LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 5. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary September 30, 2018 December 31, 2017 Long-term debt $ 780,510 $ 1,079,187 Other credit facilities and capital leases 13,043 9,487 Total long-term debt and other financing arrangements 793,553 1,088,674 Less: current maturities (4,392 ) (2,960 ) Total non-current long-term debt and other financing arrangements $ 789,161 $ 1,085,714 Financing Transactions On February 5, 2018, we entered into an amendment to extend the maturity date of the 2019 Euro Loan (formerly the 2018 Euro Term Loan) from November 1, 2018 to May 1, 2019. On February 6, 2018, we paid EUR 50.0 million (approximately US$ 61.6 million at February 6, 2018 rates) of the outstanding principal balance of the 2019 Euro Loan. On April 25, 2018, we entered into a series of amendments (effective on April 26, 2018) which modified certain terms of our 2021 Euro Loan (formerly the 2019 Euro Term Loan), the 2023 Euro Loan (formerly the 2021 Euro Term Loan), the 2023 Revolving Credit Facility (formerly the 2021 Revolving Credit Facility) (each as defined below) and the Reimbursement Agreement (as defined below) (collectively, the "Financing Transactions"). The Financing Transactions reduced the rates payable under the pricing grid under the Reimbursement Agreement and the 2023 Revolving Credit Facility as well as extended the maturity dates of the 2021 Euro Loan, the 2023 Euro Loan and the 2023 Revolving Credit Facility. The amount available to us under the 2023 Revolving Credit Facility increased to US$ 75.0 million from April 26, 2018. On May 3, 2018, we paid EUR 110.0 million (approximately US$ 132.0 million at May 3, 2018 rates) of the outstanding principal balance of the 2019 Euro Loan. On July 31, 2018, we used the proceeds from the completion of the Croatian Transaction together with cash from operations to repay (1) the outstanding principal amount of EUR 40.8 million (approximately US$ 47.9 million at July 31, 2018 rates) of the 2019 Euro Loan and accrued interest thereon and (2) EUR 25.0 million (approximately US$ 29.3 million at July 31, 2018 rates) of the 2021 Euro Loan plus accrued interest thereon. In addition, we paid US$ 41.2 million to Warner Media, LLC ("Warner Media") to repay (1) all Guarantee Fees payable to Warner Media as of the date of repayment under the 2019 Euro Loan and (2) all outstanding Guarantee Fees and the Commitment Fee, together with accrued interest thereon, previously paid in kind which were payable to Warner Media prior to repayment of the portion of the 2021 Euro Loan. Following the above repayments, we expect to apply the proceeds from the Slovenian Transaction (see Note 3, "Discontinued Operations and Assets Held for Sale" ) towards the partial repayment of the 2021 Euro Loan. Overview Total long-term debt and credit facilities comprised the following at September 30, 2018 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2021 Euro Loan 243,484 (592 ) 242,892 2023 Euro Loan 542,683 (5,065 ) 537,618 2023 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 786,167 $ (5,657 ) $ 780,510 (1) Debt issuance costs related to the 2021 Euro Loan and 2023 Euro 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 2023 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 2023 Revolving Credit Facility. Long-term Debt Our long-term debt comprised the following at September 30, 2018 and December 31, 2017 : Carrying Amount Fair Value September 30, 2018 December 31, 2017 September 30, 2018 December 31, 2017 2019 Euro Loan $ — $ 240,545 $ — $ 236,337 2021 Euro Loan 242,892 281,871 235,042 268,858 2023 Euro Loan 537,618 556,771 504,597 510,882 $ 780,510 $ 1,079,187 $ 739,639 $ 1,016,077 The fair values of the Euro Loans (as defined below) as at September 30, 2018 and December 31, 2017 were 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" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in each of the Euro Loans. The embedded derivatives are considered clearly and closely related to their respective Euro Loan, and as such are not required to be accounted for separately. 2021 Euro Loan As at September 30, 2018 , the principal amount of our floating rate senior unsecured term credit facility (the "2021 Euro Loan") outstanding was EUR 210.3 million (approximately US$ 243.5 million ). The 2021 Euro 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 1.1% and 1.9% depending on the credit rating of Warner Media. As at September 30, 2018 , the all-in borrowing rate on amounts outstanding under the 2021 Euro Loan was 3.75% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2021 Euro Loan is payable quarterly in arrears on each February 13, May 13, August 13 and November 13. The 2021 Euro Loan matures on November 1, 2021 and may currently be prepaid at our option, in whole or in part, without premium or penalty from cash generated from our operations. From April 26, 2020, the 2021 Euro Loan may be refinanced at our option. The 2021 Euro Loan is a senior unsecured obligation of CME Ltd. and is unconditionally guaranteed by CME BV and by Warner Media and certain of its subsidiaries. 