Long-Term Debt | Note 12. Long-Term Debt Long-term debt is summarized in the following table: As of December 31, (In millions) 2016 2015 Senior secured term loan facility maturing in 2021 (1) $ — $ 2,336 Senior secured term loan facility maturing in 2023 (2) 1,628 — 5.125% notes maturing in 2024 (3) 737 — Revolving credit facility maturing in 2021 — — 7.10% notes maturing in 2018 (4) 77 75 7.45% notes maturing in 2027 (4) 167 164 7.25% notes maturing in 2038 (4) 65 65 Vehicle capital leases (5) 87 47 Other 71 65 Less current portion (59) (54) Total long-term debt $ 2,772 $ 2,698 ___________________________________ (1) As of December 31, 201 5 , presented net of $ 21 million in unamortized debt issuance costs and $17 million in unamortized original issue discount paid as described below under “––Term Loan Facility.” (2) As of December 31, 2016, presented net of $ 18 million in unamortized debt issuance costs and $4 million in unamortized original issue discount paid as described below under “––Term Loan Facility.” (3) As of December 31, 2016, presented net of $13 million in unamortized debt issuance costs as described below under “––2024 Notes.” (4) As of December 31, 2016 and 2015, collectively presented net of $48 million and $53 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. (5) The Company has entered into the Fleet Agreement which, among other things, allows the Company to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are capital leases for accounting purposes. The lease rental payments include an interest component calculated using a variable rate based on one-month LIBOR plus other contractual adjustments and a borrowing margin totaling 2.45 percent. Term Loan Facility On July 1, 2014, in connection with the Company’s initial public offering, the Company entered into the $1,825 million Old Term Loan Facility, maturing July 1, 2021. Borrowings under the Old Term Loan Facility, together with $243 million of available cash and $120 million of net proceeds of the initial public offering, were used to repay in full the $2,187 million outstanding under the then-existing term loan facility. In addition, $42 million of available cash was used to pay debt issuance costs of $24 million and original issue discount of $18 million in connection with the Old Term Loan Facility. On April 1, 2015, the Company entered into a first amendment to the Old Term Loan Facility, which provides for incremental term loans in an aggregate principal amount of $175 million. On April 1, 2015, the Company used the net proceeds from the incremental term loans, together with cash on hand, to redeem the remaining outstanding $200 million in aggregate principal amount of the 8% 2020 Notes at a redemption price of 106.0% of the principal amount. In addition, $2 million of available cash was used to pay debt issuance costs in connection with the incremental term loans. On August 17, 2015, the Company entered into a second amendment to the Old Term Loan Facility, which provides for incremental term loans in an aggregate principal amount of $400 million. On August 17, 2015, the Company used the net proceeds from incremental term loans, together with cash on hand, to redeem the remaining outstanding $488 million in aggregate principal amount of the 7% 2020 Notes at a redemption price of 105.25% of the principal amount. In addition, $5 million of available cash was used to pay debt issuance costs of $3 million and original issue discount of $2 million in connection with the incremental term loans. On November 8, 2016, the Company entered into a $1,650 million Term Loan Facility maturing November 8, 2023. Borrowings under the Term Loan Facility, together with the 2024 Notes, were used to repay the remaining outstanding $2,356 million in aggregate principal amount of the Old Term Loan Facility. In connection with the repayment, the Company recorded a loss on extinguishment of debt of $32 million in the year ended December 31, 2016, which includes the write-off of $14 million of original issue discount and $18 million of debt issuance costs. In addition, $38 million of proceeds was used to pay debt issuance costs of $34 million and original issue discount of $4 million in connection with the Term Loan Facility, the Revolving Credit Facility and the 2024 Notes. The interest rates applicable to the term loans under the Term Loan Facility are based on a fluctuating rate of interest measured by reference to either, at The Company’s option, (i) an adjusted LIBOR (subject to a floor of zero percent) plus a margin of 2.50 percent per annum or (ii) an alternate base rate (subject to a floor of 1.00 percent) plus a margin of 1.50 percent per annum. Voluntary prepayments of borrowings under the Term Loan Facility are permitted at any time, in minimum principal amounts, without premium or penalty. The Term Loan Facility and the guarantees thereof are secured by substantially all of the tangible and intangible assets of the Company and certain of its domestic subsidiaries, excluding certain subsidiaries subject to regulatory requirements in various states, including pledges of all the capital stock of all direct domestic subsidiaries (other than foreign subsidiary holding companies, which are deemed to be foreign subsidiaries) owned by the Company or any Guarantor and of up to 65% of the capital stock of each direct foreign subsidiary owned by the Company or any Guarantor. The Term Loan Facility security interests are subject to certain exceptions, including, but not limited to, exceptions for (i) equity interests, (ii) indebtedness or other obligations of subsidiaries, (iii) real estate or (iv) any other assets, if the granting of a security interest therein would require that any notes issued under the Company’s indenture dated as of August 15, 1997 be secured. The Term Loan Facility is secured on a pari passu basis with the security interests created in the same collateral securing the Revolving Credit Facility. The Company has historically entered into interest rate swap agreements. Under the terms of these agreements, the Company pays a fixed rate of interest on the stated notional amount and receives a floating rate of interest (based on one month LIBOR) on the stated notional amount. Therefore, during the term of the swap agreements, the effective interest rate on the portion of the term loans equal to the stated notional amount is fixed at the stated rate in the interest rate swap agreements plus the incremental borrowing margin. On July 23, 2014, the Company entered into two four -year interest rate swap agreements effective August 1, 2014 . The aggregate notional amount of the agreements was $300 million. Under the terms of the agreements, the Company paid weighted-average fixed rate of interest of 1.786 percent on the $300 million notional amount, and the Company received a floating rate of interest (based on one-month LIBOR) on the notional amount. Therefore, during the term of the agreements, the effective interest rate on $300 million of the Old Term Loan Facility was fixed at a rate of 1.786 percent, plus the incremental borrowing margin of 3.25 percent. On July 23, 2014, the Company entered into three forty-one month interest rate swap agreements effective March 1, 2015 . The aggregate notional amount of the agreements was $400 million. Under the terms of the agreements, the Company paid a weighted-average fixed rate of interest of 1.927 percent on the $400 million notional amount, and the Company received a floating rate of interest (based on one-month LIBOR) on the notional amount. Therefore, during the term of the agreements, the effective interest rate on $400 million of the Old Term Loan Facility was fixed at a rate of 1.927 percent, plus the incremental borrowing margin of 3.25 percent. On November 8, 2016, in connection with the repayment of the Old Term Loan Facility, the Company terminated the then-existing interest rate swap agreements and paid $10 million in connection with the terminations. The fair value of the terminated agreements of $10 million is recorded within accumulated other comprehensive income (loss) on the consolidated statements of financial position and will be amortized into interest expense over the original term of the agreements. On November 7, 2016 the Company entered into a seven -year interest rate swap agreement effective November 8, 2016 . The notional amount of the agreement was $650 million. Under the terms of the agreement, the Company will pay a fixed rate of interest of 1.493 percent on the $650 million notional amount, and the Company will receive a floating rate of interest (based on one-month LIBOR, subject to a floor of zero percent) on the notional amount. Therefore, during the term on the agreement, the effective interest rate on $650 million of the Term Loan Facility is fixed at a rate of 1.493 percent, plus the incremental borrowing margin of 2.50 percent. The changes in interest rate swap agreements, as well as the cumulative interest rate swaps outstanding, are as follows: Weighted Notional Average Fixed (In millions) Amount Rate (1) Interest rate swap agreements in effect as of December 31, 2014 $ 300 1.786 % Entered into effect 400 Interest rate swap agreements in effect as of December 31, 2015 700 1.867 % Terminated (700) Entered into effect 650 Interest rate swap agreements in effect as of December 31, 2016 $ 650 1.493 % ___________________________________ (1) Before the application of the applicable borrowing margin. In accordance with accounting standards for derivative instruments and hedging activities, and as further described in Note 18 to the consolidated financial statements, these interest rate swap agreements are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of the changes in fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). Revolving Credit Facility On November 8, 2016, in connection with the Company’s refinancing, the Company terminated the Old Revolving Credit Facility and entered into a $300 million Revolving Credit Facility. The maturity date for the Revolving Credit Facility is November 8, 2021. The Revolving Credit Facility provides for senior secured revolving loans and stand ‑by and other letters of credit. The Revolving Credit Facility limits outstanding letters of credit to $225 million. As of December 31, 2016, there were $35 million of letters of credit outstanding and $265 million of available borrowing capacity under the Revolving Credit Facility. The Revolving Credit Facility and the guarantees thereof are secured by the same collateral securing the Term Loan Facility, on a pari passu basis with the security interests created in the same collateral securing the Term Loan Facility. The interest rates applicable to the loans under the Revolving Credit Facility are based on a fluctuating rate of interest measured by reference to either, at the Company’s option, (i) an adjusted LIBOR plus a margin of 2.50 percent per annum or (ii) an alternate base rate plus a margin of 1.50 percent per annum. 