LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2015 |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS |
Summary |
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| March 31, 2015 | | | December 31, 2014 | | | | | | | | | |
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Senior debt | $ | 841,918 | | | $ | 867,367 | | | | | | | | | |
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Other credit facilities and capital leases | 6,197 | | | 6,732 | | | | | | | | | |
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Total long-term debt and other financing arrangements | 848,115 | | | 874,099 | | | | | | | | | |
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Less: current maturities | (255,569 | ) | | (252,859 | ) | | | | | | | | |
Total non-current long-term debt and other financing arrangements | $ | 592,546 | | | $ | 621,240 | | | | | | | | | |
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Overview |
Total senior debt and credit facilities comprised the following at March 31, 2015: |
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| Principal Amount of Liability Component | | | Unamortized Discount | | | Net Carrying Amount | | | Equity Component | |
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2015 Convertible Notes | $ | 261,034 | | | $ | (6,659 | ) | | $ | 254,375 | | | $ | 11,907 | |
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2017 PIK Notes (1) | 434,834 | | | (163,669 | ) | | 271,165 | | | 178,626 | |
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2017 Term Loan (2) (3) | 33,051 | | | (12,055 | ) | | 20,996 | | | 13,199 | |
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2017 Revolving Credit Facility (3) | 25,548 | | | — | | | 25,548 | | | 50,596 | |
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2017 Euro Term Loan | 269,834 | | | — | | | 269,834 | | | — | |
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| 1,024,301 | | | (182,383 | ) | | 841,918 | | | |
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Other credit facilities (4) | 2,997 | | | (255 | ) | | 2,742 | | | — | |
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Total senior debt and credit facilities | $ | 1,027,298 | | | $ | (182,638 | ) | | $ | 844,660 | | | |
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-1 | The principal amount presented represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The equity component above represents the fair value ascribed to the Unit Warrants (as described in Note 14, "Equity"). The fair value of the equity component is accounted for as a discount on the 2017 PIK Notes and is being amortized over the life of the 2017 PIK Notes using the effective interest method. | | | | | | | | | | | | | | |
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-2 | The principal amount presented represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. | | | | | | | | | | | | | | |
(3) The equity components of the 2017 Term Loan and 2017 Revolving Credit Facility represent the fair value ascribed to the Initial Warrants (as described in Note 14, "Equity") issued in consideration for these facilities based on their relative borrowing capacities. The fair value is accounted for as a discount on the 2017 Term Loan, which is being amortized over the life of the 2017 Term Loan using the effective interest method; and as debt issuance costs for the 2017 Revolving Credit Facility, which is being amortized on a straight-line basis over the life of the 2017 Revolving Credit Facility. |
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-4 | The unamortized discount on our Other credit facilities represents the fair value adjustment recorded on issuance of the CNC loans (as defined and further described in item (c) under the heading 'Other Credit Facilities and Capital Lease Obligations' below). | | | | | | | | | | | | | | |
Senior Debt |
Our senior debt comprised the following at March 31, 2015 and December 31, 2014: |
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| Carrying Amount | | Fair Value |
| March 31, 2015 | | | December 31, 2014 | | | March 31, 2015 | | | December 31, 2014 | |
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2015 Convertible Notes | $ | 254,375 | | | $ | 251,669 | | | $ | 262,885 | | | $ | 260,922 | |
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2017 PIK Notes | 271,165 | | | 265,629 | | | 497,058 | | | 476,957 | |
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2017 Term Loan | 20,996 | | | 20,573 | | | 37,376 | | | 35,923 | |
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2017 Revolving Credit Facility | 25,548 | | | 25,000 | | | 25,128 | | | 25,000 | |
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2017 Euro Term Loan | 269,834 | | | 304,496 | | | 269,834 | | | 304,496 | |
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| $ | 841,918 | | | $ | 867,367 | | | $ | 1,092,281 | | | $ | 1,103,298 | |
