Debt (Tables)

12 Months Ended

Dec. 31, 2017

The Company has long-term debt as follows:



	At December 31,
	2017		2016
In thousands
Revolving credit agreement	$	140,074	$	212,605
Term loan	84,375		91,250
Convertible notes	181,153		113,203
Total	405,602		417,058
Less current portion	7,500		120,078
Total excluding current portion	$	398,102	$	296,980

Schedule of maturities of long-term debt

The aggregate annual maturities of long-term debt for each of the next five years are approximately as follows:



In thousands
2018	$	7,500
2019	$	9,375
2020	$	207,574
2021	$	—
2022	$	—

Schedule of line of credit facilities

The following table shows the amounts available for borrowing under the Company's revolving credit facility:



	At December 31,
	2017		2016
In thousands
Total facility	$	600,000	$	600,000
Amounts outstanding, excluding letters of credit	140,074		212,605
Amounts available for borrowing, excluding letters of credit	459,926		387,395
Letters of credit under the credit facility	6,455		5,655
Amounts available for borrowing	$	453,471	$	381,740

Amounts available for borrowing subject to EBITDA, as defined by the Credit Agreement	$	246,031	$	209,467

Interest rate on credit facility

The interest rate for the outstanding amounts on both the revolving credit facility and term loan commitment are as follows:

2017 Notes

Debt Instrument

Schedule of equity and liability components in convertible debt

2017 Notes



	2017 Notes
	December 31, 2017		December 31, 2016
In thousands
Principal amount of liability	$	—	$	115,000
Unamortized discount	—		1,797
Carrying value of liability	$	—	$	113,203

Schedule of extinguishment of debt

See below for further details on the loss on extinguishment:



In thousands
Carrying value of 2017 Notes	$	113,943

Carrying value of Redeemed Debt	$	102,548
Fair value of consideration transferred allocated to debt component⁽¹⁾	103,637
Loss on extinguishment of 2017 Notes⁽²⁾	$	(1,089	)
Acceleration of the related portion of debt issuance cost⁽³⁾	(297		)
Total loss on extinguishment of 2017 Notes⁽⁴⁾	$	(1,386	)

⁽¹⁾The fair value of consideration transferred was calculated using a discount rate of 3%, representing the Company's borrowing rate at the date of issuance for a similar debt instrument with a remaining expected life of six months (for the 2017 Notes).

⁽²⁾The majority of this balance relates to the write-off of approximately $1.0 million, 90% of the unamortized debt discount.

⁽³⁾The Company determined that in connection with the repurchase of the 2017 Notes, 90% of the unamortized debt issuance costs should be written off, representing the approximate outstanding portion of these costs related to the notes repurchased.

⁽⁴⁾This loss is included in interest expense, net on the Company's Consolidated Statement of Operations.

Interest expense associated with convertible notes

Interest expense associated with the 2017 Notes consisted of the following:



	For the year ended December 31,
	2017		2016		2015
In thousands
Contractual coupon rate of interest	$	3,270	$	3,738	$	3,738
Accretion of convertible notes discount	1,797		2,144		2,035
Interest expense - convertible notes	$	5,067	$	5,882	$	5,773

2024 Notes

Debt Instrument

Use of Proceeds

Use of proceeds from the issuance of the 2024 Notes was as follows:



In thousands
Proceeds:
Gross proceeds	$	200,000
Commission fees and other expenses⁽¹⁾	(7,348		)
Net proceeds	$	192,652
Use of Proceeds:
Cost to repurchase $103.5 million aggregate principal amount of 2017 Notes⁽²⁾	$	(106,744	)
Cost for capped call transaction related to 2024 Notes	(20,500		)
Payment made to reduce revolving credit facility⁽³⁾	(65,408		)
Total use of proceeds	$	(192,652	)

⁽¹⁾Debt issuance fees paid to the counterparties and other expenses (i.e. legal and accounting fees) related to the issuance of the 2024 Notes were capitalized.

⁽²⁾The total aggregate cost to repurchase 90% of the 2017 Notes was $165.3 million, of which $58.6 million was repaid using the proceeds received from the unwind of the bond hedge transactions. Included in this balance is $1.7 million of related accrued interest payments.

⁽³⁾Additional payments to the revolving credit facility were made from proceeds received as part of the bond hedge settlement related to the repurchase of the 2017 Notes. See the 2017 Notes section below for further discussion.

10. DEBT (CONTINUED)

Schedule of changes in conversion rate for convertible notes

The following table illustrates the conversion rate at the date of issuance of the 2024 Notes:



2024 Notes
Conversion Rate per $1,000 principal amount ⁽¹⁾	15.3227
Conversion Price ⁽²⁾	$	65.2626
Contingent Conversion Price ⁽³⁾	$	84.84
Aggregate shares to be issued upon conversion ⁽⁴⁾	3,064,540

⁽¹⁾ Represents the number of shares of Common Stock hypothetically issuable per each $1,000 principal amount of 2024 Notes, subject to adjustments upon the occurrence of certain specified events in accordance with the terms of the Indenture.

⁽²⁾ Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the 2024 Notes. If the Company's share price exceeds the conversion price at conversion, the noteholders would be entitled to receive additional consideration either in cash, shares or a combination thereof, the form of which is at the sole discretion of the Company.

⁽³⁾ Prior to November 1, 2023, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after July 1, 2017, and only during any such fiscal quarter, if the last reported sale price of the Company's common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter, (2) during the five consecutive business day period following any ten consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. If the Company undergoes a fundamental change (as defined in the Indenture), holders of the notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount to be repurchased, plus any accrued and unpaid interest. As of December 31, 2017, none of the conditions permitting the holders of the 2024 Notes to convert had been met. Therefore, the 2024 Notes are classified as long-term debt.

⁽⁴⁾ This represents the number of shares hypothetically issuable upon conversion of 100% of the outstanding aggregate principal amount of the 2024 Notes at each date; however, the terms of the 2024 Notes state that the Company may pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. The Company currently intends to settle the aggregate principal amount in cash. Amounts due in excess of the principal, if any, also may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election.

Schedule of equity and liability components in convertible debt

The carrying amount of the equity component and the principal amount of the liability component, the unamortized discount and the net carrying value of the liability are as follows:



	2024 Notes
	December 31, 2017		December 31, 2016
In thousands
Principal amount of liability	$	200,000	$	—
Unamortized discount	18,847		—
Carrying value of liability	$	181,153	$	—

Equity component	$	20,459	$	—

Interest expense associated with convertible notes

Interest expense associated with the 2024 Notes consisted of the following:



	For the year ended December 31,
	2017		2016		2015
In thousands
Contractual coupon rate of interest	$	4,207	$	—	$	—
Accretion of convertible notes discount	1,612		—		—
Interest expense - convertible notes	$	5,819	$	—	$	—

At December 31,

Interest rate