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 which provides for separate dedicated revolving credit facilities for the Agency segment (the "Agency Credit Facility") and SFS (the "SFS Credit Facility") (the "Credit Agreement"). On June 15, 2015, the Credit Agreement was amended to increase the commitments under the SFS Credit Facility in order to support the lending activities of SFS and to extend the maturity date of the Credit Agreement by one year to August 22, 2020. The Agency Credit Facility is an asset-based revolving credit facility of which the proceeds may be used primarily for the working capital and other general corporate needs of the Agency segment. The SFS Credit Facility is an asset-based revolving credit facility of which the proceeds may be used primarily for the working capital and other general corporate needs of SFS, including the funding of client loans. The Credit Agreement allows Sotheby's to transfer the proceeds of borrowings under each of the revolving credit facilities between the Agency segment and SFS. The maximum aggregate borrowing capacity of the Credit Agreement, 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 SFS, including a $485 million increase that was secured for SFS in conjunction with the June 2015 amendment. The borrowing capacity of the Agency Credit Facility includes a $50 million incremental revolving credit facility with higher advance rates against certain assets and higher commitment and borrowing costs (the "Incremental Facility"). 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. The Credit Agreement has 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 Facility and up to $350 million available for foreign borrowings under the SFS Credit Facility. The Credit Agreement also includes an accordion feature, which allows Sotheby’s to seek an increase to the combined borrowing capacity of the Credit Agreement 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 SFS credit facilities under an expedited arrangement process. The borrowing base under the Agency Credit Facility is determined by a calculation that is primarily based upon a percentage of the carrying values of certain auction guarantee advances (see Note 5), 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 (see Note 5), 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 borrowing base under the SFS Credit Facility is determined by a calculation that is primarily based upon a percentage of the carrying values of certain loans in the SFS loan portfolio 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 Agreement 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 Agreement. In addition, the obligations of the borrowers under the Credit Agreement are guaranteed by certain of their subsidiaries. Sotheby's obligations under the Credit Agreement are secured by liens on all or substantially all of the personal property of the entities that are borrowers and guarantors under the Credit Agreement. The Credit Agreement contains 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 Agreement. The Credit Agreement does 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 Agreement, equals or exceeds $200 million . The Credit Agreement also contains certain financial covenants, which are only applicable during certain defined compliance periods. These financial covenants were not applicable for the twelve month period ended March 31, 2016 . Since August 2009, Sotheby’s has incurred aggregate fees of approximately $21.4 million in conjunction with the establishment of and subsequent amendments to the Credit Agreement. These fees are being amortized on a straight-line basis through the August 22, 2020 maturity date of the Credit Agreement. The following tables summarize information relevant to the Credit Agreement as of and for the periods ended March 31, 2016 , December 31, 2015, and March 31, 2015 (in thousands of dollars): As of and for the three months ended March 31, 2016 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity (a) $ 300,000 $ 1,035,000 $ 1,335,000 Borrowing base $ 225,378 $ 529,920 $ 755,298 Borrowings outstanding $ — $ 521,000 $ 521,000 Available borrowing capacity (b) $ 225,378 $ 8,920 $ 234,298 Average borrowings outstanding $ — $ 539,714 $ 539,714 Borrowing costs - interest $ — (c) $ 3,673 (d) $ 3,673 Borrowing costs - fee amortization $ 673 (c) $ 721 (d) $ 1,394 As of and for the year ended December 31, 2015 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity (a) $ 300,000 $ 1,035,000 $ 1,335,000 Borrowing base $ 225,642 $ 547,586 $ 773,228 Borrowings outstanding $ — $ 541,500 $ 541,500 Available borrowing capacity (b) $ 225,642 $ 6,086 $ 231,728 Average borrowings outstanding $ — $ 541,004 $ 541,004 Borrowing costs - interest $ — (c) $ 14,060 (d) $ 14,060 Borrowing costs - fee amortization $ 2,752 (c) $ 1,720 (d) $ 4,472 As of and for the three months ended March 31, 2015 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity (a) $ 300,000 $ 550,000 $ 850,000 Borrowing base $ 280,107 $ 550,000 $ 830,107 Borrowings outstanding $ — $ 501,500 $ 501,500 Available borrowing capacity (b) $ 280,107 $ 48,500 $ 328,607 Average borrowings outstanding $ — $ 472,872 $ 472,872 Borrowing costs - interest $ — (c) $ 3,167 (d) $ 3,167 Borrowing costs - fee amortization $ 706 (c) $ 221 (d) $ 927 Legend: (a) In June 2015, the Credit Agreements were amended to, among other things, increase their maximum aggregate borrowing capacity from $850 million to approximately $1.335 billion . (b) The available borrowing capacity is calculated as the borrowing base less borrowings outstanding. (c) Borrowing costs related to the Agency Credit Facility, which include interest and fee amortization, are reflected in the Condensed Consolidated Statements of Operations as Interest Expense. See the table below for additional information related to Interest Expense associated with the Agency Credit Facility. (d) Borrowing costs related to the SFS Credit Facility are reflected in the Condensed Consolidated Statements of Operations within Cost of Finance Revenues. For the three months ended March 31, 2016, the year ended December 31, 2015, and the three months ended March 31, 2015, the weighted average cost of borrowings related to the SFS Credit Facility was approximately 3.3% , 2.9% , and 2.9% , respectively. Long-Term Debt —As of March 31, 2016 , December 31, 2015 , and March 31, 2015 , Long-Term Debt consisted of the following (in thousands of dollars): March 31, December 31, March 31, York Property Mortgage, net of unamortized debt discount and issuance costs of $6,313, $6,565, and $979 $ 313,942 $ 315,504 $ 218,554 2022 Senior Notes, net of unamortized debt issuance costs of $4,124, $4,251, and $4,676 295,876 295,749 295,324 Less current portion: York Property Mortgage, net of unamortized discount and debt issuance costs of $1,010, $1,010, and $979 (6,409 ) (6,292 ) (218,554 ) Total Long-Term Debt, net $ 603,409 $ 604,961 $ 295,324 On January 1, 2016, Sotheby's retrospectively adopted ASU 2015-03, which requires unamortized debt issuance costs to be included as a direct deduction from the related debt liability on the balance sheet. Under previous guidance, all unamortized debt issuance costs were reported as assets on the balance sheet. See Note 1 for information on the impact of the retrospective adoption of ASU 2015-03. 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 SFS, 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 "Original York Property Mortgage"). The Original 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% . On July 1, 2015, Sotheby's entered into a seven -year, $325 million mortgage loan (the "York Property Mortgage") to refinance the Original York Property Mortgage. After the repayment of the Original York Property Mortgage and the funding of all closing costs, reserves, and expenses, Sotheby's received net cash proceeds of approximately $98 million . The York Property Mortgage bears interest based on the one -month LIBOR rate (the "LIBOR rate") plus a spread of 2.25% and is being amortized based on a 25 -year mortgage-style amortization schedule over the seven-year term of the mortgage, with the remaining principal balance of $268.2 million due to be paid on the July 1, 2022 maturity date. In connection with the York Property Mortgage, Sotheby's entered into interest rate protection agreements secured by the York Property, consisting of a two -year interest rate swap effective as of July 1, 2015 and a five -year interest rate collar effective as of July 1, 2017. Both instruments have a notional amount equal to the applicable principal balance of the York Property Mortgage and have an identical amortization schedule to that of the mortgage. These interest rate protection agreements effectively hedge the LIBOR rate on the entire outstanding principal balance of the York Property Mortgage at an annual rate equal to 0.877% for the first two years, and then at an annual rate of no less than 1.917% , but no more than 3.75% , for the remainder of the seven -year term. After taking into account the interest rate protection agreements, the annual interest rate for the first two years of the York Property Mortgage will be approximately 3.127% and then will be between a floor of 4.167% and a cap of 6% for the remainder of the seven-year term. See Note 17 for additional information related to the interest rate protection agreements. The York Property, the York Property Mortgage, and the related interest rate protection agreements are held by 1334 York, LLC (the "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 LLC is the sole owner and lessor of the York Property. The LLC presently leases the York Property to Sotheby's, Inc., which is also controlled by Sotheby's. The assets of the LLC are not available to satisfy the obligations of other Sotheby's affiliates or