2023 Euro Loan As at September 30, 2018 , the principal amount of our floating rate senior unsecured term credit facility (the "2023 Euro Loan") outstanding was EUR 468.8 million (approximately US$ 542.7 million ). The 2023 Euro 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 1.1% and 1.9% depending on the credit rating of Warner Media. As at September 30, 2018 , the all-in borrowing rate on amounts outstanding under the 2023 Euro Loan was 4.25% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2023 Euro Loan is payable quarterly in arrears on each January 7, April 7, July 7 and October 7. The 2023 Euro Loan matures on April 26, 2023 and may be prepaid at our option, in whole or in part, without premium or penalty from cash generated from our operations. From April 26, 2020, the 2023 Euro Loan may be refinanced at our option. The 2023 Euro Loan is a senior unsecured obligation of CME BV and is unconditionally guaranteed by CME Ltd. and by Warner Media and certain of its subsidiaries. Reimbursement Agreement and Guarantee Fees In connection with Warner Media’s guarantees of the 2019 Euro Loan, the 2021 Euro Loan and 2023 Euro Loan (collectively, the "Euro Loans"), we entered into a reimbursement agreement (as amended, the “Reimbursement Agreement") with Warner Media. The Reimbursement Agreement provides for the payment of guarantee fees (collectively, the "Guarantee Fees") to Warner Media as consideration for those guarantees, and the reimbursement to Warner Media of any amounts paid by them under any guarantee or through any loan purchase right exercised by it. The loan purchase right allows Warner Media to purchase any amount outstanding under the Euro Loans from the lenders following an event of default under the Euro 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 2023 Revolving Credit Facility (described below). We pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the tables below: All-in Rate Consolidated Net Leverage 2021 Euro Loan 2023 Euro Loan ≥ 7.0x 6.00 % 6.50 % < 7.0x - 6.0x 5.00 % 5.50 % < 6.0x - 5.0x 4.25 % 4.75 % < 5.0x - 4.0x 3.75 % 4.25 % < 4.0x - 3.0x 3.25 % 3.75 % < 3.0x 3.25 % 3.50 % Our consolidated net leverage as at September 30, 2018 and December 31, 2017 was 3.8x and 5.4x , respectively. For the three and nine months ended September 30, 2018 and 2017 , we recognized US$ 4.3 million and US$ 18.2 million ; and US$ 11.8 million and US$ 36.3 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 2021 Euro Loan are payable semi-annually in arrears on each May 1 and November 1. The Guarantee Fees relating to the 2023 Euro Loan are payable semi-annually in arrears on each June 1 and December 1. The Guarantee Fees on the 2023 Euro Loan that were previously paid in kind are presented as a component of other non-current liabilities (see Note 11, "Other Liabilities" ) and bear interest per annum at the applicable Guarantee Fee rate (as set forth in the table below). Guarantee Fees 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 2021 Euro Loan 1.28 % 0.31 % (1) 2.16 % 3.75 % 2023 Euro Loan 1.28 % 0.28 % (2) 2.69 % 4.25 % 2023 Revolving Credit Facility (if drawn) 6.40 % (3) — % — % 6.40 % (1) Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to 0.47% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.75% if our net leverage ratio remains unchanged. (2) Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 4.25% if our net leverage ratio remains unchanged. (3) Based on the three month LIBOR of 2.40% as at September 30, 2018 . 2023 Revolving Credit Facility We had no balance outstanding under the US$ 75.0 million revolving credit facility (the "2023 Revolving Credit Facility") as at September 30, 2018 . The 2023 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternate base rate ("ABR Loans" as defined in the 2023 Revolving Credit Facility Agreement) plus the spread applicable to ABR Loans based on our consolidated net leverage or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0% , plus the spread applicable to the Eurodollar Loans (as defined in the 2023 Revolving Credit Facility Agreement) based on our consolidated net leverage ratio (as defined in the Reimbursement Agreement), with all amounts payable in cash. The maturity date of the 2023 Revolving Credit Facility is April 26, 2023. When drawn, the 2023 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. Pursuant to the Financing Transactions, the following spreads are applicable: Consolidated Net Leverage Alternate Base Rate Loans Eurodollar Loans ≥ 7.0x 5.25 % 6.25 % < 7.0x - 6.0x 4.25 % 5.25 % < 6.0x - 5.0x 3.50 % 4.50 % < 5.0x - 4.0x 3.00 % 4.00 % < 4.0x - 3.0x 2.50 % 3.50 % < 3.0x 2.25 % 3.25 % The 2023 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 2023 Revolving Credit Facility agreement 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 agreement also contains maintenance covenants in respect of interest 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 September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 Credit facilities (1) – (3) $ — $ — Capital leases 13,043 9,487 Total credit facilities and capital leases 13,043 9,487 Less: current maturities (4,392 ) (2,960 ) Total non-current credit facilities and capital leases $ 8,651 $ 6,527 (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 throughout 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 September 30, 2018 , we had deposits of US$ 21.4 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, 2017 , we had deposits of US$ 12.4 million in and no drawings on the BMG cash pool. (2) Under a factoring framework agreement with Factoring Česka spořitelna a.s., up to CZK 575.0 million (approximately US$ 26.2 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 0.19% of any factored receivable and bears interest at one-month PRIBOR plus 0.95% per annum for the period that receivables are factored and outstanding. (3) Under a factoring framework agreement with Global Funds IFN S.A., 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 September 30, 2018 , the maturity of our long-term debt and credit facilities was as follows: 2018 $ — 2019 — 2020 — 2021 243,484 2022 — 2023 and thereafter 542,683 Total long-term debt and credit facilities 786,167 Debt issuance costs (5,657 ) Carrying amount of long-term debt and credit facilities $ 780,510 Capital Lease Commitments We lease 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 September 30, 2018 : 2018 $ 1,219 2019 4,506 2020 4,201 2021 2,916 2022 603 2023 and thereafter — Total undiscounted payments 13,445 Less: amount representing interest (402 ) Present value of net minimum lease payments $ 13,043 |