DEBT | 6. DEBT As of December 31, 2015 and 2014, our outstanding debt consisted of (dollars in thousands): December 31, December 31, 2015 2014 Bank credit facility $ 1,329,750 $ 1,457,000 5½% senior notes due 2021 200,000 200,000 6⅜% senior notes due 2023 300,000 300,000 Total debt $ 1,829,750 $ 1,957,000 Less: current portion 19,075 13,500 Total long-term debt $ 1,810,675 $ 1,943,500 Bank Credit Facility As of December 31, 2015, we maintained a $1.647 billion bank credit facility (the “credit facility”), comprising: · $368.5 million of revolving credit commitments, which expire on October 10, 2019; · $151.5 million of outstanding borrowings under Term Loan A, which mature on January 15, 2021; · $585.0 million of outstanding borrowings under Term Loan H, which mature on January 29, 2021; · $246.3 million of outstanding borrowings under Term Loan I, which mature on June 30, 2017; and · $295.5 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, 2015, 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, 2015, 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, we entered into an incremental facility agreement that provided for an additional $40.0 million of revolving credit commitments. On August 12, 2015, we entered into an incremental facility agreement that provided for an additional $25.0 million of revolving credit commitments. On November 23, 2015, we entered into an incremental facility agreement that provided for an additional $87.5 million of revolving credit commitments. 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 0.38% or 0.50%. The applicable margin and commitment fees charged are determined by certain financial ratios pursuant to the credit agreement. As of December 31, 2015, we had $306.6 million of unused revolving credit commitments, all of which were available to be borrowed and used for general corporate purposes, after giving effect to $51.5 million of outstanding loans and $10.4 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”). After giving effect to $1.7 million of financing costs, net proceeds from Term Loan A of $149.8 million, together with borrowings under our revolving credit commitments, were used to repay the entire $194.0 million balance of the previously existing Term Loan G. Term Loan A matures on January 15, 2021 and, commencing on March 31, 2016, will be 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 I 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 of $250.0 million (“Term Loan I”). Term Loan I matures on June 30, 2017 and, since September 30, 2014, has been subject to quarterly principal payments of $0.6 million, representing 0.25% of the original principal amount, with a final payment at maturity of $243.1 million, representing 97.25% of the original principal amount. Borrowings under Term Loan I bear interest at a floating rate or rates equal to, at our discretion, LIBOR plus a margin of 2.50%, or the Prime Rate plus a margin of 1.50%. 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 swaps with various banks to fix the variable rate of borrowings 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 basis as of, and for the years ended, December 31, 2015, 2014 and 2013. As of December 31, 2015, we had current interest rate swaps that fixed the variable portion of $600 million of borrowings at a rate of 1.5%, all of which are scheduled to expire during the year ending December 31, 2018. As of December 31, 2015, the weighted average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 3.7%. Senior Notes As of December 31, 2015, we had $500.0 million of outstanding senior notes, comprised of $200.0 million of 5½% senior notes due April 2021 (the “5½% Notes”), and $300.0 million of 6⅜% Our senior notes are unsecured obligations, and 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, 2015, we were in compliance with all of the covenants under the indentures. 5½% On March 17, 2014, we issued the 5½% Notes in the aggregate principal amount of $200.0 million. Net proceeds from the 5½% Notes of $196.2 million funded a partial repayment of certain previously existing term loans. 6⅜% On August 28, 2012, we issued the 6⅜% Loss on Early Extinguishment of Debt Loss on early extinguishment of debt totaled $4.4 million, $0.3 million and $0.8 million for the years ended December 31, 2015, 2014 and 2013, respectively, which represented the write-off of unamortized deferred financing costs as a result of the repayment of certain previously existing term loans under our bank credit facility. Other Assets Other assets, net, substantially comprise financing costs and original issue discount (“OID”) incurred to raise debt, which are deferred and amortized through interest expense over the scheduled term of such debt issuances. OID, as recorded in other assets, net, was $4.9 million and $8.7 million as of December 31, 2015 and 2014, respectively. Debt Ratings MCC’s corporate credit ratings are Ba3 by Moody’s, and BB by Standard and Poor’s (“S&P”), both with stable outlooks. Our senior unsecured ratings are B2 by Moody’s, and B+ by S&P, both with stable outlooks. 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 (dollars in thousands): December 31, 2015 2014 5½% senior notes due 2021 $ 191,500 $ 202,000 6⅜% senior notes due 2023 291,750 309,000 Total senior notes $ 483,250 $ 511,000 Bank credit facility $ 1,317,990 $ 1,426,126 The scheduled maturities of all debt outstanding as of December 31, 2015 are as follows (dollars in thousands): Bank Credit Facility Senior Revolving Credit Term Loans Notes Total January 1, 2016 to December 31, 2016 $ — $ 19,075 $ — $ 19,075 January 1, 2017 to December 31, 2017 — 260,325 — 260,325 January 1, 2018 to December 31, 2018 — 16,575 — 16,575 January 1, 2019 to December 31, 2019 51,500 16,575 — 68,075 January 1, 2020 to December 31, 2020 — 16,575 — 16,575 Thereafter — 949,125 500,000 1,449,125 Total $ 51,500 $ 1,278,250 $ 500,000 $ 1,829,750 |