Debt | 9. Debt Our debt obligations, as of December 31: 2017 2016 Range of Maturity Dates Interest Rates (1) Balance Interest Rates (1) Balance Ex-Im Guaranteed Notes 2021 to 2025 1.89% $ 564,184 1.89% $ 645,537 Term loans and capital leases 2020 to 2032 4.16% 1,145,116 4.34% 1,053,273 Private Placement Facility 2025 to 2026 3.17% 144,539 - - Convertible Notes 2022 to 2024 2.04% 513,500 2.25% 224,500 EETC 2019 7.52% 11,480 7.52% 20,084 Total principal amount of debt and capital leases 2,378,819 1,943,394 Less: unamortized debt discount and issuance costs (151,820 ) (91,983 ) Total debt 2,226,999 1,851,411 Less current portion of debt and capital leases (218,013 ) (184,748 ) Long-term debt $ 2,008,986 $ 1,666,663 (1) Interest rates reflect weighted-average rates as of year-end. Many of our financing instruments have cross-default provisions and contain limitations on our ability to, among other things, 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 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. Term Loans and Capital Leases We have entered into various term loans to finance the purchase of aircraft, passenger-to-freighter conversion of aircraft, and for GEnx engine performance upgrade kits and overhauls. Each term loan requires payment of principal and interest quarterly in arrears. Funds available under each term loan are subject to usual and customary fees, and funds drawn 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. The following table summarizes the terms for each term loan entered into during 2017 (in millions): Issue Face Collateral Original Fixed Interest Date Value Type Term Rate First 2017 Term Loan April 2017 $ 20.1 767-300 91 months 3.02% Second 2017 Term Loan April 2017 21.3 767-300 91 months 3.16% Third 2017 Term Loan May 2017 21.5 767-300 91 months 3.16% Fourth 2017 Term Loan June 2017 21.3 767-300 91 months 3.09% Fifth 2017 Term Loan June 2017 21.7 767-300 91 months 3.11% Sixth 2017 Term Loan June 2017 21.7 767-300 91 months 3.11% Seventh 2017 Term Loan June 2017 18.7 None 58 months 2.17% Eighth 2017 Term Loan July 2017 12.5 767-300 60 months 3.62% Ninth 2017 Term Loan Nov 2017 26.9 None 60 months 2.38% Total $ 185.7 In March 2017, we amended and extended a lease for a 747-400 freighter aircraft to June 2032 at a lower monthly lease payment. As a result of the extension, we determined that the lease qualifies as a capital lease. The present value of the future minimum lease payments was $32.4 million. Private Placement Facility In September 2017, we entered into a debt facility for a total of $145.8 million through private placement to finance the purchase and passenger-to-freighter conversion of six 767-300 freighter aircraft dry leased to Amazon (the “Private Placement Facility”). The Private Placement Facility consists of six separate loans (the “Private Placement Loans”). Each Private Placement Loan is comprised of an equipment note and an equipment term loan, both secured by the cash flows from a 767-300 freighter aircraft dry lease and the underlying aircraft. The equipment notes require payment of principal and interest at a fixed interest rate. The equipment term loans accrue interest, at a fixed rate, which is added to the principal balance outstanding until each equipment note is paid in full. Subsequently, the equipment term loans require payment of principal and interest over the remaining term of the loans. The Private Placement Loans are cross-collateralized, but not cross-defaulted, with each other and, except for certain specified events, are not cross-defaulted with other debt facilities of the Company. In connection with entry into the Private Placement Facility, we have agreed to pay usual and customary commitment and other fees associated with this type of financing. The Private Placement Facility is guaranteed by us and subject to customary covenants and events of default. The following table summarizes the terms for each financing entered into during 2017 under the Private Placement Facility (in millions): Issue Face Collateral Original Fixed Interest Date Value Type Term Rate First 2017 Equipment Note Oct 2017 $ 21.2 Dry Lease and 767-300 87 months 2.93% First 2017 Equipment Term Loan Oct 2017 2.6 Dry Lease and 767-300 103 4.75% Second 2017 Equipment Note Oct 2017 21.4 Dry Lease and 767-300 88 