Debt | Debt Revolving Credit Facilities —We are party to a credit agreement with an international syndicate of lenders, which provides for 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 working capital and other general corporate needs, 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 October 2, 2017, we reduced the borrowing capacity of the SFS Credit Facility by $235 million . This reduction, which was entirely at our option and as part of our ongoing capital allocation process, was execute d in order to reduce facility fees for unused borrowing capacity. 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 (see Note 1), 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 on a percentage of the carrying value of certain SFS loans (see Note 4) and the fair value of certain our trademarks. The obligations under the Credit Agreement 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 , limitations on indebtedness and limitations on the use of proceeds from borrowings under the Credit Agreements. The Credit Agreements also contain a $600 million limitation on net outstanding auction guarantees (i.e., auction guarantees less the impact of related risk and reward sharing arrangements). 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 December 31, 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 December 31, 2017 , $5.4 million of such unamortized fees are included within Other Long-Term Assets on our Consolidated Balance Sheets. The following tables summarize information related to the Credit Agreement as of and for the years ended December 31, 2017 , 2016 , and 2015 (in thousands of dollars): As of and for the year ended December 31, 2017 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity $ 300,000 $ 800,000 $ 1,100,000 Borrowing base $ 148,299 $ 457,628 $ 605,927 Borrowings outstanding $ — $ 196,500 $ 196,500 Available borrowing capacity (a) $ 148,299 $ 261,128 $ 409,427 Average borrowings outstanding $ — $ 479,367 $ 479,367 Borrowing Costs: Interest $ — (b) $ 15,964 (c) $ 15,964 Fees 2,740 (b) 3,348 (c) 6,088 Total $ 2,740 $ 19,312 $ 22,052 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 (a) $ 165,443 $ 4,021 $ 169,464 Average borrowings outstanding $ — $ 534,433 $ 534,433 Borrowing Costs: Interest $ — (b) $ 14,819 (c) $ 14,819 Fees 2,712 (b) 2,919 (c) 5,631 Total $ 2,712 $ 17,738 $ 20,450 As of and for the year ended December 31, 2015 Agency Credit Facility SFS Credit Facility Total Maximum borrowing capacity $ 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 (a) $ 225,642 $ 6,086 $ 231,728 Average borrowings outstanding $ — $ 541,004 $ 541,004 Borrowing Costs: Interest $ — (b) $ 14,060 (c) $ 14,060 Fees 2,752 (b) 1,720 (c) 4,472 Total $ 2,752 $ 15,780 $ 18,532 Legend: (a) The available borrowing capacity is calculated as the borrowing base less borrowings outstanding. (b) Borrowing costs related to the Agency Credit Facility, which include interest and fees, are reflected in our Consolidated Income Statements as Interest Expense. (c) Borrowing costs related to the SFS Credit Facility are reflected in our Consolidated Income Statements within Cost of Finance Revenues. For the years ended December 31, 2017 , 2016 , and 2015 , the weighted average cost of borrowings related to the SFS Credit Facility was approximately 4.0% , 3.3% , and 2.9% , respectively. For the year ended December 31, 2017, the 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. Long-Term Debt —As of December 31, 2017 and 2016 , Long-Term Debt consisted of the following (in thousands of dollars): December 31, 2017 2016 York Property Mortgage, net of unamortized debt issuance costs of $4,545 and $5,555 $ 270,556 $ 309,212 2022 Senior Notes, net of unamortized debt issuance costs of $2,998 and $3,642 297,002 296,358 2025 Senior Notes, net of unamortized debt issuance costs of $5,623 and $0 394,377 — Less current portion: York Property Mortgage, net of unamortized debt issuance costs of $1,010 and $1,010 (11,930 ) (6,629 ) 2022 Senior Notes, net of unamortized debt issuance costs of $2,998 and $0 (297,002 ) — Total Long-Term Debt, net $ 653,003 $ 598,941 See the captioned sections below for information related to the York Property Mortgage and our senior unsecured debt, including the 2022 Senior Notes and the 2025 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. 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 common stock repurchases. As of December 31, 2017 , Sotheby's net worth was $616.9 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 funded exclusively with any cash accumulated in a restricted cash management account (see below) 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 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 10 for additional information related to these 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 our 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, 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. 