Debt

The components of long-term debt as of September 30, 2017, and December 31, 2016, were as follows:



	September 30, 2017			December 31, 2016
Master note and security agreement	$	128.7		$	152.6
Term loan A—$375.0 million due January 2021	360.9			376.9
Term loan B—$300.0 million due April 2021	288.7			290.6
Revolving credit facility—$725.0 million due January 2021	—			19.0
Senior unsecured notes—$300.0 million due May 2022	243.5			243.5
International term loan—$21.0 million	14.7			16.8
International revolving credit facility—$16.4 million	—			5.3
Equipment term loans	6.4			9.5
Other	1.3			1.6
Debt issuance costs	(11.0		)	(11.3		)
Total debt	$	1,033.2		$	1,104.5
Less: short-term debt and current portion of long-term debt	(66.8		)	(84.7		)
Long-term debt	$	966.4		$	1,019.8

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 $1.0 billion and $1.1 billion at September 30, 2017, and December 31, 2016, respectively. The fair value determination of the Company's total debt was categorized as Level 2 in the fair value hierarchy (see Note 11, "Financial Instruments and Fair Value Measurements," for the definition of Level 2 inputs).

2017 Senior Secured Credit Facility Amendment

The Company completed the second amendment to the Company's April 28, 2014 Senior Secured Credit Facility on February 10, 2017. This second amendment was completed to reduce the size of the revolving credit facility and Term Loan A and to extend the Company's debt maturity profile while maintaining the Company's current cost of borrowing and covenant structure. The amendment resulted in a loss on debt extinguishment of $2.6 million during the nine months ended September 30, 2017.

The revolving credit facility was lowered to a maximum borrowing amount of $725.0 million with a term of just under four years, maturing on January 4, 2021. The Term Loan A was lowered to an aggregate amount of $375.0 million with a term of just under four years, maturing on January 4, 2021, subject to certain required amortization. Borrowings under the revolving credit facility and Term Loan A loans made under the Senior Secured Credit Facility will initially bear interest at 2.00% in excess of reserve adjusted London Interbank Offered Rate ("LIBOR"), or 1.00% in excess of an alternate base rate. This amendment to the Senior Secured Credit Facility does not have an impact on the quarterly financial covenant requirements the Company is subject to.

The Senior Secured Credit Facility remains secured by substantially all of the unencumbered assets of the Company. The Senior Secured Credit Facility also requires the Company to provide additional collateral to the lenders in certain limited circumstances.

Debt Issuance Costs

Activity impacting the Company's debt issuance costs for the nine months ended September 30, 2017, was as follows:



	Debt Issuance Costs
Balance at December 31, 2016	$	11.3
Debt issuance costs from February 10, 2017 debt financing arrangement	3.2
Loss on debt extinguishment from April 28, 2014 debt financing arrangement	(1.1		)
Amortization of debt issuance costs	(2.4		)
Balance at September 30, 2017	$	11.0

2017 Loss on Debt Extinguishment

The Company incurred $4.7 million in debt issuance costs in conjunction with the second amendment to the Company's Senior Secured Credit Facility. In accordance with the accounting guidance for the treatment of debt issuance costs in a debt extinguishment, of the $4.7 million in new debt issuance costs, $3.2 million is classified as a reduction of long-term debt in the condensed consolidated balance sheets and $1.5 million was expensed and is classified as loss on debt extinguishment in the condensed consolidated statements of operations.

The loss on debt extinguishment recorded during the nine months ended September 30, 2017, was as follows:



	Loss on Debt Extinguishment
Debt issuance costs from April 28, 2014 debt financing arrangement	$	1.1
Debt issuance costs from February 10, 2017 debt financing arrangement	1.5
Total	$	2.6

2016 Gain on Debt Extinguishment

The gain on debt extinguishment recorded during the nine months ended September 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 nine months ended September 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 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 nine months ended September 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.

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 September 30, 2017:


•	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 September 30, 2017, the Company's total leverage ratio was 2.18 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 September 30, 2017, the Company's senior secured leverage ratio was 1.68 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 September 30, 2017, the Company's minimum interest coverage ratio was 7.19 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 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.