Debt | Debt Revolving Credit Facilities —We are party 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"). The maturity date of the Credit Agreement is August 22, 2020. The Agency Credit Facility and the SFS Credit Facility are asset-based revolving credit facilities which may be used primarily for the working capital and other general corporate needs of each segment, including for the funding of SFS loans. The Credit Agreement allows the proceeds from borrowings under each of the revolving credit facilities to be transferred between the Agency segment and SFS. On September 27, 2017, we provided notice to our lenders to reduce the borrowing capacity of the SFS Credit Facility by $235 million , effective October 2, 2017. This reduction, which was entirely at our option and part of an ongoing commitment to allocate capital wisely, was executed in order to reduce facility fees for borrowing capacity that cannot be used due to secured debt limits under our $300 million 5.25% Senior Notes. Taking into account this reduction, the maximum aggregate borrowing capacity of the Credit Agreement, which is subject to a borrowing base, is $1.1 billion , with $300 million committed to the Agency segment and $800 million committed to SFS. 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"). On July 25, 2017, the maturity date of the Incremental Facility was extended by one year to August 22, 2018, in accordance with the terms of the Credit Agreement. This maturity date 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 $320 million for foreign currency borrowings, with up to $50 million available for foreign currency borrowings under the Agency Credit Facility and up to $270 million available for foreign currency borrowings under the SFS Credit Facility. The Credit Agreement also includes an accordion feature, which allows us to seek an increase to the 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 us to seek an increase to the aggregate commitments of the Credit Agreement 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 4 ), 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 4 ), and the fair value of certain of our trademarks. The borrowing base under the Incremental Facility is determined by a calculation that is based on a percentage of the carrying values of certain inventory and the fair value of certain of our trademarks. The borrowing base under the SFS Credit Facility is determined by a calculation that is primarily based upon a percentage of the carrying value of certain SFS loans (see Note 4 ) and the fair value of certain of our 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. Our 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 September 30, 2017 . Since August 2009, we have incurred aggregate fees of approximately $21.8 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. As of September 30, 2017 , $5.6 million of such unamortized fees are included within Other Long-Term Assets on our Condensed Consolidated Balance Sheets. The following tables summarize information related to the Credit Agreement as of and for the periods ended September 30, 2017 , December 31, 2016 , and September 30, 2016 (in thousands of dollars): As of and for the three and nine months ended September 30, 2017 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity (a) $ 300,000 $ 1,035,000 (a) $ 1,335,000 (a) Borrowing base $ 134,936 $ 503,132 $ 638,068 Borrowings outstanding $ — $ 434,000 $ 434,000 Available borrowing capacity (a) (b) $ 134,936 $ 69,132 $ 204,068 Average Borrowings Outstanding: Three months ended September 30, 2017 $ — $ 508,342 $ 508,342 Nine months ended September 30, 2017 $ — $ 537,374 $ 537,374 Borrowing Costs - Three Months Ended September 30, 2017: Interest $ — (c) $ 4,746 (d) $ 4,746 Fees 777 (c) 1,308 (d) 2,085 Total $ 777 $ 6,054 $ 6,831 Borrowing Costs - Nine Months Ended September 30, 2017: Interest $ — (c) $ 13,471 (d) $ 13,471 Fees 2,141 (c) 2,698 (d) 4,839 Total $ 2,141 $ 16,169 $ 18,310 As of and for the year ended December 31, 2016 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity $ 300,000 $ 1,035,000 $ 1,335,000 Borrowing base $ 165,443 $ 569,021 $ 734,464 Borrowings outstanding $ — $ 565,000 $ 565,000 Available borrowing capacity (b) $ 165,443 $ 4,021 $ 169,464 Average borrowings outstanding $ — $ 534,433 $ 534,433 As of and for the three and nine months ended September 30, 2016 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity $ 300,000 $ 1,035,000 $ 1,335,000 Borrowing base $ 174,548 $ 554,969 $ 729,517 Borrowings outstanding $ — $ 553,000 $ 553,000 Available borrowing capacity (b) $ 174,548 $ 1,969 $ 176,517 Average Borrowings Outstanding: Three months ended September 30, 2016 $ — $ 523,397 $ 523,397 Nine months ended September 30, 2016 $ — $ 527,204 $ 527,204 Borrowing Costs - Three Months Ended September 30, 2016: Interest $ — (c) $ 3,694 (d) $ 3,694 Fees 640 (c) 739 (d) 1,379 Total $ 640 $ 4,433 $ 5,073 Borrowing Costs - Nine Months Ended September 30, 2016: Interest $ — (c) $ 10,824 (d) $ 10,824 Fees 2,028 (c) 2,156 (d) 4,184 Total $ 2,028 $ 12,980 $ 15,008 (a) As discussed above, on September 27, 2017, we provided notice to our lenders to reduce the borrowing capacity of the SFS Credit Facility by $235 million , effective October 2, 2017. (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 fees, are reflected in our Condensed Consolidated Statements of Operations as Interest Expense. (d) Borrowing costs related to the SFS Credit Facility are reflected in our Condensed Consolidated Statements of Operations within Cost of Finance Revenues. For the three and nine months ended September 30, 2017 , the weighted average cost of borrowings related to the SFS Credit Facility was approximately 4.8% and 4.0% , respectively. For the three and nine months