Debt | Debt Revolving Credit Facilities —Sotheby's and certain of its wholly-owned subsidiaries are parties to a credit agreement with an international syndicate of lenders led by General Electric Capital Corporation, which provides for separate dedicated revolving credit facilities for the Agency segment (the “Agency Credit Agreement”) and the Finance segment (the “Finance Credit Agreement”) (collectively, the “Credit Agreements”). On June 15, 2015, the Credit Agreements were amended to increase the commitments under the Finance Credit Agreement in order to support the continued growth of the Finance segment's loan portfolio and to extend the maturity date of the Credit Agreements by one year to August 22, 2020. The Agency Credit Agreement provides for an asset-based revolving credit facility the proceeds of which may be used primarily for the working capital and other general corporate needs of the Agency segment. The Finance Credit Agreement provides for an asset-based revolving credit facility the proceeds of which may be used primarily for the working capital and other general corporate needs of the Finance segment, including the funding of client loans. The Credit Agreements allow Sotheby's to transfer the proceeds of borrowings under each of the revolving credit facilities between the Agency and Finance segments. The maximum aggregate borrowing capacity of the Credit Agreements, which is subject to a borrowing base, is approximately $1.335 billion , with $300 million committed to the Agency segment and $1.035 billion committed to the Finance segment, including a $485 million increase that was secured for the Finance segment in conjunction with the June 2015 amendment. The borrowing capacity of the Agency Credit Agreement includes a $50 million incremental revolving credit facility with higher advance rates against certain assets and higher commitment and borrowing costs (the "Incremental Facility"). As a result of the June 2015 amendment of the Credit Agreements, the Incremental Facility has a maturity date of August 22, 2016, which may be extended for an additional 365 days on an annual basis with the consent of the lenders who agree to extend their commitments under the Incremental Facility. Prior to the amendment, the maturity date of the Incremental Facility was August 21, 2015. The Credit Agreements have a sub-limit of $400 million for borrowings in the U.K. and Hong Kong, with up to $50 million available for foreign borrowings under the Agency Credit Agreement and up to $350 million available for foreign borrowings under the Finance Credit Agreement. The Credit Agreements also include an accordion feature, which allows Sotheby’s to seek an increase to the combined borrowing capacity of the Credit Agreements until February 23, 2020 by an amount not to exceed $150 million in the aggregate. Though new commitments would need to be obtained, the uncommitted accordion feature permits Sotheby’s to seek an increase to the aggregate commitments of either or both of the Agency and Finance credit facilities under an expedited arrangement process. The borrowing base under the Agency Credit Agreement is determined by a calculation that is primarily based upon a percentage of the carrying values of certain auction guarantee advances, a percentage of the carrying value of certain inventory, a percentage of the carrying value of certain extended payment term receivables arising from auction or private sale transactions, and the fair value of certain of Sotheby's trademarks. The borrowing base under the Finance Credit Agreement is determined by a calculation that is primarily based upon a percentage of the carrying values of certain loans in the Finance segment loan portfolio and the fair value of certain of Sotheby's trademarks. The borrowing base of the Incremental Facility is determined by a calculation that is based on a percentage of the carrying value of certain inventory and the fair value of certain of Sotheby's trademarks. The obligations under the Credit Agreements are cross-guaranteed and cross-collateralized. Domestic borrowers are jointly and severally liable for all obligations under the Credit Agreements and, subject to certain limitations, borrowers in the U.K. and Sotheby's Hong Kong Limited, are jointly and severally liable for all obligations of the foreign borrowers under the Credit Agreements. In addition, the obligations of the borrowers under the Credit Agreements are guaranteed by certain of their subsidiaries. Sotheby's obligations under the Credit Agreements are secured by liens on all or substantially all of the personal property of the entities that are borrowers and