LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary March 31, 2017 December 31, 2016 Long-term debt $ 1,013,944 $ 999,209 Other credit facilities and capital leases 4,360 4,313 Total long-term debt and other financing arrangements 1,018,304 1,003,522 Less: current maturities (1,576 ) (1,494 ) Total non-current long-term debt and other financing arrangements $ 1,016,728 $ 1,002,028 Financing Transactions In March 2017, we reduced our average borrowing costs across all of our long-term debt by 150 basis points. Pursuant to an amendment to the Reimbursement Agreement (as defined below) with Time Warner inc. ("Time Warner"), as guarantor of our obligations under the Euro Term Loans, the grid pricing structure on the all-in rate that initially applied only to the 2021 Euro Term Loan (as defined below) was extended to the 2018 Euro Term Loan (as defined below) and the 2019 Euro Term Loan (as defined below), with a reduction in the pricing under the grid for each of the Euro Term Loans resulting in an all-in rate ranging from 8.5% if our net leverage is greater than or equal to seven times to 5.0% if our net leverage is less than five times. As with the 2021 Euro Term Loan, we are now required to pay the first 5.0% of the all-in rate (including the base rate and the rate paid pursuant to customary hedging arrangements) on the 2018 Euro Term Loan and the 2019 Euro Term Loan in cash and the remainder may be paid in cash or in kind, at our option. In addition, we can achieve a further 50 basis point reduction in the all-in rate if we reduce our long-term debt to less than EUR 815.0 million , subject to certain adjustments in respect of specified debt repayments, on or prior to September 30, 2018. As a result of this amendment to the Reimbursement Agreement, our cost of borrowing across all of our long-term debt will automatically decrease upon the achievement of certain net leverage ratios. For details, see the table below under the heading "Reimbursement Agreement and Guarantee Fees". Overview Total long-term debt and credit facilities comprised the following at March 31, 2017 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2018 Euro Term Loan $ 268,130 $ (555 ) $ 267,575 2019 Euro Term Loan 251,597 (437 ) 251,160 2021 Euro Term Loan 501,194 (5,985 ) 495,209 2021 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 1,020,921 $ (6,977 ) $ 1,013,944 (1) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility. Long-term Debt Our long-term debt comprised the following at March 31, 2017 and December 31, 2016 : Carrying Amount Fair Value March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 2018 Euro Term Loan $ 267,575 $ 263,734 $ 250,805 $ 233,297 2019 Euro Term Loan 251,160 247,594 224,034 203,314 2021 Euro Term Loan 495,209 487,881 416,617 369,738 $ 1,013,944 $ 999,209 $ 891,456 $ 806,349 2018 Euro Term Loan As at March 31, 2017 , the principal amount of our floating rate senior unsecured term credit facility (as amended, the "2018 Euro Term Loan") outstanding was EUR 250.8 million (approximately US$ 268.1 million ). The 2018 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.1% and 1.9% depending on the credit rating of Time Warner. The all-in borrowing rate including the Guarantee Fee ranges from 8.5% to 5.0% per annum based on our net leverage (see the table below under the heading "Reimbursement Agreement and Guarantee Fees"). As at March 31, 2017 , the all-in borrowing rate on amounts outstanding under the 2018 Euro Term Loan was 7.25% (the components of which are shown in the table below under the heading "Interest Rate Summary"). Interest on the 2018 Euro Term Loan is payable quarterly in arrears on each March 12, June 12, September 12 and December 12. The 2018 Euro Term Loan matures on November 1, 2018 and may be prepaid at our option, in whole or in part, without premium or penalty, upon the occurrence of certain events, including if our net leverage (as defined in the Reimbursement Agreement) decreases to below five times for two consecutive quarters, or at any time from November 1, 2017. The 2018 Euro Term Loan is a senior unsecured obligation of CME Ltd., and is unconditionally guaranteed by our 100% owned subsidiary CME Media Enterprises B.V. ("CME BV") and by Time Warner and certain of its subsidiaries. The fair values of the 2018 Euro Term Loan as at March 31, 2017 and December 31, 2016 were determined based on comparable instruments that trade in active markets, plus an applicable spread. This measurement of estimated fair value uses Level 2 inputs as described in Note 11, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2018 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2018 Euro Term Loan, and as such are not required to be accounted for separately. 