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Convertible Notes |
2015 Convertible Notes |
As at March 31, 2015, the principal amount of our 5.0% Senior Convertible Notes due 2015 (the “2015 Convertible Notes”) outstanding was US$ 261.0 million. The 2015 Convertible Notes mature on November 15, 2015. We intend to repay the 2015 Convertible Notes with the proceeds from a replacement facility arranged with the assistance of or provided by Time Warner pursuant to the 2015 Refinancing Commitment Letter. The 2015 Refinancing Commitment Letter contains customary closing conditions (including the execution and delivery of documentation, the accuracy of representations, the absence of events of default and the absence of material adverse changes). |
Interest is payable semi-annually in arrears on each May 15 and November 15. The fair value of the liability component of the 2015 Convertible Notes as at March 31, 2015 of US$ 262.9 million (December 31, 2014: US$ 260.9 million) was calculated by multiplying the outstanding debt by the traded market price. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
The 2015 Convertible Notes are secured senior obligations and rank pari passu with all existing and future senior indebtedness and are effectively subordinated to all existing and future indebtedness of our subsidiaries. The amounts outstanding are jointly and severally guaranteed by Central European Media Enterprises N.V. (“CME NV”) and CME Media Enterprises B.V. ("CME BV") and are secured by a pledge of shares of those companies. |
Prior to August 15, 2015, the 2015 Convertible Notes are convertible following certain events and from that date, at any time, based on an initial conversion rate of 20 shares of our Class A common stock per US$ 1,000 principal amount of 2015 Convertible Notes (which is equivalent to an initial conversion price of US$ 50.00 per share). The conversion rate is subject to adjustment if we make certain distributions to the holders of shares of our Class A common stock, undergo certain corporate transactions or a fundamental change, and in other circumstances specified in the 2015 Convertible Notes. From time to time up to and including August 15, 2015, we will have the right to elect to deliver (i) shares of our Class A common stock, (ii) cash, or (iii) cash and, if applicable, shares of our Class A common stock upon conversion of the 2015 Convertible Notes. At present, we have elected to deliver cash and, if applicable, shares of our Class A common stock. As at March 31, 2015, the 2015 Convertible Notes may not be converted. In addition, the holders of the 2015 Convertible Notes have the right to put the 2015 Convertible Notes to us for cash equal to the aggregate principal amount of the 2015 Convertible Notes plus accrued but unpaid interest thereon following the occurrence of certain specified fundamental changes (including a change of control (which includes the acquisition by a person or group (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership of more than 50% of the outstanding shares of our Class A common stock), certain mergers, insolvency and a delisting). |
We separately account for the liability and equity components of the 2015 Convertible Notes. The embedded conversion option is not accounted for as a derivative. |
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| Principal Amount of Liability Component | | | Unamortized Discount | | | Net Carrying Amount | | | Equity Component | |
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BALANCE December 31, 2014 | $ | 261,034 | | | $ | (9,365 | ) | | $ | 251,669 | | | $ | 11,907 | |
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Amortization of debt issuance discount | — | | | 2,706 | | | 2,706 | | | — | |
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BALANCE March 31, 2015 | $ | 261,034 | | | $ | (6,659 | ) | | $ | 254,375 | | | $ | 11,907 | |
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The issuance discount is being amortized over the life of the 2015 Convertible Notes using the effective interest method. The effective interest rate on the liability component was 10.0%. |
Certain other derivative instruments have been identified as being embedded in the 2015 Convertible Notes, but as they are considered to be clearly and closely related to the 2015 Convertible Notes they are not accounted for separately. |
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2017 PIK Notes |