guarantors under the Credit Agreements. The Credit Agreements contain certain customary affirmative and negative covenants including, but not limited to, limitations on capital expenditures, a $600 million limitation on net outstanding auction guarantees (i.e., auction guarantees less the impact of related risk and reward sharing arrangements), and limitations on the use of proceeds from borrowings under the Credit Agreements. However, the Credit Agreements do not limit dividend payments and Common Stock repurchases provided that, both before and after giving effect thereto: (i) there are no events of default, (ii) the aggregate available borrowing capacity equals or exceeds $100 million , and (iii) the Liquidity Amount, as defined in the Credit Agreements, equals or exceeds $200 million . The Credit Agreements also contain certain financial covenants, which are only applicable during certain defined compliance periods. These financial covenants were not applicable for the twelve month period ended June 30, 2015. Since August 2009, Sotheby’s has incurred aggregate fees of approximately $21.2 million in conjunction with the establishment of and subsequent amendments to its credit agreement with General Electric Capital Corporation. These fees are being amortized on a straight-line basis through the August 22, 2020 maturity date of the Credit Agreements. The following tables summarize information relevant to the Credit Agreements as of and for the periods ended June 30, 2015 , December 31, 2014, and June 30, 2014 (in thousands of dollars): As of and for the three and six months ended June 30, 2015 Agency Credit Agreement Finance Credit Agreement Total Maximum borrowing capacity (a) $ 300,000 $ 1,035,000 $ 1,335,000 Borrowing base $ 221,812 $ 622,849 $ 844,661 Borrowings outstanding $ — $ 593,000 $ 593,000 Available borrowing capacity (b) $ 221,812 $ 29,849 $ 251,661 Average Borrowings Outstanding: Three months ended June 30, 2015 $ — $ 538,868 $ 538,868 Six months ended June 30, 2015 $ — $ 506,052 $ 506,052 Borrowing Costs: Three months ended June 30, 2015 $ 751 $ 3,874 $ 4,625 Six months ended June 30, 2015 $ 1,457 $ 7,262 $ 8,719 As of and for the year ended December 31, 2014 Agency Credit Agreement Finance Credit Agreement Total Maximum borrowing capacity (a) $ 300,000 $ 550,000 $ 850,000 Borrowing base $ 237,830 $ 519,255 $ 757,085 Borrowings outstanding $ — $ 445,000 $ 445,000 Available borrowing capacity (b) $ 237,830 $ 74,255 $ 312,085 Average borrowings outstanding $ — $ 306,448 $ 306,448 Borrowing Costs $ 2,240 $ 8,740 $ 10,980 As of and for the three and six months ended June 30, 2014 Agency Credit Agreement Finance Credit Agreement Total Maximum borrowing capacity (a) $ 150,000 $ 450,000 $ 600,000 Borrowing base $ 61,647 $ 451,057 $ 512,704 Borrowings outstanding $ — $ 345,000 $ 345,000 Available borrowing capacity (b) $ 61,647 $ 105,000 $ 166,647 Average Borrowings Outstanding: Three months ended June 30, 2014 $ — $ 284,176 $ 284,176 Six months ended June 30, 2014 $ — $ 188,591 $ 188,591 Borrowing Costs: Three months ended June 30, 2014 $ 371 $ 2,024 $ 2,395 Six months ended June 30, 2014 $ 968 $ 2,734 $ 3,702 (a) In August 2014, the Credit Agreements were amended and restated to, among other things, increase the maximum borrowing capacity of the Credit Agreements from $600 million to $850 million . In June 2015, the Credit Agreements were amended to, among other things, increase the maximum borrowing capacity of the Credit Agreements from $850 million to approximately $1.335 billion . (b) The available borrowing capacity is calculated as the borrowing base less borrowings outstanding. For the three months ended June 30, 2015 and 2014 , borrowing costs related to the Finance Credit Agreement include interest of $3.7 million and $1.7 million , respectively, and fee amortization of $0.2 million and $0.3 million , respectively. For the six months ended June 30, 2015 and 2014 , borrowing costs related to the Finance Credit Agreement include interest of $6.8 million and $2.2 million , respectively, and fee amortization of $0.4 million and $0.5 million , respectively. For the year ended December 31, 2014, borrowing costs related to the Finance Credit Agreement include interest of $7.7 million and fee amortization of $1 million . Such borrowing costs are reflected in the Condensed Consolidated Income Statements as the Cost of Finance Revenues. The weighted average cost of borrowing related to the Finance Credit Agreement was approximately 2.9% for all periods presented. Borrowing costs related to the Agency Credit Agreement, which include interest and fee amortization, are reflected in the