Debt

Debt at December 31, 2017 and 2016 consists of the following (in thousands):



		2017			2016
(1)	Mortgage note payable, 6.07%, paid in full on January 6, 2017	—			9,331
(2)	Mortgage note payable, 6.06%, paid in full on February 1, 2017	—			8,615
(3)	Mortgage notes payable, 5.73%-5.95%, paid in full on April 3, 2017	—			30,486
(4)	Mortgage notes payable, 4.00%, paid in full on April 6, 2017	—			88,629
(5)	Mortgage notes payable, 5.86%, paid in full on July 3, 2017	—			22,139
(6)	Mortgage note payable, 5.29%, paid in full on July 7, 2017	—			3,298
(7)	Mortgage note payable, 6.19%, due February 1, 2018	11,684			12,452
(8)	Senior unsecured notes payable, 7.75%, due July 15, 2020	250,000			250,000
(9)	Unsecured revolving variable rate credit facility, LIBOR + 1.00%, due February 27, 2022	210,000			—
(10)	Senior unsecured notes payable, 5.75%, due August 15, 2022	350,000			350,000
(11)	Unsecured term loan payable, LIBOR + 1.10%, $350,000 fixed at 2.71% through April 4, 2019 and 3.15% from April 5, 2019 to February 7, 2022, due February 27, 2023	400,000			350,000
(12)	Senior unsecured notes payable, 5.25%, due July 15, 2023	275,000			275,000
(13)	Senior unsecured notes payable, 4.35%, due August 22, 2024	148,000			148,000
(14)	Senior unsecured notes payable, 4.50%, due April 1, 2025	300,000			300,000
(15)	Senior unsecured notes payable, 4.56%, due August 22, 2026	192,000			192,000
(16)	Senior unsecured notes payable, 4.75%, due December 15, 2026	450,000			450,000
(17)	Senior unsecured notes payable, 4.50%, due June 1, 2027	450,000			—
(18)	Bonds payable, variable rate, due August 1, 2047	24,995			24,995
	Less: deferred financing costs, net	(32,852		)	(29,320		)
	Total	$	3,028,827		$	2,485,625

(1) The Company's mortgage note payable was paid in full on January 6, 2017 prior to its maturity date of April 6, 2017. The note was secured by one theatre property.

(2) The Company's mortgage note payable was paid in full on February 1, 2017 prior to its maturity date of March 1, 2017. The note was secured by one theatre property.

(3) The Company’s mortgage notes payable were paid in full on April 3, 2017 prior to their maturity date of May 1, 2017. The notes were secured by four theatre properties.

(4) The Company's mortgage note payable was paid in full on April 6, 2017 prior to its maturity date of July 6, 2017. The note was secured by 11 theatre properties. In connection with this note payoff, the Company recorded a gain on early extinguishment of debt of $1.0 million. The gain represents the difference between the carrying value of the note and the amount due at payoff as the note was recorded at fair value upon acquisition and was not anticipated to be paid off in advance of maturity.

(5) The Company's mortgage note payable was paid in full on July 3, 2017 prior to its maturity date of August 1, 2017. The note was secured by two theatre properties.

(6) The Company's mortgage note payable was paid in full on July 7, 2017. The note was secured by one theatre property.

(7) The Company’s mortgage note payable due February 1, 2018 is secured by one theatre property which had a net book value of approximately $18.5 million at December 31, 2017. On January 2, 2018, this loan was prepaid in full.

(8) On June 30, 2010, the Company issued $250.0 million in senior unsecured notes due on July 15, 2020. The notes bear interest at 7.75%. Interest is payable on July 15 and January 15 of each year beginning on January 15, 2011 until the stated maturity date of July 15, 2020. The notes were issued at 98.29% of their principal amount. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt. On February 28, 2018, the Company redeemed all of the outstanding 7.75% senior notes. The notes were redeemed at a price equal to the principal amount of $250.0 million plus a premium of $28.6 million calculated pursuant to the terms of the indenture, together with accrued and unpaid interest up to, but not including the redemption date.