As at March 31, 2015, the principal amount of the 15.0% Senior Secured Note due 2017 (the "2017 PIK Notes") outstanding was US$ 434.8 million. Interest is payable semi-annually in arrears on each June 1 and December 1, which the Company must pay in kind on a semi-annual basis until November 15, 2015 by adding such accrued interest to the principal amount of the 2017 PIK Notes and thereafter may pay such accrued interest in cash or in kind. The 2017 PIK Notes mature on December 1, 2017. The fair value of the 2017 PIK Notes as at March 31, 2015 of US$ 497.1 million was calculated using comparable instruments that trade in active markets and, where available, actual trade history of the 2017 PIK Notes in a market that is not active. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
The 2017 PIK Notes are senior secured obligations of CME, and are jointly and severally guaranteed by CME NV and CME BV and are secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. Under the terms of the indenture governing the 2017 PIK Notes, CME is largely restricted from raising debt at the corporate level or making certain payments or investments if the ratio of Consolidated EBITDA to Consolidated Interest Expense of CME Ltd. and its Restricted Subsidiaries (as each is defined in the indenture) is less than 2.0 times. The terms of the 2017 PIK Notes also contain limitations on CME’s ability to incur guarantees, grant liens, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, and make certain investments. |
In the event that (A) there is a change in control by which (i) any party other than certain of our present shareholders becomes the beneficial owner of more than 35% of our total voting power; (ii) we agree to sell substantially all of our operating assets; (iii) there is a specified change in the composition of a majority of our Board of Directors; or (iv) the adoption by our shareholders of a plan to liquidate; and (B) on the 60th day following any such change of control the rating of the 2017 PIK Notes is either withdrawn or downgraded from the rating in effect prior to the announcement of such change of control, we can be required to repurchase the 2017 Fixed Rate Notes at a purchase price in cash equal to 101% of the principal amount of the 2017 PIK Notes plus accrued and unpaid interest to the date of purchase. |
The 2017 PIK Notes are redeemable at our option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof. |
Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2017 PIK Notes. The embedded derivatives are not considered clearly and closely related to the 2017 PIK Notes, and as such are required to be accounted for separately. The probability-weighted fair value of the embedded derivatives was not material at issuance or at March 31, 2015. |
2017 Term Loan |
As at March 31, 2015, the principal amount outstanding of the 15.0% term loan facility due 2017 (the "2017 Term Loan") was US$ 33.1 million. The carrying value of the 2017 Term Loan is comprised of the original outstanding principal amount of US$ 30.0 million less an issuance discount, plus interest for which we paid in kind. Interest is payable semi-annually in arrears on each June 30 and December 31, which the Company may pay in cash or in kind. The Company has elected to pay interest in kind since the initial drawdown. The 2017 Term Loan matures on December 1, 2017. The fair value of the 2017 Term Loan as at March 31, 2015 of US$ 37.4 million was determined based on comparable instruments that trade in active markets. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
The 2017 Term Loan is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The terms of the 2017 Term Loan contains limitations on CME’s ability to incur indebtedness, incur guarantees, grant liens, pay dividends or make other distributions, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, make certain investments acquisitions and loans, and conduct certain asset sales. The 2017 Term Loan also contains maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios, and has more restrictive provisions, including covenants in respect of incurring indebtedness, the provision of guarantees, making investments and disposals, granting security and certain events of defaults, than corresponding provisions contained in the indenture governing the 2017 PIK Notes. |
Under the terms of the 2017 Term Loan, we are permitted to prepay the 2017 Term Loan in whole, but not in part, subject to the concurrent repayment and discharge of the 2017 PIK Notes. |
Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2017 Term Loan. The embedded derivatives are not considered clearly and closely related to the 2017 Term Loan, and as such are required to be accounted for separately. The probability-weighted fair value of the embedded derivatives was not material at issuance or at March 31, 2015. |
2017 Revolving Credit Facility |
As at March 31, 2015, we had a balance of US$ 25.5 million outstanding under a US$ 115.0 million revolving credit facility (the “2017 Revolving Credit Facility”), including interest for which we made an election to pay in kind. As at March 31, 2015, there was US$ 90.0 million available to be drawn under the 2017 Revolving Credit Facility. The 2017 Revolving Credit Facility matures on December 1, 2017. |
