Debt | 7 . Debt Our debt obligations , as of December 31 : 2015 2014 Ex-Im Bank guaranteed notes $ 689,720 $ 760,389 Term loans 1,013,265 945,813 Convertible Notes 170,300 - EETCs 28,022 211,738 Total debt 1,901,307 1,917,940 Less current portion of debt (161,811) (181,193) Long-term debt $ 1,739,496 $ 1,736,747 At December 31, 2015 and 2014 , we had $ 106.8 million and $ 91.0 million, respectively, of unamortized debt discount s and debt issuance costs . Many of our financing instruments have cross- default provisions and contain limitations on our ability to, among other things, pay certain dividends or make certain other restricted payments, consummate certain asset sales, merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets. Description of our Debt Obligations Ex-Im Bank Guaranteed Notes We have issued various notes guaranteed by the Export-Import Bank of the United States (“Ex-Im Bank”), each secured by a mortgage on a 747-8F or 777- 200LRF aircraft (the “Ex-Im Guaranteed Notes”). In connection with the issuance of Ex-Im Guaranteed Notes, we paid usual and customary commitment and other fees associated with this type of financing. In addition, there are customary covenants, events of default and certain operating conditions that we must meet for the Ex-Im Guaranteed Notes. These notes accrue interest at a fixed rate with principal and interest payable quarterly. The following table summarizes the terms and balances for each note guar anteed by Ex-Im Bank as of December 31 (in millions): Collateral Fixed Issue Face Aircraft Original Interest Date Value Tail Number Term Rate 2015 2014 2014 Ex-Im Guaranteed Note 2014 $ 140.6 N854GT 134 months 2.67% $ 118.7 $ 129.8 First 2013 Ex-Im Guaranteed Note 2013 143.0 N855GT 12 years 1.83% 115.7 126.8 Second 2013 Ex-Im Guaranteed Note 2013 88.0 MSN 35606 90 months 1.84% 62.9 74.2 First 2012 Ex-Im Guaranteed Note 2012 142.0 N850GT 12 years 2.02% 104.1 115.2 Second 2012 Ex-Im Guaranteed Note 2012 142.7 N851GT 12 years 1.73% 107.2 118.4 Third 2012 Ex-Im Guaranteed Note 2012 142.8 N852GT 12 years 1.56% 106.9 118.1 Fourth 2012 Ex-Im Guaranteed Note 2012 143.2 N853GT 12 years 1.48% 109.8 121.1 $ 725.3 $ 803.6 Term Loans We have entered into various term loans to finance the acquisition of aircraft. Each term loan requires p ayment of principal and interest quarterly in arrears. Funds available under each term loan agreement are subject to usual and customary fees , and funds drawn under the loan agreements typically bear interest at a fixed rate based on LIBOR, plus a margin. Each facility is guaranteed by us and subject to customary covenants and events of default. In October 2015, we refinanced two higher -rate term loans, in the aggregate amount of $195.2 million, with a new term loan (the “First 2015 Term Loan”). The First 2015 Term Loan is secured by a mortgage against aircraft tail numbers N857GT and N858GT. In connection with this refinancing, we rec ognized a $ 3.0 million loss on early extinguishment of debt which was paid and reflected as a financing activity in the consolidated statements of cash flows. In November 2015, we borrowed $125.0 million for the delivery of a 747-8F aircraft u nder a term loan (the “Second 2015 Term Loan”). The Second 2015 Term Loan is secured by a mortgage against aircraft tail number N859GT. The Second 2015 Term Loan is cross- collateralized and cross- defaulted with the First 2015 Term Loan. In December 2015, w e borrowed $23.3 million related to the purchase and conversion of a 767-300BDSF aircraft under a term loan (the “Third 2015 Term Loan”). The Third 2015 Term Loan is secured by a mortgage against aircraft tail number N647GT. In 2014, we purchased three 77 7-200LRF aircraft that are leased to a customer on a long-term basis and entered into six separate term loans in the aggregate amount of $ 432.0 million each secured by a mortgage on the aircraft and the attached leases. The following table summarizes the terms and balances for each term loan outstanding as of December 31 (in millions): Collateral Interest Interest Issue Face Aircraft Original Rate Rate at Date Value Tail Number Term Type 2015 2014 2015 2014 First 2015 Term Loan 2015 $ 195.2 N857GT, N858GT 97 months Fixed 3.53% 0.00% $ 191.7 $ - Second 2015 Term Loan 2015 125.0 N859GT 12 years Fixed 3.96% 0.00% 125.0 - Third 2015 Term Loan 2015 23.3 N647GT 8 years Fixed 3.72% 0.00% 23.3 - First 2014 Term Loan 2014 115.0 MSN 38969 114 months Fixed 4.48% 4.48% 101.7 108.9 Second 2014 Term Loan 2014 30.8 MSN 38969 114 months Fixed 7.30% 7.30% 25.7 28.1 Third 2014 Term Loan 2014 115.0 MSN 37138 118 months Fixed 4.57% 4.57% 101.4 108.3 Fourth 2014 Term Loan 2014 29.0 MSN 37138 118 months Fixed 7.29% 7.29% 24.6 26.8 Fifth 2014 Term Loan 2014 115.0 MSN 39286 116 months Fixed 4.51% 4.51% 102.9 109.9 Sixth 2014 Term Loan 2014 27.2 MSN 39286 116 months Fixed 7.35% 7.35% 23.6 25.7 First 2013 Term Loan 2013 119.5 MSN 36201 89 months Variable 3.12% 3.06% 98.0 104.6 Second 2013 Term Loan 2013 110.0 MSN 36200 88 months Fixed 4.18% 4.18% 93.1 100.6 First 2012 Term Loan 2012 35.7 N464MC, N465MC, N640GT,N641GT 5 years Fixed 6.91% 6.91% 8.9 15.5 Second 2012 Term Loan 2012 8.5 N642GT 5 years Fixed 6.89% 6.89% - 3.9 Third 2012 Term Loan 2012 26.0 MSN 29681 7 years Fixed 4.27% 4.27% 14.8 18.6 First 2011 Term Loan 2011 120.3 N856GT 12 years Fixed 6.16% 