(9) The Company's unsecured revolving credit facility (the facility) bears interest at LIBOR plus 1.00%, which was 2.49% on December 31, 2017. Interest is payable monthly. On September 27, 2017, the Company amended its unsecured revolving credit facility and its unsecured term loan facility. The amendments to the unsecured revolving portion of the credit facility, among other things, (i) increase the initial maximum available amount from $650.0 million to $1.0 billion, (ii) extend the maturity date from April 24, 2019, to February 27, 2022 (with the Company having the right to extend the loan for an additional seven months) and (iii) lower the interest rate and facility fee pricing based on a grid related to the Company's senior unsecured credit ratings which at closing was LIBOR plus 1.00% and 0.20%, versus LIBOR plus 1.25% and 0.25%, respectively, under the previous terms. In connection with the amendment, $19 thousand of deferred financing costs (net of accumulated amortization) were written off during the year ended December 31, 2017 and are included in costs associated with loan refinancing. As of December 31, 2017, the Company had $210.0 million outstanding under the facility and total availability under the revolving credit facility was $790.0 million. In addition, there is a $1.0 billion accordion feature on the combined unsecured revolving credit and term loan facility that increases the maximum borrowing amount available under the combined facility, subject to lender approval, from $1.4 billion to $2.4 billion. If the Company exercises all or any portion of the accordion feature, the resulting increase in the facility may have a shorter or longer maturity date and different pricing terms. The facility contains financial covenants or restrictions that limit the Company's levels of consolidated debt, secured debt, investment levels outside certain categories and dividend distributions, and require the Company to maintain a minimum consolidated tangible net worth and meet certain coverage levels for fixed charges and debt service.

In connection with the amendment to the unsecured consolidated credit agreement, the obligations of the Company’s subsidiaries that were co-borrowers under the Company’s prior senior unsecured revolving credit and term loan facility were released. As a result, simultaneously with the amendment, the guarantees by the Company’s subsidiaries that were guarantors with respect to the Company’s outstanding 4.50% Senior Notes due 2027, 4.75% Senior Notes due 2026, 4.50% Senior Notes due 2025, 5.25% Senior Notes due 2023, 5.75% Senior Notes due 2022, and 7.75% Senior Notes due 2020 were released in accordance with the terms of the applicable indentures governing such notes.

(10) On August 8, 2012, the Company issued $350.0 million in senior unsecured notes due on August 15, 2022. The notes bear interest at 5.75%. Interest is payable on February 15 and August 15 of each year beginning on February 15, 2013 until the stated maturity date of August 15, 2022. The notes were issued at 99.998% of their principal amount. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.

(11) The Company's unsecured term loan payable bears interest at LIBOR plus 1.10%, which was 2.49% on December 31, 2017. Interest is payable monthly. On September 27, 2017, the Company amended its unsecured revolving credit facility and its unsecured term loan facility. The amendments to the unsecured term loan portion of the credit facility, among other things, (i) increase the initial amount from $350.0 million to $400.0 million, (ii) extend the maturity date from April 24, 2020 to February 27, 2023 and (iii) lower the interest rate on a grid related to the Company's senior unsecured credit ratings which at closing was LIBOR plus 1.10% versus LIBOR plus 1.40% under previous terms. In connection with the amendment, $1.5 million of deferred financing costs (net of accumulated depreciation) were written off during the year ended December 31, 2017 and are included in costs associated with loan refinancing. At closing, the Company borrowed the remaining $50.0 million available on the $400.0 million term loan portion of the facility, which was used to pay down a portion of the Company's unsecured revolving credit facility. In addition, there is a $1.0 billion accordion feature on the combined unsecured revolving credit and term loan facility that increases the maximum borrowing amount available under the combined facility, subject to lender approval, from $1.4 billion to $2.4 billion. If the Company exercises all or any portion of the accordion feature, the resulting increase in the facility may have a shorter or longer maturity date and different pricing terms. The facility contains financial covenants or restrictions that limit the Company's levels of consolidated debt, secured debt, investment levels outside certain categories and dividend distributions, and require the Company to maintain a minimum consolidated tangible net worth and meet certain coverage levels for fixed charges and debt service.

(12) On June 18, 2013, the Company issued $275.0 million in senior unsecured notes due on July 15, 2023. The notes bear interest at 5.25%. Interest is payable on January 15 and July 15 of each year beginning on January 15, 2014 until the stated maturity date of July 15, 2023. The notes were issued at 99.546% of their principal amount. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times and (iv) the maintenance at all times of the Company's total unencumbered assets such that they are not less than 150% of the Company’s outstanding unsecured debt.

(13) On August 22, 2016, the Company issued $148.0 million of senior unsecured notes in a private placement transaction. The notes bear interest at an annual rate of 4.35% and are due August 22, 2024. In connection with the amendment to the unsecured consolidated credit agreement on September 27, 2017, the guarantees by the Company’s subsidiaries that were guarantors of the Company’s outstanding 4.35% Series A Guaranteed Senior Notes due August 22, 2024 and 4.56% Series B Guaranteed Senior Notes due August 22, 2026 (referred to herein as the "private placement notes") were also released. The foregoing release was effected by the Company entering into an amendment to the Note Purchase Agreement, dated as of September 27, 2017. The amendment to the private placement notes releases the Company’s subsidiary guarantors as described above and among other things: (i) amends certain financial and other covenants and provisions in the Note Purchase Agreement to conform generally to the corresponding covenants and provisions contained in the amended unsecured consolidated credit agreement; (ii) provides the investors thereunder certain additional guaranty and lien rights, in the event that certain subsequent events occur; (iii) expands the scope of the “most favored lender” covenant contained in the Note Purchase Agreement; and (iv) imposes restrictions on debt that can be incurred by certain subsidiaries of the Company.