The 2017 Revolving Credit Facility, as amended on November 14, 2014, bears interest at a rate per annum based on, at our option, an alternative base rate plus 8.0% or an amount equal to the greater of (i) an adjusted LIBO rate and (ii)1.0%, plus, in each case, 9.0%, which the Company may pay in cash or in kind by adding such accrued interest to the applicable principal amount drawn under the 2017 Revolving Credit Facility. As at March 31, 2015, the weighted average interest rate on drawings outstanding under the 2017 Revolving Credit Facility was 10.0%. The fair value of the 2017 Revolving Credit Facility as at March 31, 2015 of US$ 25.1 million was determined based on comparable instruments that trade in active markets. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
The 2017 Revolving Credit Facility is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The covenants and events of default are substantially the same as under the 2017 Term Loan. |
Amounts outstanding under the 2017 Revolving Credit Facility are immediately due and payable on the repayments in full of the 2017 PIK Notes and 2017 Term Loan. The 2017 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. |
2017 Euro Term Loan |
As at March 31, 2015, the principal amount of our floating rate senior unsecured term credit facility (the "2017 Euro Term Loan") outstanding was EUR 250.8 million (approximately US$ 269.8 million). The 2017 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 12, "Financial Instruments and Fair Value Measurements")) plus a margin of between 1.07% and 1.90% depending on the credit rating of Time Warner, and is payable quarterly in arrears on each March 12, June 12, September 12 and December 12, commencing on March 12, 2015. As at March 31, 2015, the weighted average interest rate on amounts outstanding under the 2017 Euro Term Loan was 1.53%. The 2017 Euro Term Loan matures on November 1, 2017. The fair value of the 2017 Euro Term Loan as at March 31, 2015 approximates its carrying value. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
The 2017 Euro Term Loan is a senior unsecured obligation of CME, and is unconditionally guaranteed by Time Warner and certain of its subsidiaries. In connection with this guarantee, we entered into a reimbursement agreement (the “Reimbursement Agreement") with Time Warner which provides that we will reimburse Time Warner for any amounts paid by them under any guarantee or through any loan purchase right exercised by Time Warner. Further, the Reimbursement Agreement is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. As consideration for the guarantee of the 2017 Euro Term Loan, we will pay a guarantee fee to Time Warner based on the amount outstanding on the 2017 Euro Term Loan calculated on a per annum basis equal to 8.5% minus the rate of interest paid by CME under the 2017 Euro Term Loan (the “Guarantee Fee Rate”). The guarantee fee is payable semi-annually in arrears on each May 1 and November 1, which CME may pay in cash or in kind. Unpaid amounts of the guarantee fee will bear interest per annum at the Guarantee Fee Rate from the date the 2017 Euro Term Loan is drawn and be payable semi-annually in arrears on each May 1 and November 1, which CME may pay in cash or in kind. The covenants and events of default under the Reimbursement Agreement are substantially the same as under the 2017 Term Loan and the 2017 Revolving Credit Facility. |
The 2017 Euro Term Loan may be prepaid at our option, in whole or in part, from June 1, 2016, without premium or penalty. Additionally, Time Warner has the right to purchase any amount outstanding under the 2017 Euro Term Loan following an event of default under the 2017 Euro Term Loan or the Reimbursement Agreement. |
Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2017 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2017 Euro Term Loan, and as such are not required to be accounted for separately. |
Other Credit Facilities and Capital Lease Obligations |
Other credit facilities and capital lease obligations comprised the following at March 31, 2015 and December 31, 2014: |
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| | March 31, 2015 | | | December 31, 2014 | | | | | | | | |
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Credit facilities | (a) – (c) | $ | 2,742 | | | $ | 3,100 | | | | | | | | |
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Capital leases | | 3,455 | | | 3,632 | | | | | | | | |
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Total credit facilities and capital leases | | 6,197 | | | 6,732 | | | | | | | | |
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Less: current maturities | | (1,194 | ) | | (1,190 | ) | | | | | | | |