any other entity. The loan agreement governing the York Property 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 loan to value ("LTV") ratio (i.e., the principal balance of the York Property Mortgage divided by the appraised value of the York Property) may not exceed 65% (the "Maximum LTV") based on the then-outstanding principal balance of the York Property Mortgage. If the LTV ratio exceeds the Maximum LTV, the LLC may, at its option, post cash or a letter of credit or pay down the York Property 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 York Property Mortgage, the Debt Yield will not be less than 8.5% (the "Minimum Debt Yield"). The Debt Yield is calculated by dividing the annual net operating income of the LLC, which primarily consists of lease income from Sotheby's, Inc. (calculated on a cash basis), by the outstanding principal balance of the York Property Mortgage. If the Debt Yield falls below the Minimum Debt Yield, the LLC has the option to post cash or a letter of credit or prepay the York Property 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-", the lender may require that the LLC establish cash management accounts (the "Cash Management Accounts") under the lender's control for the monthly debt service, insurance, and tax payments. If the rating is downgraded to "B+" or "B", the lender may require the LLC to deposit a certain amount of debt service into the Cash Management Accounts (approximately 6 and 12 months of debt service, respectively). If the rating is downgraded to lower than "B", the LLC must make principal payments on the mortgage such that the LTV ratio does not exceed 65% . On February 9, 2016, Sotheby's corporate credit rating from S&P was downgraded to "BB-" from "BB". As a result, a Cash Management Account was established under the control of the lender for monthly debt service, insurance, and tax payments. The lender will retain any excess cash after debt service, insurance, and taxes as security (estimated to be $6 million annually). As of March 31, 2016, the Cash Management Account had a balance of $0.6 million , which is reflected within Restricted Cash on the Condensed Consolidated Balance Sheets. • At all times during the term of the York Property Mortgage, Sotheby’s is required to maintain a net worth of at least $425 million , subject to a cure period. As of March 31, 2016 , the fair value of the York Property Mortgage approximates its book value due to the variable interest rate associated with the mortgage. The fair value measurement is considered to be a Level 2 fair value measurement in the fair value hierarchy as per Accounting Standards Codification 820, Fair Value Measurements ("ASC 820"). 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 under 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 $300 million , after deducting fees paid to the initial purchasers, and were principally used to retire $80 million of unsecured debt that was due in June 2015 and $182 million of convertible debt that was due in June 2013. 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 New Credit Agreement. 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). The 2022 Senior Notes are not callable by holders unless Sotheby's is in default under the terms of the underlying indenture. As of March 31, 2016 , the $300 million principal amount of the 2022 Senior Notes had a fair value of approximately $269.3 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 ASC 820. Future Principal and Interest Payments —The aggregate future principal and interest payments due under the York Property Mortgage, the 2022 Senior Notes, and Sotheby's credit revolving facility during the five-year period after the March 31, 2016 balance sheet date are as follows (in thousands of dollars): Period Amount April 2016 to March 2017 $ 33,218 April 2017 to March 2018 $ 35,747 April 2018 to March 2019 $ 36,590 April 2019 to March 2020 $ 36,600 April 2020 to March 2021 $ 557,612 In consideration of the interest rate protection agreements relating to the York Property Mortgage, the table above assumes that the annual interest rate for the first two years of the mortgage will be approximately 3.127% , and then will be at the interest rate collar's floor rate of 4.167% for the remainder of the seven-year term. Interest Expense —For the three months ended March 31, 2016 and 2015 , Interest Expense consisted of the following (in thousands of dollars): Three Months Ended March 31, 2016 2015 Agency Credit Facility: Amendment and arrangement fees $ 278 $ 315 Commitment fees 395 391 Sub-total 673 706 York Property Mortgage 2,788 4,011 2022 Senior Notes 4,098 4,098 Other interest expense (13 ) (154 ) Total Interest Expense $ 7,546 $ 8,661 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. Borrowing costs related to the SFS Credit Facility are reflected within Cost of Finance Revenues in the Condensed Consolidated Statements of Operations. |