Debt | 6. DEBT As of December 31, 2016 and 2015, our outstanding debt consisted of (dollars in thousands): December 31, December 31, 2016 2015 Bank credit facility $ 1,128,000 $ 1,329,750 5 1 2 200,000 200,000 6 3 8 300,000 300,000 Total debt $ 1,628,000 $ 1,829,750 Less: current portion 16,575 19,075 Total long-term debt, gross (less current portion) $ 1,611,425 $ 1,810,675 Less: deferred financing costs, net 14,350 20,232 Total long-term debt, net (less current portion) $ 1,597,075 $ 1,790,443 Bank Credit Facility As of December 31, 2016, we maintained a $1.384 billion bank credit facility (the “credit facility”), comprising: • $368.5 million of revolving credit commitments, which expire on October 10, 2019; • $143.9 million of outstanding borrowings under Term Loan A, which mature on January 15, 2021; • $579.0 million of outstanding borrowings under Term Loan H, which mature on January 29, 2021; and • $292.5 million of outstanding borrowings under Term Loan J, which mature on June 30, 2021. The credit facility is collateralized by our ownership interests in our operating subsidiaries and is guaranteed by us on a limited recourse basis to the extent of such ownership interests. As of December 31, 2016, we had the ability to repay all outstanding debt under the credit facility at par value any time prior to maturity. As of December 31, 2016, the credit agreement governing the credit facility (the “credit agreement”) required our operating subsidiaries to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.0 to 1.0 and an interest coverage ratio (as defined in the credit agreement) of no less than 2.0 to 1.0. For all periods through December 31, 2016, our operating subsidiaries were in compliance with all covenants under the credit agreement. Revolving Credit Commitments On October 10, 2014, we terminated our existing revolving credit commitments and, on the same date, entered into an incremental facility agreement that provided for $216.0 million of new revolving credit commitments, which are scheduled to expire on October 10, 2019. On December 9, 2014, August 12, 2015 and November 23, 2015, we entered into incremental facility agreements that provided for an additional $40.0 million, $25.0 million and $87.5 million of revolving credit commitments, respectively. Borrowings under our revolving credit commitments bear interest at a floating rate or rates equal to, at our discretion, LIBOR plus a margin ranging from 2.00% to 2.75%, or the Prime Rate plus a margin ranging from 1.00% to 1.75%. Commitment fees on the unused portion of our revolving credit commitments are payable at a rate of 0.50% or 0.63%. The applicable margin and commitment fees charged are determined by certain financial ratios pursuant to the credit agreement. As of December 31, 2016, we had $246.2 million of unused revolving credit commitments, all of which were available to be borrowed and used for general corporate purposes, after giving effect to $112.6 million of outstanding loans and $9.7 million of letters of credit issued to various parties as collateral. Term Loan A On December 17, 2015, we entered into an incremental facility agreement that provided for a new term loan in the original principal amount of $151.5 million (“Term Loan A”). Term Loan A matures on January 15, 2021 and, since March 31, 2016, has been subject to quarterly principal payments of $1.9 million, representing 1.25% of the original principal amount, with a final payment at maturity of $113.6 million, representing 75.00% of the original principal amount. Borrowings under Term Loan A bear interest at a floating rate or rates equal to, at our discretion, LIBOR plus a margin ranging from 2.25% to 3.50%, or the Prime Rate plus a margin ranging from 1.25% to 2.50%. The applicable margin and commitment fees charged are determined by certain financial ratios pursuant to the credit agreement. Term Loan H On May 29, 2013, we entered into an incremental facility agreement that provided for a new term loan in the original principal amount of $600.0 million (“Term Loan H”). Term Loan H matures on January 29, 2021 and, since September 30, 2013, has been subject to quarterly principal payments of $1.5 million, representing 0.25% of the original principal