months 2.93% Second 2017 Equipment Term Loan Oct 2017 3.2 Dry Lease and 767-300 107 months 4.75% Third 2017 Equipment Note Oct 2017 21.2 Dry Lease and 767-300 87 months 2.93% Third 2017 Equipment Term Loan Oct 2017 3.0 Dry Lease and 767-300 105 months 4.75% Fourth 2017 Equipment Note Dec 2017 21.2 Dry Lease and 767-300 88 months 2.93% Fourth 2017 Equipment Term Loan Dec 2017 2.9 Dry Lease and 767-300 104 4.87% Fifth 2017 Equipment Note Dec 2017 21.4 Dry Lease and 767-300 89 months 2.93% Fifth 2017 Equipment Term Loan Dec 2017 3.2 Dry Lease and 767-300 107 months 4.87% Sixth 2017 Equipment Note Dec 2017 21.4 Dry Lease and 767-300 88 months 2.93% Sixth 2017 Equipment Term Loan Dec 2017 3.1 Dry Lease and 767-300 106 months 4.94% Total $ 145.8 Convertible Notes In May 2017, we issued $289.0 million aggregate principal amount of convertible senior notes that mature on June 1, 2024 (the “2017 Convertible Notes”) in an underwritten public offering. In June 2015, we issued $224.5 million aggregate principal amount of convertible senior notes that mature on June 1, 2022 (the “2015 Convertible Notes”) in an underwritten public offering. The 2017 Convertible Notes and the 2015 Convertible Notes (collectively, the “Convertible Notes”), are senior unsecured obligations and accrue interest payable semiannually on June 1 and December 1 of each year. The Convertible Notes are due on their respective maturity dates, unless earlier converted or repurchased pursuant to their respective terms. The following table lists certain key terms for the Convertible Notes: 2017 Convertible Note 2015 Convertible Note Fixed interest rate 1.88 % 2.25 % Earliest conversion date September 1, 2023 September 1, 2021 Initial conversion price per share $ 61.08 $ 74.05 Conversion rate (shares for each $1,000 of principal) 16.3713 13.5036 We used the majority of the net proceeds from the 2017 Convertible Notes in May 2017 to repay $150.0 million then outstanding under our revolving credit facility and to fund the cost of the convertible note hedges described below. During 2015, we used the majority of the proceeds from the 2015 Convertible Notes 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 loss 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 in 2015 (see Note 12). The Convertible Notes will initially be convertible into shares of our common stock based on the respective conversion rates, which are equal to the respective initial conversion prices per share. The conversion rates 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 “make-whole fundamental change,” we will, in certain circumstances, increase the conversion rates by a number of additional shares of our common stock for the Convertible Notes converted in connection with such “make-whole fundamental change”. Additionally, if we undergo a “fundamental change,” holders will have the option to require us to repurchase all or a portion of their Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest through, but excluding, the fundamental change repurchase date. In connection with the offerings of the Convertible Notes, we entered into convertible note hedge transactions whereby we have the option to purchase a certain number of shares of our common stock at a fixed price per share. In addition, we sold warrants to the option counterparties whereby the holders of the warrants have the option to purchase a certain number of shares of our common stock at a fixed price per share. The following table summarizes the convertible note hedges and related warrants: 2017 Convertible Note 2015 Convertible Note Convertible Note Hedges: Number of shares (1) 4,731,306 3,031,558 Initial price per share $ 61.08 $ 74.05 Cost of hedge $ 70,140 $ 52,903 Convertible Note Warrants: Number of shares (1) 4,731,306 3,031,558 Initial price per share $ 92.20 $ 95.01 Proceeds from sale of warrants $ 38,148 $ 36,290 (1) Taken together, the purchases of the convertible note hedges and the sales of the warrants are intended to offset any economic dilution from the conversion of each of the Convertible Notes when the stock price is below the exercise price of the respective warrants and to effectively increase the overall conversion prices from $61.08 to $92.20 per share for the 2017 Convertible Notes and from $74.05 to $95.01 per share On or after