2024 Notes On November 8, 2016, the Company sold $750 million of 2024 Notes. The 2024 Notes will mature on November 15, 2024 and bear interest at a rate of 5.125 percent per annum. The 2024 Notes are jointly and severally guaranteed on a senior unsecured basis by the Company’s domestic subsidiaries that guarantee its indebtedness under the Credit Facilities (the “Guarantors”). The 2024 Notes are not guaranteed by any of the Company’s non ‑U.S. subsidiaries, any subsidiaries subject to regulation as an insurance, home warranty or similar company, or certain other subsidiaries (the “Non-Guarantors”). The 2024 Notes are our unsecured obligations and rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The subsidiary guarantees are senior unsecured obligations of the Guarantors and rank equally in right of payment with all of the existing and future senior unsecured indebtedness of our Non-Guarantors. The 2024 Notes are effectively junior to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. 2020 Notes On July 16, 2014, the Company used proceeds from the Company’s initial public offering to redeem $210 million in aggregate principal amount of its 8% 2020 Notes and $263 million in aggregate principal amount of its 7% 2020 Notes. In connection with the partial redemption of the 8% 2020 Notes and 7% 2020 Notes, the Company was required to pay a pre-payment premium of $17 million and $18 million, respectively, and accrued interest of $7 million and $8 million, respectively. Additionally, i n connection with the partial redemption of the 2020 Notes and the repayment of the then-existing term loan facility, the Company recorded a loss on extinguishment of debt of $65 million in the year ended December 31, 2014 , which includes the pre-payment premiums on the 8% 2020 Notes and 7% 2020 Notes of $17 million and $18 million, respectively, and the write-off of $30 million of debt issuance costs. On February 17, 2015, the Company redeemed $190 million in aggregate principal amount of its 8% 2020 Notes at a redemption price of 106.0% of the principal amount using available cash. In connection with the partial redemption, the Company recorded a loss on extinguishment of debt of $13 million in the year ended December 31, 2015, which includes a pre-payment premium of $11 million and the write-off of $2 million of debt issuance costs. On April 1, 2015, the Company used the net proceeds from additional borrowings under the Old Term Loan Facility, together with cash on hand, to redeem the remaining outstanding $200 million in aggregate principal amount of its 8% 2020 Notes at a redemption price of 106.0% of the principal amount. In connection with the redemption, the Company recorded a loss on extinguishment of debt of $14 million in the year ended December 31, 2015, which includes a pre-payment premium of $12 million and the write-off of $2 million of debt issuance costs. On August 17, 2015, the Company used the net proceeds from additional borrowings under the Old Term Loan Facility , together with cash on hand, to redeem the remaining outstanding $488 million in aggregate principal amount of the 7% 2020 Notes at a redemption price of 105.25% of the principal amount. In connection with the redemption, the Company recorded a loss on extinguishment of debt of $31 million in the year ended December 31, 2015, which includes a pre ‑payment premium of $25 million and the write ‑off of $6 million of debt issuance costs. Other The agreements governing the Term Loan Facility and the Revolving Credit Facility contain certain covenants that, among other things, limit or restrict the incurrence of additional indebtedness, liens, sales of assets, certain payments (including dividends) and transactions with affiliates, subject to certain exceptions. The Company was in compliance with the covenants under these agreements at December 31, 2016. As of December 31, 2016, future scheduled long ‑term debt payments are $ 59 million, $154 million, $43 million, $38 million and $ 23 million for the years ended December 31, 2017, 2018, 2019, 2020 and 2021, respectively. Certain of the Company’s assets, including vehicles, equipment and a call center facility, are leased under capital leases with $88 million in remaining lease obligations as of December 31, 2016. The long ‑term debt payments above include future capital lease payments of approximately $27 million in 2017, $21 million in 2018, $18 million in 2019, $14 million in 2020, and $6 million in 2021. |