Total non-current credit facilities and capital leases | | $ | 5,003 | | | $ | 5,542 | | | | | | | | |
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(a) | We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. | | | | | | | | | | | | | | |
As at March 31, 2015, we had deposits of US$ 18.6 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2014, we had deposits of US$ 10.5 million in and no drawings on the BMG cash pool. |
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(b) | As at March 31, 2015 and December 31, 2014, there were no drawings outstanding under a CZK 860.0 million (approximately US$ 33.6 million) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK 860.0 million (approximately US$ 33.6 million) may be factored on a recourse or non-recourse basis. The facility bears interest at one-month PRIBOR plus 2.5% for the period that receivables are factored and outstanding. | | | | | | | | | | | | | | |
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(c) | At March 31, 2015, our operations in Romania had an aggregate principal amount of RON 12.3 million (approximately US$ 3.0 million) (December 31, 2014, RON 12.5 million, approximately US$ 3.0 million based on March 31, 2015 rates) of loans outstanding with the Central National al Cinematografei ("CNC"), a Romanian governmental organization which provides financing for qualifying filmmaking projects. Upon acceptance of a particular project, the CNC awards an agreed level of funding to each project in the form of an interest-free loan. Loans from the CNC are typically advanced for a period of ten years and are repaid through the proceeds from the distribution of the film content. At March 31, 2015, we had 15 loans outstanding with the CNC with maturity dates ranging from 2017 to 2024. The carrying amounts at March 31, 2015 and December 31, 2014 are net of a fair value adjustment of US$ 0.3 million and US$ 0.3 million, respectively, arising on acquisition. | | | | | | | | | | | | | | |
Total Group |
At March 31, 2015, the maturity of our senior debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: |
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2015 (1) | $ | 261,034 | | | | | | | | | | | | | |
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2016 | — | | | | | | | | | | | | | |
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2017 (2) | 763,058 | | | | | | | | | | | | | |
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2018 | 412 | | | | | | | | | | | | | |
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2019 | 829 | | | | | | | | | | | | | |
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2020 and thereafter | 1,965 | | | | | | | | | | | | | |
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Total senior debt and credit facilities | 1,027,298 | | | | | | | | | | | | | |
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Net discount | (182,638 | ) | | | | | | | | | | | | |
Carrying amount of senior debt and credit facilities | $ | 844,660 | | | | | | | | | | | | | |
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-1 | Amount includes the outstanding principal amount of the 2015 Convertible Notes due November 15, 2015. As noted above, we have entered into the 2015 Refinancing Commitment Letter to refinance the 2015 Convertible Notes at or immediately prior to their maturity with a new facility which will mature in 2019. | | | | | | | | | | | | | | |
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-2 | Includes amounts outstanding under the 2017 Revolving Credit Facility assumed to be repaid at maturity on December 1, 2017, although actual repayment may occur sooner based on cash amounts available and expected cash requirements. | | | | | | | | | | | | | | |
Capital Lease Commitments |
We lease certain of our office and broadcast facilities as well as machinery and equipment under various leasing arrangements. The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at March 31, 2015: |
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2015 | $ | 890 | | | | | | | | | | | | | |
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2016 | 962 | | | | | | | | | | | | | |
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2017 | 843 | | | | | | | | | | | | | |
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2018 | 577 | | | | | | | | | | | | | |
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2019 | 328 | | | | | | | | | | | | | |
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2020 and thereafter | 73 | | | | | | | | | | | | | |
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Total undiscounted payments | 3,673 | | | | | | | | | | | | | |
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Less: amount representing interest | (218 | ) | | | | | | | | | | | | |
Present value of net minimum lease payments | $ | 3,455 | | | | | | | | | | | | | |
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