ended September 30, 2017 , Cost of Finance Revenues includes a charge of $0.7 million associated with the reduction in the borrowing capacity of the SFS Credit Facility discussed above. Excluding this charge, the weighted average cost of borrowings related to the SFS Credit Facility was approximately 4.2% and 3.8% for the three and nine months ended September 30, 2017, respectively. For the three and nine months ended September 30, 2016, the weighted average cost of borrowings related to the SFS Credit Facility was approximately 3.4% and 3.3% , respectively. Long-Term Debt —As of September 30, 2017 , December 31, 2016 , and September 30, 2016 , Long-Term Debt consisted of the following (in thousands of dollars): September 30, December 31, September 30, York Property Mortgage, net of unamortized debt issuance costs of $4,797, $5,555, and $5,808 $ 272,261 $ 309,212 $ 310,834 2022 Senior Notes, net of unamortized debt issuance costs of $3,159, $3,642, and $3,803 296,841 296,358 296,197 Less current portion: York Property Mortgage, net of unamortized debt issuance costs of $1,010, $1,010, and $1,010 (11,912 ) (6,629 ) (6,546 ) Total Long-Term Debt, net $ 557,190 $ 598,941 $ 600,485 See the captioned sections below for information related to the York Property Mortgage and the 2022 Senior Notes. York Property Mortgage —The York Property, located at 1334 York Avenue, New York, New York, is home to our sole North American auction salesroom and principal North American exhibition space, including S|2, our private sale exhibition gallery. The York Property is also home to the U.S. operations of SFS, as well as our corporate offices. Upon our acquisition of the York Property in February 2009, we assumed 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, we 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, we 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 its seven -year term. On June 21, 2017, the York Property Mortgage was amended to reduce the minimum net worth that Sotheby's is required to maintain from $425 million to $325 million in order to provide continued flexibility regarding potential future share repurchases. As of September 30, 2017, Sotheby's net worth was $520 million . In conjunction with this amendment, on July 3, 2017, we made a prepayment of $32 million to reduce the outstanding principal balance of the York Property Mortgage, and agreed to make annual prepayments beginning in July 2018 and continuing through July 2021 that are not to exceed $25 million in the aggregate during that period. The $32 million principal payment made on July 3, 2017 was funded with $25 million from existing cash balances and $7 million from a restricted cash management account associated with the York Property Mortgage. Any prepayments made during the period July 2018 to July 2021 will also be funded exclusively from the restricted cash management account. See below for information related to the cash management account associated with the York Property Mortgage. In connection with the York Property Mortgage, we 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. See Note 8 for information related to these interest 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 our Condensed Consolidated 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 our other 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 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 ("S&P") 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 potential 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, our 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 monthly debt service, insurance, and taxes as security. On July 3, 2017, $7 million from the Cash Management Account was used to fund a portion of the $32 million principal prepayment of the York Property Mortgage discussed above. As of September 30, 2017 , December 31, 2016 , and September 30, 2016 , the Cash Management Account had a balance of $1.8 million , $4.6 million , and $3.6 million , respectively, which is reflected within Restricted Cash on our Condensed Consolidated Balance Sheets. • Sotheby's is required to maintain a net worth of at least $325 million , subject to a cure period. As of September 30, 2017 , the fair value of the York Property Mortgage approximated 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 ASC 820, Fair Value Measurements . 2022 Senior Notes —On September 27, 2012, we issued $300 million aggregate principal amount of 5.25% Senior Notes, due October 1, 2022 (the "2022 Senior Notes"). The net proceeds from the issuance of the 2022 Senior Notes were approximately $294.6 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 our existing and future domestic subsidiaries to the extent and on the same basis that such subsidiaries guarantee borrowings under the Credit Agreement. Interest on the 2022 Senior Notes is payable semi-annually in cash on April 1 and October 1 of each year. As of September 30, 2017 , the $300 million principal amount of the 2022 Senior Notes had a fair value of approximately $307.5 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 Credit Agreement, the York Property Mortgage, and the 2022 Senior Notes during the five-year period after September 30, 2017 are as follows (in thousands of dollars): Period Amount October 2017 to September 2018 $ 38,233 October 2018 to September 2019 $ 37,494 October 2019 to September 2020 $ 471,953 October 2020 to September 2021 $ 38,567 October 2021 to September 2022 $ 244,850 The table above assumes that the annual interest rate for the York Property Mortgage will be at the interest rate collar's floor rate of 4.167% for the remainder of the mortgage term and projects principal prepayments in reference to available forecasts of LIBOR rates for the future periods through maturity. |