6.16% 95.5 101.9 Second 2011 Term Loan 2011 120.0 N857GT 12 years Fixed 0.00% 6.37% - 102.5 Third 2011 Term Loan 2011 120.0 N858GT 12 years Fixed 0.00% 6.37% - 102.5 $ 1,030.2 $ 957.8 Convertible Notes In June 2015, we issued $ 224.5 million aggregate principal amount of convertible senior notes (the “Convertible Notes”) in a n underwritten public offering. The Convertible Notes are senior unsecured obligations and accrue interest payable semiannually on June 1 and December 1 of each year at a fixed rate of 2.25%. The Convertible Notes will mature on June 1, 2022, unless earlier converted or repurchased pursuant to their terms. During 2015 , we used proceeds from the issuance of the Co nvertible N otes to refinance higher-rate equipment notes funded by enhanced equipment trust certificates (“ EETCs ”) related to five 747-400 freighter aircraft owned by us in the aggregate amount of $ 187.8 million . The EETCs had an average cash coupon of 8.1%. In connection with the refinancing, we recognized a $ 66.7 million l oss on early extinguishment of debt, of which $ 34.0 million was related to debt extinguishment costs paid to the EETC equipment note holders and $ 32.7 million was related to the write-off of the debt discount associated with the EETCs . The debt extinguishment costs paid are reflected as a financing activity in the consolidated statements of cash flows. As a result of this refinancing, we recognized a $ 13.4 million Gain on investments from the early redemption of certain investments related to EETCs (see Note 10). Each $1,000 of principal of the Convertible Notes will initially be convertible into 13.5036 shares of our common stock , which is equal to an initial conversi on price of $ 74.05 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest, except in certain limited circumstances. Upon the occurrence of a “mak e-whole fundamental change , ” we will, in certain circumstances, increase the conversion rate by a number of additional shares of our common stock for Convertible Notes converted in connection with such “ make-whole fundamental change ” . Additionally, if we u ndergo a “fundamental change ,” a holder will have the option to require us to repurchase all or a portion of its Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unp aid interest through, but excluding, the fundamental change repurchase date . In connection with the offering of the Convertible Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustm ent for certain specified events) a total of 3,031,558 shares of our common stock at a price of $ 74.05 per share. The total cost of the convertible note hedge transactions was $ 52.9 million. In addition, we sold warrants to the option counterparties where by the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of 3,031,558 shares of our common stock at a price of $ 95.01 . We received $ 36.3 million in cash proceeds from the sale of the se warrants. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of the Convertible Notes and to effectively increase the overall conversion price from $74.05 to $95.01 per share. The $ 16.6 million net cost incurred in connection with the convertible note hedges and warrants was recorded as a reduction to additional paid-in capital, net of tax, in the consolidated balance sheet. On or after September 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or a portion of its Convertible Notes. Upon conversion, the Convertible Notes will be settled, at our election, in cash, shar es of our common stock, or a combination of cash and shares of our common stock. Our current intent and policy is to settle conversions with a combination of cash and shares of common stock with the principal amount of the Convertible Notes paid in cash. Holders may convert their Convertible Notes at their option at any time prior to September 1, 2021, only under the following circumstances: during any calendar quarter (and only during such calendar quarter) if, for each of at least 20 trading days (whet her or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock for such trading day is equal to or greater than 130% of the conversion price on such trading day; during the five consecutive business day period immediately following any five consecutive trading day period (the “measurement period”) in which, for each trading day of the measurement period, the t rading price per $1,000 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock for such trading day and the conversion rate on such trading day; or upon the occur rence of specified corporate events . We separate ly account for the liability and equity components of the Convertible Notes. The carrying amount of the liability component was determined by measuring the fair value of a similar liability that does no t hav e an associated conversion feature, assuming our nonconvertible unsecured debt borrowing rate. The carrying value of t he equity component, the conversion option, which is recognized as additional paid-in-capital, net of tax, creates a debt discount on the Convertible Notes. The debt discount was determined by deducting the relative fair value of the liability component from the proceeds of the Convertible Notes and is amortized to interest expense using an effective interest rate of 6.44% over the term of the Convertible Notes. As of December 31, 2015 , the remaining life of the Convertible Notes is 6.8 years. