Debt

The components of long-term debt as of June 30, 2016, and December 31, 2015, were as follows:



	June 30, 2016			December 31, 2015
Master note and security agreement	$	173.4		$	260.4
Term loan A—$450.0 million due April 2019	393.8			410.6
Term loan B—$300.0 million due April 2021	291.9			293.2
Revolving credit facility—$850.0 million due April 2019	60.0			70.8
Senior unsecured notes—$300.0 million due May 2022	243.5			300.0
International term loan—$19.7 million due December 2021	19.7			—
International revolving credit facility—$12.7 million	—			—
Equipment term loans	11.5			13.4
Other	1.7			2.2
Debt issuance costs	(13.1		)	(16.1		)
Total debt	$	1,182.4		$	1,334.5
Less: short-term debt and current portion of long-term debt	(85.8		)	(94.6		)
Long-term debt	$	1,096.6		$	1,239.9

Gain on Debt Extinguishment

The gain on debt extinguishment recorded during the six months ended June 30, 2016, was as follows:



	Master Note and Security Agreement			Senior Unsecured Notes			Total
Principal amount repurchased	$	60.1		$	56.5		$	116.6

Repurchase price	61.2			42.5			103.7
Less: accrued interest paid	(1.2		)	(1.1		)	(2.3		)
Net repurchase price	60.0			41.4			101.4

Debt financing fees expensed	(0.1		)	—			(0.1		)
Debt issuance costs expensed	(0.2		)	(0.8		)	(1.0		)
Gain (loss) on debt extinguishment	$	(0.2	)	$	14.3		$	14.1

Master Note and Security Agreement Tender

The Company redeemed $60.1 million of its senior notes under the Master Note and Security Agreement, resulting in a net loss on debt extinguishment of $0.2 million during the six months ended June 30, 2016. All tendered senior notes under the Master Note and Security Agreement were canceled. The Company used cash flows from operating activities and borrowings under its revolving credit facility to fund the tender. The tender was primarily completed to reallocate debt to the lower interest rate revolving credit facility and thereby reduce interest expense based on current London Interbank Offered Rate ("LIBOR") rates.

Senior Unsecured Note Repurchases

The Company repurchased $56.5 million of its $300.0 million aggregate principal amount of unsecured 7.0% senior notes due May 1, 2022, (the "Senior Unsecured Notes") in the open market, resulting in a net gain on debt extinguishment of $14.3 million during the six months ended June 30, 2016. All repurchased Senior Unsecured Notes were canceled. The Company used cash flows from operating activities and borrowings under its revolving credit facility to fund the repurchases. These repurchases were primarily completed to efficiently reduce debt balances and interest expense based on current LIBOR rates.

International Debt Obligations

The Company entered into a fixed rate Euro denominated international term loan on December 28, 2015, for purposes of financing certain capital expenditures and general business needs. The term loan has a term of six years maturing on December 28, 2021. The $19.7 million term loan was fully funded as of June 30, 2016, through an $18.5 million tranche with a five year life maturing on December 31, 2020, bearing interest at a fixed rate of 1.72% and a $1.2 million tranche with a five year life maturing on March 31, 2021, bearing interest at a fixed rate of 1.71%.

Fair Value of Debt

Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company's total debt was approximately $1.2 billion at June 30, 2016, and December 31, 2015. The fair value determination of the Company's total debt was categorized as Level 2 in the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 2 inputs).

Covenants and Compliance

The Company's various lending arrangements include certain financial covenants (all financial terms, numbers and ratios are as defined in the Company's debt agreements). Among these covenants, the Company was required to maintain the following as of June 30, 2016:


•	Total Leverage Ratio. On a rolling twelve-month basis, the total leverage ratio, defined as total consolidated debt to consolidated EBITDA, shall not exceed 3.75 to 1.00 (for the twelve months ended June 30, 2016, the Company's total leverage ratio was 2.45 to 1.00).


•	Senior Secured Leverage Ratio. On a rolling twelve-month basis, the senior secured leverage ratio, defined as senior secured debt to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended June 30, 2016, the Company's senior secured leverage ratio was 1.96 to 1.00).


•	Minimum Interest Coverage Ratio. On a rolling twelve-month basis, the minimum interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, shall not be less than 3.50 to 1.00 (for the twelve months ended June 30, 2016, the Company's minimum interest coverage ratio was 6.27 to 1.00).

The indenture underlying the Senior Unsecured Notes contains various covenants, including, but not limited to, covenants that, subject to certain exceptions, limit the Company's and its restricted subsidiaries' ability to incur and/or guarantee additional debt; pay dividends, repurchase stock or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate, transfer or dispose of substantially all of the Company's consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates.

In addition to those covenants, the Company's $1.6 billion senior secured credit facility (the "Senior Secured Credit Facility") also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock, including the following:


•	If the Company's total leverage ratio is greater than 3.00 to 1.00 (as defined in the Senior Secured Credit Facility), the Company is prohibited from making greater than $120.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the total leverage ratio is less than 3.00 to 1.00, there are no such restrictions.

•

If the Company's senior secured leverage ratio is greater than 3.00 to 1.00 or the Company's total leverage ratio is greater than 3.50 to 1.00 (these ratios as defined in the Senior Secured Credit Facility), the Company is prohibited from voluntarily prepaying any of the Senior Unsecured Notes and from voluntarily prepaying any other unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on the Senior Unsecured Notes or any other unsecured or subordinated debt). If the senior secured leverage ratio is less than 3.00 to 1.00 and the total leverage ratio is less than 3.50 to 1.00, there are no such restrictions.