Condensed Consolidated Income Statements as Interest Expense. Long-Term Debt —As of June 30, 2015 , December 31, 2014 , and June 30, 2014 , Long-Term Debt consisted of the following (in thousands of dollars): June 30, December 31, June 30, York Property Mortgage, net of unamortized discount of $0, $1,782, and $3,564 $ 218,609 $ 218,728 $ 218,761 2022 Senior Notes 300,000 300,000 300,000 Less current portion: York Property Mortgage (6,542 ) (218,728 ) (3,730 ) Total Long-Term Debt, net $ 512,067 $ 300,000 $ 515,031 (See the captioned sections below for information related to the York Property Mortgage and the 2022 Senior Notes.) York Property Mortgage —On February 6, 2009, Sotheby's purchased the land and building located at 1334 York Avenue, New York, New York (the “York Property”) from RFR Holding Corp. (“RFR”) for a purchase price of $370 million . The York Property is home to Sotheby's sole North American auction salesroom and principal North American exhibition space, including S|2, Sotheby's private sale exhibition gallery. The York Property is also home to the U.S. operations of the Finance segment, as well as Sotheby's corporate offices. Sotheby's financed the $370 million purchase price through an initial $50 million cash payment made in conjunction with the signing of the related purchase and sale agreement on January 11, 2008, an $85 million cash payment made when the purchase was consummated on February 6, 2009, and the assumption of a $235 million mortgage that carried an initial annual rate of interest of approximately 5.6% (the "York Property Mortgage"). The York Property Mortgage was due to mature on July 1, 2035, but had an optional pre-payment date of July 1, 2015, after which the annual rate of interest was scheduled to increase to 10.6% . As of June 30, 2015 , the carrying value and fair value of York Property Mortgage was approximately $218.6 million . On July 1, 2015, Sotheby's entered into a seven -year, $325 million mortgage loan (the "New Mortgage") to refinance the York Property Mortgage. After the repayment of the York Property Mortgage and the funding of all closing costs, reserves, and expenses, Sotheby's received net cash proceeds of approximately $98 million . The interest rate for the New Mortgage is the one -month LIBOR rate (the "LIBOR rate") plus a spread of 2.25% . The New Mortgage amortizes based on a 25 -year mortgage-style amortization schedule. In connection with the New Mortgage, Sotheby's entered into interest rate protection agreements secured by the York Property, consisting of a two -year swap and a five -year collar, both of which have a notional amount equal to the applicable principal balance of the New Mortgage and have an identical amortization schedule. These interest rate protection agreements effectively hedge the LIBOR rate on the entire outstanding principal balance of the New Mortgage at a rate equal to 0.877% per annum for the first two years and no more than 3.75% per annum for the remainder of the seven -year term. Therefore, after taking into account the interest rate protection agreements, the interest rate for the first two years of the New Mortgage will be approximately 3.13% per annum and no more than 6% per annum for the remainder of the seven-year term. The loan agreement governing the New Mortgage contains the following financial covenants, which are subject to additional terms and conditions as provided in the underlying loan agreement: • As of July 1, 2020, the LTV ratio may not exceed 65% (the “Maximum LTV”) based on the then-outstanding principal balance of the New Mortgage. If the LTV ratio exceeds the Maximum LTV, Sotheby's may, at its option, post cash or a letter of credit or pay down the New Mortgage without any prepayment penalty or premium, in an amount that will cause the LTV ratio not to exceed the Maximum LTV. • At all times during the term of the New Mortgage, the Debt Yield (as defined in the loan agreement governing the New Mortgage) will not be less than 8.5% (the “Minimum Debt Yield”). If the Debt Yield falls below the Minimum Debt Yield, Sotheby's has the option to post cash or a letter of credit or prepay the New Mortgage without any prepayment penalty or premium, in an amount that will cause the Debt Yield to exceed the Minimum Debt Yield. • If Sotheby’s corporate credit rating from Standard & Poor’s Rating Services is downgraded to “BB-”, Sotheby's must establish a cash management account (the "Cash Management Account") under the control of the lender, whereby any excess cash remaining after the monthly payment of debt service, insurance, and taxes would remain in the account. If the rating is downgraded to “B+” or “B”, Sotheby's must deposit a certain amount of debt service into the Cash Management Account. If the rating is downgraded to lower than “B”, Sotheby's must make principal payments on the New Mortgage such that the LTV ratio does not exceed 65% . • At all times during the term of the New Mortgage, Sotheby’s will, subject to a cure period, maintain a net worth of at least $425 million . If, however, Sotheby's fails to maintain the required minimum net worth, it will have 60 days to cure such default. As a result of the refinancing of the York Property Mortgage, $212.7 million of its $218.6 million carrying value as of June 30, 2015 is classified within Long-Term Debt on Sotheby's Condensed Consolidated Balance Sheets. The $6.5 million recorded within current liabilities represents the principal payments due on the New Mortgage within one year from the June 30, 2015 balance sheet date. The York Property and the related mortgage are held by 1334 York, LLC, a separate legal entity of Sotheby's that maintains its own books and records and whose results are ultimately consolidated into Sotheby's financial statements. The assets of 1334 York, LLC are not available to satisfy the obligations of other Sotheby's affiliates or any other entity. 2022 Senior Notes —On September 27, 2012, Sotheby's issued $300 million aggregate principal amount of 5.25% Senior Notes, due October 1, 2022 (the "2022 Senior Notes"). The 2022 Senior Notes were offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Holders of the 2022 Senior Notes do not have registration rights, and the 2022 Senior Notes have not been and will not be registered under the Securities Act. The net proceeds from the issuance of the 2022 Senior Notes were approximately $293.7 million , after deducting fees paid to the initial purchasers, and were principally used to retire previously outstanding debt. The 2022 Senior Notes are guaranteed, jointly and severally, on a senior unsecured basis by certain of Sotheby's existing and future domestic subsidiaries to the extent and on the same basis that such subsidiaries guarantee borrowings under the Credit Agreements. Interest on the 2022 Senior Notes is payable semi-annually in cash on April 1 and October 1 of each year. The 2022 Senior Notes are redeemable by Sotheby's, in whole or in part, on or after October 1, 2017, at specified redemption prices set forth in the underlying indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2017, the 2022 Senior Notes are redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a premium equal to the greater of 1% of the principal amount of the 2022 Senior Notes and a make-whole premium (as defined in the underlying indenture). In addition, at any time prior to October 1, 2015, Sotheby's may redeem up to 35% of the aggregate principal amount of the 2022 Senior Notes with the net cash proceeds of certain equity offerings at the redemption price of 105.25% plus accrued and unpaid interest. The 2022 Senior Notes are not callable by holders unless Sotheby's is in default under the terms of the underlying indenture. As of June 30, 2015 , the $300 million principal amount of 2022 Senior Notes had a fair value of approximately $294 million based on a broker quoted price derived via a pricing model using observable and unobservable inputs. As such, this fair value measurement is considered to be a Level 3 fair value measurement in the fair value hierarchy as per Accounting Standards Codification 820, Fair Value Measurements ("ASC 820"). Future Principal and Interest Payments —The aggregate future payments due under the York Property Mortgage and the 2022 Senior Notes during the five-year period after the June 30, 2015 balance sheet date are as follows (in thousands of dollars): July 2015 to June 2016 $ 28,586 July 2016 to June 2017 $ 29,867 July 2017 to June 2018 $ 32,084 July 2018 to June 2019 $ 32,110 July 2019 to June 2020 $ 32,120 Interest Expense —For the three and six months ended June 30, 2015 and 2014 , Interest Expense consisted of the following (in thousands of dollars): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Agency Credit Agreement: Amortization of amendment and arrangement fees $ 314 $ 181 $ 629 $ 505 Commitment fees 437 190 828 463 Sub-total 751 371 1,457 968 York Property Mortgage 4,064 4,115 8,075 8,175 2022 Senior Notes 4,098 4,098 8,196 8,196 Other interest expense 161 184 7 212 Total Interest Expense $ 9,074 $ 8,768 $ 17,735 $ 17,551 In the table above, Interest Expense related to the York Property Mortgage and the 2022 Senior Notes includes the amortization of debt issuance costs and, when applicable, the amortization of discount. |