amount, with a final payment at maturity of $555.0 million, representing 92.5% of the original principal amount. Borrowings under Term Loan H bear interest at a floating rate or rates equal to, at our discretion, LIBOR plus a margin of 2.50% (subject to a minimum LIBOR of 0.75%), or the Prime Rate plus a margin of 1.50% (subject to a minimum Prime Rate of 1.75%). Term Loan J On June 20, 2014, we entered into an amended and restated credit agreement that, among other things, provided for a new term loan in the original principal amount $300.0 million (“Term Loan J”). Term Loan J matures on June 30, 2021 and, since September 30, 2014, has been subject to quarterly principal payments of $0.8 million, representing 0.25% of the original principal amount, with a final payment at maturity of $279.8 million, representing 93.25% of the original principal amount. Borrowings under Term Loan J bear interest at a floating rate or rates equal to, at our discretion, LIBOR plus a margin of 2.75% or 3.00% (subject to a minimum LIBOR of 0.75%), or the Prime Rate plus a margin of 1.75% or 2.00% (subject to a minimum Prime Rate of 1.75%). The applicable margin charged is determined by certain financial ratios pursuant to the credit agreement. Interest Rate Swaps We have entered into several interest rate exchange agreements (which we refer to as “interest rate swaps”) with various banks to fix the variable rate on a portion of our borrowings under the credit facility to reduce the potential volatility in our interest expense that may result from changes in market interest rates. Our interest rate swaps have not been designated as hedges for accounting purposes, and have been accounted for on a mark-to-market As of December 31, 2016, the weighted average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 3.5%. Senior Notes As of December 31, 2016, we had $500.0 million of outstanding senior notes, comprising $200.0 million of 5 1 2 1 2 3 8 3 8 Our senior notes are unsecured obligations and, as of December 31, 2016, the indentures governing our senior notes (the “indentures”) limits the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined in the indentures) of 8.5 to 1.0. For all periods through December 31, 2016, we were in compliance with all of the covenants under the indentures. 5 1 2 On March 17, 2014, we issued the 5 1 2 1 2 As a percentage of par value, the 5 1 2 6 3 8 On August 28, 2012, we issued the 6 3 8 3 8 As a percentage of par value, the 6 3 8 Loss on Early Extinguishment of Debt Loss on early extinguishment of debt totaled $1.2 million, $4.4 million and $0.3 million for the years ended December 31, 2016, 2015 and 2014, respectively, which represented the write-off Deferred Financing Costs We adopted ASU 2015-03 2015-15 Debt Ratings MCC’s corporate credit ratings are currently Ba3 by Moody’s, with a positive outlook, and BB by Standard and Poor’s (“S&P”), with a stable outlook, and our senior unsecured ratings are currently B2 by Moody’s, with a positive outlook, and B+ by S&P, with a stable outlook. There are no covenants, events of default, borrowing conditions or other terms in the credit agreement or indentures that are based on changes in our credit rating assigned by any rating agency. Fair Value and Debt Maturities The fair values of our senior notes and outstanding debt under the credit facility (which were calculated based upon market prices of such issuances in an active market when available) were as follows as of December 31, 2016 and 2015 (dollars in thousands): December 31, 2016 2015 5 1 2 $ 205,500 $ 191,500 6 3 8 316,500 291,750 Total senior notes $ 522,000 $ 483,250 Bank credit facility $ 1,135,633 $ 1,317,990 The scheduled maturities of all debt outstanding as of December 31, 2016 are as follows (dollars in thousands): Bank Credit Facility Senior Revolving Credit Term Loans Notes Total January 1, 2017 to December 31, 2017 $ — $ 16,575 $ — $ 16,575 January 1, 2018 to December 31, 2018 — 16,575 — 16,575 January 1, 2019 to December 31, 2019 112,575 16,575 — 129,150 January 1, 2020 to December 31, 2020 — 16,575 — 16,575 January 1, 2021 to December 31, 2021 — 949,125 200,000 1,149,125 Thereafter — — 300,000 300,000 Total $ 112,575 $ 1,015,425 $ 500,000 $ 1,628,000 |