2019 Euro Term Loan As at March 31, 2017 , the principal amount of our floating rate senior unsecured term credit facility (the "2019 Euro Term Loan") outstanding was EUR 235.3 million (approximately US$ 251.6 million ). The 2019 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.1% and 1.9% depending on the credit rating of Time Warner. The all-in borrowing rate including the Guarantee Fee ranges from 8.5% to 5.0% per annum based on our net leverage (see the table below under the heading "Reimbursement Agreement and Guarantee Fees"). As at March 31, 2017 , the all-in borrowing rate on amounts outstanding under the 2019 Euro Term Loan was 7.25% (the components of which are shown in the table below under the heading "Interest Rate Summary"). Interest on the 2019 Euro Term Loan is payable quarterly in arrears on each February 13, May 13, August 13 and November 13. The 2019 Euro Term Loan matures on November 1, 2019 and may currently be prepaid at our option, in whole or in part, without premium or penalty. The 2019 Euro Term Loan is a senior unsecured obligation of CME Ltd., and is unconditionally guaranteed by CME BV and by Time Warner and certain of its subsidiaries. The fair values of the 2019 Euro Term Loan as at March 31, 2017 and December 31, 2016 were determined based on comparable instruments that trade in active markets, plus an applicable spread. This measurement of estimated fair value uses Level 2 inputs as described in Note 11, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2019 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2019 Euro Term Loan, and as such are not required to be accounted for separately. 2021 Euro Term Loan As at March 31, 2017 , the principal amount of our floating rate senior unsecured term credit facility (the "2021 Euro Term Loan") outstanding was EUR 468.8 million (approximately US$ 501.2 million ). The 2021 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.1% and 1.9% depending on the credit rating of Time Warner. The all-in borrowing rate including the Guarantee Fee ranges from 8.5% to 5.0% per annum based on our net leverage (see the table below under the heading "Reimbursement Agreement and Guarantee Fees"). As at March 31, 2017 , the all-in borrowing rate on amounts outstanding under the 2021 Euro Term Loan was 7.25% (the components of which are shown in the table below under the heading "Interest Rate Summary"). Interest on the 2021 Euro Term Loan is payable quarterly in arrears on each April 7, July 7, October 7 and January 7. The 2021 Euro Term Loan matures on February 19, 2021 and may be prepaid at our option, in whole or in part, without premium or penalty, upon the earlier of the occurrence of certain events, including if our net leverage (as defined in the Reimbursement Agreement) decreases to below five times for two consecutive quarters, or at any time from February 19, 2020. The 2021 Euro Term Loan is a senior unsecured obligation of CME BV, and is unconditionally guaranteed by CME Ltd. and by Time Warner and certain of its subsidiaries. The fair values of the 2021 Euro Term Loan as at March 31, 2017 and December 31, 2016 were determined based on comparable instruments that trade in active markets, plus an applicable spread. This measurement of estimated fair value uses Level 2 inputs as described in Note 11, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2021 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2021 Euro Term Loan, and as such are not required to be accounted for separately. Reimbursement Agreement and Guarantee Fees In connection with Time Warner’s guarantees of the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan (collectively, the “Euro Term Loans”), we entered into a reimbursement agreement (as amended, the “Reimbursement Agreement") with Time Warner which provides for the payment of guarantee fees (collectively, the "Guarantee Fees") to Time Warner as consideration for those guarantees, and 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. The loan purchase right allows Time Warner to purchase any amount outstanding under the Euro Term Loans from the lenders following an event of default under the Euro Term Loans or the Reimbursement Agreement. The Reimbursement Agreement is jointly and severally guaranteed by both our 100% owned subsidiary Central European Media Enterprises N.V. ("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 under the Reimbursement Agreement are substantially the same as under the 2021 Revolving Credit Facility (described below). We pay Guarantee Fees to Time Warner based on the amounts outstanding on the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below: Consolidated Net Leverage Cash Rate (1) PIK Fee Rate Total Rate ≥ 7.0x 5.00 % 3.50 % 8.50 % < 7.0x - 6.0x 5.00 % 2.25 % 7.25 % < 6.0x - 5.0x 5.00 % 1.00 % 6.00 % < 5.0x 5.00 % — % 5.00 % (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. Our consolidated net leverage as at March 31, 2017 and December 31, 2016 was 6.3x and 6.9x , respectively. For the three months ended March 31, 2017 and 2016 , we recognized US$ 16.4 million and US$ 9.1 million , respectively, of Guarantee Fees as interest expense in our condensed consolidated statements of operations and comprehensive income / loss. The Guarantee Fees relating to the 2018 Euro Term Loan and the 2019 Euro Term Loan are payable semi-annually in arrears on each May 1 and November 1, in cash or in kind (by adding such semi-annual Guarantee Fees to any such amount then outstanding). The Guarantee Fees relating to the 2021 Euro Term Loan are payable semi-annually in arrears on each June 1 and December 1. The first 5.0% of the all-in rate for each facility (including the base rate and the rate paid pursuant to the hedging arrangements) must be paid in cash and the remainder is payable at our election in cash or in kind. The Guarantee Fees paid in kind are presented as a component of other non-current liabilities (see Note 10, "Other Liabilities" ) and bear interest per annum at their respective Guarantee Fee rate (as set forth in the table below). Guarantee Fees paid in cash are included in cash flows from operating activities in our condensed consolidated statements of cash flows. Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2018 Euro Term Loan 1.50 % 0.21 % (1) 5.54 % 7.25 % 2019 Euro Term Loan 1.50 % 0.31 % 5.44 % 7.25 % 2021 Euro Term Loan 1.50 % 0.28 % 5.47 % 7.25 % 2021 Revolving Credit Facility (2) 9.15 % (3) — % — % 9.15 % (1) Effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14% , with a corresponding increase in the guarantee fee rate, such that the all-in borrowing rate remains 7.25% if our net leverage ratio remains unchanged. (2) As at March 31, 2017 , the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn. (3) Based on the three month LIBOR of 1.15% as at March 31, 2017 . 2021 Revolving Credit Facility We had no balance outstanding under the US$ 115.0 million revolving credit facility (the “2021 Revolving Credit Facility”), all of which was available to be drawn, as at March 31, 2017 . The aggregate principal amount available decreases to US$ 50.0 million with effect from January 1, 2018. The 2021 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternative base rate plus 7.0% or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0% , plus, in each case, 8.0% , with the first 5.0% payable in cash and the remainder payable at our election in cash or in kind by adding such accrued interest to the applicable principal amount outstanding under the 2021 Revolving Credit Facility. The interest rate on the 2021 Revolving Credit Facility is determined on the basis of our net leverage ratio (as defined in the Reimbursement Agreement) and ranges from LIBOR (subject to a floor of 1.0% ) plus 9.0% (if our net leverage is greater than or equal to seven times) to 7.0% per annum (if our net leverage ratio is less than five times). The maturity date of the 2021 Revolving Credit Facility is February 19, 2021. When drawn, the 2021 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. The 2021 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 2021 Revolving Credit Facility agreement contains limitations on our 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 agreement also contains maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios, and has covenants in respect of incurring indebtedness, the provision of guarantees, making investments and disposals, granting security and certain events of defaults. Other Credit Facilities and Capital Lease Obligations Other credit facilities and capital lease obligations comprised the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Credit facilities (1) – (3) $ — $ — Capital leases 4,360 4,313 Total credit facilities and capital leases 4,360 4,313 Less: current maturities (1,576 ) (1,494 ) Total non-current credit facilities and capital leases $ 2,784 $ 2,819 (1) 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 deposited 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, 2017 , we had deposits of US$ 28.7 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, 2016 , we had deposits of US$ 16.4 million in and no drawings on the BMG cash pool. (2) As at March 31, 2017 and December 31, 2016 , there were no drawings outstanding under a CZK 675.0 million (approximately US$ 26.7 million ) factoring framework agreement with Factoring České spořitelny, a.s. Under this facility, up to CZK 675.0 million (approximately US$ 26.7 million ) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.3% of any factored receivable and bears interest at one-month PRIBOR plus 2.5% per annum for the period that receivables are factored and outstanding. (3) As at March 31, 2017 and December 31, 2016 , there were RON 156.3 million (approximately US$ 36.7 million ) and RON 105.7 million (approximately US$ 24.6 million ), respectively, of receivables factored under a factoring framework agreement with Global Funds IFN S.A. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable. Total Group At March 31, 2017 , the maturity of our long-term debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: 2017 $ — 2018 268,130 2019 251,597 2020 — 2021 501,194 2022 and thereafter — Total long-term debt and credit facilities 1,020,921 Debt issuance costs (6,977 ) Carrying amount of long-term debt and credit facilities $ 1,013,944 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, 2017 : 2017 $ 1,274 2018 1,437 2019 1,114 2020 636 2021 31 2022 and thereafter — Total undiscounted payments 4,492 Less: amount representing interest (132 ) Present value of net minimum lease payments $ 4,360 |