(14) On March 16, 2015, the Company issued $300.0 million in aggregate principal amount of senior notes due on April 1, 2025 pursuant to an underwritten public offering. The notes bear interest at an annual rate of 4.50%. Interest is payable on April 1 and October 1 of each year beginning on October 1, 2015 until the stated maturity date of April 1, 2025. The notes were issued at 99.638% of their face value. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times and (iv) the maintenance at all times of the Company's total unencumbered assets such that they are not less than 150% of the Company’s outstanding unsecured debt.

(15) On August 22, 2016, the Company issued $192.0 million of senior unsecured notes in a private placement transaction. The notes bear interest at an annual rate of 4.56% and are due August 22, 2026. In connection with the amendment to the unsecured consolidated credit agreement on September 27, 2017, the guarantees by the Company’s subsidiaries that were guarantors of the Company’s outstanding 4.35% Series A Guaranteed Senior Notes due August 22, 2024 and 4.56% Series B Guaranteed Senior Notes due August 22, 2026 (referred to herein as the "private placement notes") were also released. The foregoing release was effected by the Company entering into an amendment to the Note Purchase Agreement, dated as of September 27, 2017. The amendment to the private placement notes releases the Company’s subsidiary guarantors as described above and among other things: (i) amends certain financial and other covenants and provisions in the Note Purchase Agreement to conform generally to the corresponding covenants and provisions contained in the amended unsecured consolidated credit agreement; (ii) provides the investors thereunder certain additional guaranty and lien rights, in the event that certain subsequent events occur; (iii) expands the scope of the “most favored lender” covenant contained in the Note Purchase Agreement; and (iv) imposes restrictions on debt that can be incurred by certain subsidiaries of the Company.

(16) On December 14, 2016, the Company issued $450.0 million in aggregate principal amount of senior notes due on December 14, 2026 pursuant to an underwritten public offering. The notes bear interest at an annual rate of 4.75%. Interest is payable on June 15 and December 15 of each year beginning on June 15, 2017, until the stated maturity date of December 15, 2026. The notes were issued at 98.429% of their face value. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times and (iv) the maintenance at all times of the Company's total unencumbered assets such that they are not less than 150% of the Company’s outstanding unsecured debt.

(17) On May 23, 2017, the Company issued $450.0 million in aggregate principal amount of senior notes due on June 1, 2027 pursuant to an underwritten public offering. The notes bear interest at an annual rate of 4.50%. Interest is payable on June 1 and December 1 of each year beginning on December 1, 2017 until the stated maturity date of June 1, 2027. The notes were issued at 99.393% of their face value. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times and (iv) the maintenance at all times of the Company's total unencumbered assets such that they are not less than 150% of the Company’s outstanding unsecured debt.

(18) On August 30, 2017, the Company refinanced its variable-rate bonds payable. The maturity date was extended from October 1, 2037 to August 1, 2047 and the outstanding principal balance and interest rate were not changed. These bonds are secured by three theatres, which had a net book value of approximately $21.2 million at December 31, 2017, and bear interest at a variable rate which resets on a weekly basis and was 1.60% at December 31, 2017. The bonds requires monthly interest only payments with principal due at maturity.

Certain of the Company’s debt agreements contain customary restrictive covenants related to financial and operating performance as well as certain cross-default provisions. The Company was in compliance with all financial covenants at December 31, 2017.

Principal payments due on long-term debt obligations subsequent to December 31, 2017 (without consideration of any extensions) are as follows (in thousands):



	Amount
Year:
2018	$	11,684
2019	—
2020	250,000
2021	—
2022	560,000
Thereafter	2,239,995
Less: deferred financing costs, net	(32,852		)
Total	$	3,028,827

The Company capitalizes a portion of interest costs as a component of property under development. The following is a summary of interest expense, net for the years ended December 31, 2017, 2016 and 2015 (in thousands):



	2017			2016			2015
Interest on loans	$	135,023		$	101,181		$	92,140
Amortization of deferred financing costs	6,167			4,787			4,588
Credit facility and letter of credit fees	2,005			1,873			1,759
Interest cost capitalized	(9,879		)	(10,697		)	(18,547		)
Interest income	(192		)	—			(25		)
Interest expense, net	$	133,124		$	97,144		$	79,915