the earliest conversion date 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, each of the Convertible Notes will be settled, at our election, in cash, shares 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 amounts of the Convertible Notes paid in cash. Holders may only convert their Convertible Notes at their option at any time prior to the earliest conversion dates, under the following circumstances: • during any calendar quarter (and only during such calendar quarter) if, for each of at least 20 trading days (whether 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 trading 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 occurrence of specified corporate events. We separately account for the liability and equity components of convertible notes. The carrying amount of the liability component is determined by measuring the fair value of a similar liability that does not have an associated conversion feature, assuming our nonconvertible unsecured debt borrowing rate. The carrying value of the 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 is 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 6.14% and 6.44% over the term of the 2017 Convertible Notes and the 2015 Convertible Notes, respectively. The equity components will not be remeasured as long as they continue to meet the conditions for equity classification. 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. Total debt issuance costs for the 2017 Convertible Notes were $7.5 million, of which $5.7 million was allocated to the liability component and $1.8 million was allocated to the equity component. Total debt issuance costs for the 2015 Convertible Notes were $6.8 million, 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 components are amortized to interest expense using the effective interest method over the term of each of the Convertible Notes. The convertible notes consisted of the following as of December 31: 2017 2016 2017 Convertible Notes 2015 Convertible Notes 2015 Convertible Notes Remaining life in months 77 53 65 Liability component: Gross proceeds $ 289,000 $ 224,500 $ 224,500 Less: debt discount, net of amortization (65,187 ) (36,108 ) (42,956 ) Less: debt issuance cost, net of amortization (5,216 ) (3,445 ) (4,146 ) Net carrying amount $ 218,597 $ 184,947 $ 177,398 Equity component (1) $ 70,140 $ 52,903 $ 52,903 (1) Included in Additional paid-in capital on the consolidated balance sheets. The following table presents the amount of interest expense recognized related to the 2017 Convertible Notes and the 2015 Convertible Notes: For the Year Ended December 31, 2017 December 31, 2016 Contractual interest coupon $ 8,348 $ 5,051 Amortization of debt discount 11,801 6,421 Amortization of debt issuance costs 1,132 677 Total interest expense recognized $ 21,281 $ 12,149 EETC In 1999, we issued an EETC secured by a 747-400F aircraft in the amount of $109.9 million which matures in February 2019 with fixed interest rates on the underlying equipment notes ranging from 6.88% to 8.77% and an effective interest rate of 7.52%. Revolving Credit Facility In December 2016, we entered into a three-year $150.0 million secured revolving credit facility (the “Revolver”) for general corporate purposes, including financing the acquisition and conversion of 767 aircraft prior to obtaining permanent financing for the converted aircraft. The Revolver is secured by mortgages against nine 747-400 and five 767-300 aircraft, and related engines. Amounts outstanding under the Revolver are subject to borrowing base calculations, collateral coverage and fixed charge ratios. The Revolver accrues interest monthly at LIBOR plus a margin of 2.25% per annum on the amounts outstanding and 0.4% on the undrawn portion. In connection with entry into the Revolver, we paid usual and customary fees. There were no amounts outstanding at December 31, 2017 and 2016, and we had $139.3 million of unused availability under the Revolver as of December 31, 2017. Future Cash Payments for Debt and Capital Leases The following table summarizes the cash required to be paid by year and the carrying value 2018 $ 230,464 2019 230,537 2020 343,624 2021 238,223 2022 426,789 Thereafter 909,182 Total debt cash payments 2,378,819 Less: unamortized debt discount and issuance costs (151,820 ) Debt $ 2,226,999 |