our outstanding debt included in our consolidated balance sheets totaled $3,499 million and $3,446 million, respectively, which are net of debt issuance costs of $26 million and $27 million, respectively, and unamortized discounts of $8 million and $6 million, respectively. The following table sets forth the face values of our outstanding debt as of March 31, 2017 and December 31, 2016 (in thousands):



	Rate	Maturity	March 31, 2017			December 31, 2016
Senior secured credit facilities:
Term Loan A	L + 2.50%	July 2021	$	577,500		$	585,000
New Term Loan B	L + 2.75%	February 2024	1,895,250			—
Prior Term Loan B⁽¹⁾	L + 3.00%	February 2019	—			1,420,896
Incremental Term Loan Facility⁽¹⁾	L + 3.50%	February 2019	—			282,354
Term Loan C⁽¹⁾	L + 3.00%	December 2017	—			49,313
Revolver, $400 million	L + 2.50%	July 2021	—			—
5.375% senior secured notes due 2023	5.375%	April 2023	530,000			530,000
5.25% senior secured notes due 2023	5.25%	November 2023	500,000			500,000
Mortgage facility⁽²⁾	5.80%	April 2017	—			79,741
Capital lease obligations			29,973			31,190
Face value of total debt outstanding			3,532,723			3,478,494
Less current portion of debt outstanding			(60,246		)	(169,246		)
Face value of long-term debt outstanding			$	3,472,477		$	3,309,248

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(1)	Refinanced on February 22, 2017 by the New Term Loan B.


(2)	Paid on March 31, 2017 using proceeds from the New Term Loan B.

Senior Secured Credit Facilities

On February 22, 2017, Sabre GLBL entered into a Third Incremental Term Facility Amendment to our Amended and Restated Credit Agreement (the “Term Facility Amendment”). The new agreement replaced the Prior Term Loan B, Incremental Term Loan Facility and Term Loan C (each as defined below) with a single class of the "New Term Loan B" with an aggregate principal amount of $1,900 million maturing on February 22, 2024. Principal payments on the New Term Loan B are due on a quarterly basis equal to 0.25% of the aggregate amount outstanding with the remaining amount outstanding due at maturity. The applicable margins for the New Term Loan B are 2.75% for Eurocurrency borrowings and 1.75% for base rate borrowings, with a step down to 2.50% for Eurocurrency borrowings and 1.50% for base rate borrowings if the Senior Secured Leverage Ratio (as defined in the Amended and Restated Credit Agreement) is less than or equal to 2.50 to 1.00.

The proceeds of $1,898 million, net of $2 million discount on the New Term Loan B, were used to pay off approximately $1,761 million of all existing classes of outstanding term loans (other than the Term Loan A) and related accrued interest incurred prior to February 22, 2017 and $12 million in associated financing fees, which were recorded as debt modification costs in Other, net in the consolidated statement of operations. The remaining proceeds were used for purposes of repaying approximately $80 million of Sabre’s outstanding mortgage on its corporate headquarters on March 31, 2017, and for other general corporate purposes. Unamortized debt issuance costs and discount related to existing classes of outstanding term loans prior to the Term Facility Amendment of $9 million and $3 million, respectively, will continue to be amortized over the remaining term of the New Term Loan B along with the New Term Loan B discount of $2 million.

See Note 6, Derivatives for information regarding the discontinuation of hedge accounting related to our existing interest rate swaps as a result of the Term Facility Amendment.

On February 19, 2013, Sabre GLBL entered into the Amended and Restated Credit Agreement. The agreement replaced (i) the existing term loans with new classes of term loans of $1,775 million (the “Prior Term Loan B”) and $425 million (the “Term Loan C”) and (ii) the existing revolving credit facility with a new revolving credit facility of $352 million, which we now refer to as the Prior Revolver. On September 30, 2013, Sabre GLBL entered into an agreement to amend the Amended and Restated Credit Agreement to add a new class of term loans in the amount of $350 million (the “Incremental Term Loan Facility”). On July 18, 2016, Sabre GLBL entered into a series of amendments to our Amended and Restated Credit Agreement (the “Credit Agreement Amendments”) to provide for an incremental term loan under a new class with an aggregate principal amount of $600 million (the “Term Loan A”) and to replace the Prior Revolver with a new revolving credit facility totaling $400 million (the “Revolver”), both of which mature in July 2021. Principal payments on the Term Loan A are due on a quarterly basis equal to 1.25% of its initial aggregate principal amount during the first two years of its term and 2.50% of its initial aggregate principal amount during the next three years of its term. The applicable margins for the Term Loan A and the Revolver are 2.50% for Eurocurrency borrowings and 1.50% for base rate borrowings, with a step down to 2.25% for Eurocurrency borrowings and 1.25% for base rate borrowings if the Senior Secured Leverage Ratio (as defined in the Amended and Restated Credit Agreement) is less than 2.50 to 1.00. The Term Loan A and the Revolver included an accelerated maturity of November 19, 2018, if on November 19, 2018 the Prior Term Loan B and Incremental Term Loan Facility had not been repaid in full or refinanced with a maturity date subsequent to July 18, 2021. As a result of the Term Facility Amendment, this refinancing has occurred. The amount of the Revolver commitments available as a letter of credit subfacility was set at $150 million.

The proceeds of $597 million, net of $3 million discount on Term Loan A, were used to repay $350 million of outstanding principal on our Prior Term Loan B and Incremental Term Loan Facility, on a pro rata basis, repay the $120 million outstanding balance on our Prior Revolver immediately prior to the execution of the Credit Agreement Amendments, and to pay $11 million in associated financing fees. We intend to use the remaining proceeds for general corporate purposes. We recognized a $4 million loss on extinguishment of debt in connection with these transactions.

We had no balance outstanding under the Revolver as of March 31, 2017 and as of December 31, 2016. We had outstanding letters of credit totaling $33 million and $35 million as of March 31, 2017 and December 31, 2016, respectively, which reduced our overall credit capacity under the Revolver.