Long-Term Debt

Long-term debt consists of the following (in millions):



	As of
	June 30, 2017			December 31, 2016
Term Loan Facility (due February 17, 2024)	$	6,421.0		$	5,046.1
2017 Senior Notes (due May 15, 2024)	1,500.0			—
2015 Senior Notes (due January 12, 2022)	1,250.0			1,250.0
2014 Senior Notes (due April 1, 2022)	2,250.0			2,250.0
Tim Hortons Notes (a)	5.0			40.6
Other	84.1			85.4
Less: unamortized deferred financing costs and deferred issue discount	(200.8		)	(187.1		)
Total debt, net	11,309.3			8,485.0
Less: current maturities of debt	(56.4		)	(74.8		)
Total long-term debt	$	11,252.9		$	8,410.2


(a)	$35.6 million of Tim Hortons Notes were repaid on June 1, 2017, the original maturity date.

Refinancing of Credit Facilities

On February 17, 2017, two of our subsidiaries (the “Borrowers”) entered into a second amendment (the “Second Amendment”) to the credit agreement governing our senior secured term loan facility (the “Term Loan Facility”) and our senior secured revolving credit facility of up to $500.0 million of revolving extensions of credit outstanding at any time (including revolving loans, swingline loans and letters of credit) maturing on December 12, 2019 (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). Under the Second Amendment, (i) the outstanding aggregate principal amount under our Term Loan Facility was decreased to $4,900.0 million as a result of a repayment of $146.1 million from cash on hand, (ii) the interest rate applicable to our Term Loan Facility was reduced to, at our option, either (a) a base rate plus an applicable margin equal to 1.25%, or (b) a Eurocurrency rate plus an applicable margin equal to 2.25%, (iii) the maturity of our Term Loan Facility was extended from December 12, 2021 to February 17, 2024, and (iv) the Borrowers and their subsidiaries were provided with additional flexibility under certain negative covenants, including incurrence of indebtedness, making of investments, dispositions and restricted payments, and prepayment of subordinated indebtedness. Except as described herein, the Second Amendment did not materially change the terms of the Credit Facilities.

In connection with the Second Amendment, we capitalized approximately $11.3 million in debt issuance costs and recorded a loss on early extinguishment of debt of $20.4 million during the six months ended June 30, 2017. The loss on early extinguishment of debt primarily reflects the write-off of unamortized debt issuance costs and discounts.

Incremental Term Loans

In connection with the Popeyes Acquisition, we obtained an incremental term loan in the aggregate principal amount of $1,300.0 million (the “Incremental Term Loan No. 1”) under our Term Loan Facility. Also, simultaneously and in connection with the issuance of the 2017 Senior Notes (described below), we obtained an additional incremental term loan in the aggregate principal amount of $250.0 million (the "Incremental Term Loan No. 2" and together with the Incremental Term Loan No. 1, the "Incremental Term Loans") under our Term Loan Facility. The Incremental Term Loans bear interest at the same rate as the Term Loan Facility and also mature on February 17, 2024. In connection with the Incremental Term Loan No. 1, Popeyes was included as loan guarantor and its assets as collateral, under the Credit Facilities. Except as described herein, there were no other material changes to the terms of the Credit Facilities. Debt issuance costs capitalized in connection with the Incremental Term Loans were approximately $23.0 million.

Revolving Credit Facility

As of June 30, 2017, we had no amounts outstanding under our Revolving Credit Facility. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or share repurchases, to fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125.0 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit. As of June 30, 2017, we had $1.6 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability was $498.4 million.

2017 Senior Notes

On May 17, 2017, the Borrowers entered into an indenture (the "2017 Senior Notes Indenture") in connection with the issuance of $1,500.0 million of 4.25% first lien senior notes due May 15, 2024 (the "2017 Senior Notes"). No principal payments are due until maturity and interest is paid semi-annually. We expect to use the net proceeds from the offering of the 2017 Senior Notes, together with other sources of liquidity, to redeem all or a portion of the outstanding Class A 9.0% cumulative compounding perpetual voting preferred shares and for other general corporate purposes. In connection with the issuance of the 2017 Senior Notes, we capitalized approximately $12.6 million in debt issuance costs.

Obligations under the 2017 Senior Notes are guaranteed on a senior secured basis, jointly and severally, by the Borrowers and substantially all of the Borrowers' Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger King Worldwide, Inc., Popeyes Louisiana Kitchen, Inc. and substantially all of their respective Canadian and U.S. subsidiaries (the "Note Guarantors"). The 2017 Senior Notes are first lien senior secured obligations and rank equal in right of payment with all of the existing and future senior debt of the Borrowers and Note Guarantors, including borrowings and guarantees of the Credit Facilities.

Our 2017 Senior Notes may be redeemed in whole or in part, on or after May 15, 2020 at the redemption prices set forth in the 2017 Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 2017 Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.

Fair Value Measurement

The fair value of our variable rate term debt and bonds is estimated using inputs based on bid and offer prices that are Level 2 inputs and was $11.5 billion and $8.8 billion at June 30, 2017 and December 31, 2016, respectively, compared to a principal carrying amount of $11.4 billion and $8.6 billion, respectively on the same dates.

Interest Expense, net

Interest expense, net consists of the following (in millions):



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Debt	$	118.9		$	103.5		$	218.9		$	204.7
Capital lease obligations	5.0			5.0			10.0			9.8
Amortization of deferred financing costs and debt issuance discount	8.2			9.6			16.7			19.3
Interest income	(4.1		)	(0.9		)	(6.2		)	(1.5		)
Interest expense, net	$	128.0		$	117.2		$	239.4		$	232.3

Other

On March 27, 2017, we repaid $155.5 million of debt assumed in connection with the Popeyes Acquisition.