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 December 31, 2017 and 2016, the Cash Management Account had a balance of $3.1 million and $4.6 million , respectively, which is reflected within Restricted Cash on our Consolidated Balance Sheets. • At all times during the term of the York Property Mortgage, we are required to maintain a net worth of at least $325 million , subject to a cure period. As of December 31, 2017 , the fair value of the York Property Mortgage approximates its book value due to the variable interest rate associated with the mortgage. This 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"). Senior Unsecured Debt —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. As of December 31, 2017 , the $300 million principal amount of 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. On December 12, 2017, we issued $400 million aggregate principal amount of 4.875% Senior Notes due on December 15, 2025 (the “2025 Senior Notes”). The net proceeds from the sale of the 2025 Senior Notes were approximately $395.5 million , after deducting fees paid to the initial purchasers, of which $312.3 million was irrevocably deposited with a trustee for the benefit of the holders of the 2022 Senior Notes, which were redeemed using these funds on January 11, 2018, as discussed below. The $312.3 million deposited with the trustee is classified within Restricted Cash on our Consolidated Balance Sheets as of December 31, 2017. The remaining net proceeds from the issuance of the 2025 Senior Notes are being used for general corporate purposes, including current reductions to revolving credit facility borrowings. Interest on the 2025 Senior Notes is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2018. The 2025 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 2025 Senior Notes do not have registration rights, and the 2025 Senior Notes have not been and will not be registered under the Securities Act. The 2025 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. The 2025 Senior Notes will be redeemable, in whole or in part, on or after December 15, 2020, at specified redemption prices set forth in the underlying indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to December 15, 2020, the 2025 Senior Notes are redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium (as defined in the underlying indenture). In addition, at any time prior to December 15, 2020, we may redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes with the net cash proceeds of certain equity offerings at the redemption price of 104.875% plus accrued and unpaid interest. If Sotheby's experiences a Change of Control (as defined in the underlying indenture), we must offer to repurchase all of the 2025 Senior Notes then outstanding at 101% of the aggregate principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest. The underlying indenture for the 2025 Senior Notes also contains covenants that limit, among other things, our ability to grant liens on our assets; enter into sale and leaseback transactions; and merge, consolidate or transfer or dispose of substantially all of our assets. The above covenants are subject to a number of exceptions and qualifications set forth in the underlying indenture. As of December 31, 2017 , the $400 million principal amount of the 2025 Senior Notes had a fair value of approximately $392.5 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. On January 11, 2018, we redeemed the 2022 Senior Notes for a redemption price of $312.3 million , including the $300 million principal amount plus $4.4 million of accrued interest and a call premium of $7.9 million . As a result of the redemption of the 2022 Senior Notes, we will write-off $3 million of related unamortized debt issuance costs, which, when combined with the $7.9 million call premium, will result in a total loss on the extinguishment of $10.9 million , which will be recognized in the first quarter of 2018. Future Payments Due Under Outstanding Debt —The aggregate future principal, interest, and debt settlement payments, including the $7.9 million call premium owed on the 2022 Senior Notes, due during the five year period after December 31, 2017 are as follows (in thousands of dollars): Year Amount 2018 $ 356,264 2019 $ 42,530 2020 $ 238,963 2021 $ 42,931 2022 $ 247,131 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 payments in reference to available forecasts of LIBOR rates for the future periods through maturity. Interest Paid —The table below summarizes interest paid by segment for the years ended December 31, 2017 , 2016 , and 2015 (in thousands of dollars): 2017 2016 2015 Agency $ 33,745 $ 27,793 $ 35,948 SFS 18,062 16,709 17,513 Total $ 51,807 $ 44,502 $ 53,461 Agency segment interest paid primarily relates to the York Property Mortgage, our long-term debt securities, and revolving credit facility fees. SFS interest paid includes interest payments related to the SFS Credit Facility borrowings, including facility fees. In 2017, 2016, and 2015, interest paid includes debt issuance costs of $5.7 million , $0.3 million , and $9.6 million , respectively, which are amortized to Interest Expense in our Consolidated Income Statements. |