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2015 , the Convertible Notes consisted of the following: Liability component: Gross proceeds $ 224,500 Less: debt discount, net of amortization (49,377) Less: debt issuance cost, net of amortization (4,823) Net carrying amount $ 170,300 Equity component (1) $ 52,903 (1) Included in Additional paid-in capital on the consolidated balance sheet as of December 31, 2015. The debt issuance costs related to the issuance of the Convertible Notes were allocated to the liability and equity components based on their relative values, as determined above. Tot al debt issuance costs were $ 6.8 mi llion, of which $ 5.2 million was allocated to the liability component and $ 1.6 million was allocated to the equity component . The debt issuance costs allocated to the liability component are amortized to interest expense using the effective interest method over the term of the Convertible Notes. The following table presents the amount of interest expense recognized related to the Convertible Notes: For the Year Ended December 31, 2015 Contractual interest coupon $ 2,919 Amortization of debt discount 3,526 Amortization of debt issuance costs 380 Total interest expense recognized $ 6,825 Leveraged Lease Structure In three separate transactions in 1998, 1999 and 2000, we issued EETCs to finance the acquisition of twelve 747-400F aircraft, five of which are financed as leveraged leases. In a leveraged lease, the owner trustee is the owner of record for the aircraft. Wells Fargo Bank Northwest, National Association (“Wells Fargo”) serves as the owner trustee with respect to the leveraged leases in each of our EETC transactions. As the owner trustee of the aircraft, Wells Fargo serves as the lessor of the aircraft under the EETC lease between us and the owner trustee. Wells Fargo also serves as trustee for the beneficial owner of the aircraft, the owner participant. The original owner participant for each aircraft invested (on an equity basis ) approximately 20% of the original cost of the aircraft. The remaining approximately 80% of the aircraft cost was financed with debt issued by the owner trustee on a non recourse basis in the form of equipment notes. The equipment notes were generally is sued in three series , for each aircraft, designated as Series A, B and C equipment notes. The loans evidenced by the equipment notes were funded by the public offering of EETCs. Like the equipment notes, the EETCs were issued in three series , for each EE TC transaction designated as Series A, B and C EETCs. Each series of EETCs was issued by the trustee for separate Atlas pass through trusts with the same designation as the series of EETCs issued. Each of these pass through trustees is also the holder and beneficial owner of the equipment notes bearing the same series designation. We could be subject to additional monthly lease rentals (“AMLR”), which could require payment of up to an additional $ 0.1 million per month in rent on each of the fiv e leased EETC aircraft, subject to an $ 11.0 million per aircraft limit over the remaining term. The AMLR payments would be applied to the underlying notes in the leveraged leases, and would only arise if we exceed certain financial targets and i f it is determined that the then fair market monthly rental for the aircraft exceeds a certain level. We have not made any AMLR payments and do not anticipate making any AMLR payments in 2016 . We perform this test annually in the third quarter. In connection with each of these secured debt financings, we executed equipment notes with original interest rates ranging from 6.88 % to 9.70 % and a ccording to the terms of the equipment notes, principal payments vary and are payable monthly through each m aturity. With respect to the seven aircraft that are currently owned by us, there is no leveraged lease structure or EETC lease. We are the beneficial owner of the aircraft and the issuer of the equipment notes with respect thereto. The equipment notes i ssued with respect to owned aircraft are with full recourse to us. During 2015, five of these notes were repaid using proceeds from the Convertible Notes and one note was repaid upon maturity. The following table summarizes the terms and balances for each EETC outstan ding as of December 31 (in millions): Collateral Fixed Effective Issue Face Aircraft Original Equipment Interest Date Value Tail Number Term Note Rates Rate 2015 2014 2000 EETC 2000 $ 108.5 N409MC 20 years 8.71% to 9.70% 11.31% $ - $ 42.5 1999 EETC 1999 108.3 N476GT 20 years 6.88% to 8.77% 13.94% - 27.4 1999 108.4 N496MC 20 years 6.88% to 8.77% 13.94% - 35.6 1999 109.9 N499MC 20 years 6.88% to 8.77% 7.52% 28.0 35.4 1998 EETC 1998 105.6 N475GT 20 years 7.38% to 8.01% 13.89% - 34.1 1998 103.1 N493MC 20 years 7.38% to 8.01% 13.72% - 33.2 1998 107.9 N477GT 20 years 7.38% to 8.01% 7.54% - 3.5 $ 28.0 $ 211.7 Future Cash Payments for Debt The following table summarizes the cash required to be paid by year and the carrying value of our debt reflecting the terms that were in effect as of December 31, 2015 : 2016 $ 171,538 2017 172,842 2018 177,203 2019 175,742 2020 283,533 Thereafter 1,027,248 Total debt cash payments 2,008,106 Less: unamortized debt discount and debt issuance costs (106,799) Debt $ 1,901,307 |