Long-Term and Other Debt

Outstanding Debt and Capital Leases

The following reflects our outstanding debt:



	As of
	September 30, 2017									December 31, 2016
	Face value		Unamortized debt discount/premium and deferred financing costs, net			Book value				Book value
Senior Secured Credit Facilities:
Revolver, varying interest rate, due 2018	$	—	$	—		$	—			$	45.0
Revolver, varying interest rate, due 2020	—		—			—				—
Term Loan B-1	—		—			—				2,183.5
Term Loan B-2	—		—			—				1,905.8
Term Loan B-3	—		—			—				—
Term Loan B-4	3,282.8		(83.8		)	3,199.0			Term Loan B-4	—
Senior Notes:
Secured Notes	2,100.0		32.4			2,132.4				936.3
Unsecured Notes	2,200.0		(31.4		)	2,168.6				2,164.0
Subordinated Notes:
2018 Notes	—		—			—				248.7
2020 Notes	243.5		(1.8		)	241.7				241.2
2021 Notes	340.6		(5.0		)	335.6				334.5
Capital lease obligations, 3.9% interest as of September 30, 2017 payable monthly through 2019	11.5		—			11.5				15.2
Total long-term debt outstanding	$	8,178.4	$	(89.6	)	$	8,088.8			$	8,074.2
Less: current portion of long-term debt						(39.9		)		(49.3		)
Long-term debt, excluding current portion						$	8,048.9			$	8,024.9
Fair value of debt⁽¹⁾	$	8,589.5								$	8,221.8

(1) Fair value of our fixed rate and variable interest rate debt is classified within level 2 in the fair value hierarchy and has been calculated based on the quoted market prices of our securities.

We were in compliance with the financial covenants under our debt agreements as of September 30, 2017.

October 2017 Financing Transaction

On October 17, 2017, we successfully completed the offering of our 5.000% Senior Secured Notes due 2025 (the "2025 Secured Notes") in the aggregate principal amount of $350.0 million (the "October 2017 Financing"). We intend to use the net proceeds of this offering, together with cash on hand and borrowings under the revolving credit facility under our credit agreement, to finance the NYX Acquisition, including the refinancing of certain indebtedness of NYX, and to pay related fees and expenses. If the NYX Acquisition is not consummated for any reason or other corporate needs arise, we may use the net proceeds from this offering for general corporate purposes, which may include the prepayment of term loan borrowings under our credit agreement.

Subsequent to the October 2017 Financing, the aggregate principal amount of Secured Notes and 2025 Secured Notes outstanding was $2,450.0 million.

August 2017 Refinancing Transaction

On August 14, 2017, we entered into an amendment to our credit agreement which provided for a $3,282.8 million senior secured term B-4 loan facility and extended the maturity from October 2021 to August 2024 as compared to the previous term B-3 loan facility. The net proceeds of the term B-4 loan facility were used to (a) prepay the balance on the term B-3 loans and (b) pay related fees and expenses (the “August 2017 Refinancing”).

In connection with the August 2017 Refinancing, we incurred $7.9 million in financing costs.

The new term B-4 loans that were entered into as part of the August 2017 Refinancing mature on August 14, 2024 and amortize in equal quarterly installments in an amount equal to 1.00% per annum of the stated principal amount thereof, with the remaining balance due at final maturity. The applicable margin for the new term B-4 loans is 3.25% per annum for eurocurrency (LIBOR) loans and 2.25% per annum for base rate loans, compared to 4.00% per annum for eurocurrency (LIBOR) loans and 3.00% per annum for base rate loans under the previous term B-3 loan facility.

February 2017 Refinancing Transactions

On February 14, 2017, we entered into an amendment to our credit agreement which provided for a $3,291.0 million senior secured term B-3 loan facility and reduced the commitments on the revolving credit facility to $556.2 million through October 2018, with a step-down in availability at that time to $381.7 million until the extended maturity in October 2020. We also successfully completed an additional offering of our Secured Notes in the aggregate principal amount of $1.15 billion (the "additional Secured Notes"). The net proceeds of the term B-3 loan facility and the additional Secured Notes were used to (a) prepay the balances on the term B-1 and term B-2 loans and the existing revolving credit facility, (b) redeem all $250.0 million aggregate principal amount of our outstanding 2018 Notes at a redemption price equal to 100% of the principal amount of the 2018 Notes, plus accrued and unpaid interest to but not including the redemption date (which redemption was completed on March 17, 2017) and (c) pay related fees and expenses (the "February 2017 Refinancing").

In connection with the February 2017 Refinancing, we recorded $27.9 million in financing costs presented primarily as a reduction to long-term debt.

Term Loan B-3

The new term B-3 loans that were entered into as part of the February 2017 Refinancing were prepaid in full in connection with the August 2017 Refinancing.

7.000% Senior Secured Notes due 2022

In connection with the February 2017 Refinancing, SGI issued $1.15 billion in aggregate principal amount of additional Secured Notes under the existing indenture governing the Secured Notes. Therefore the additional Secured Notes have the same terms as the previously issued $950.0 million in aggregate principal amount of Secured Notes initially issued in November 2014 except for the issue date and offering price. The additional Secured Notes and the initial Secured Notes are treated as a single series of debt securities for all other purposes under the indenture governing the Secured Notes.

For additional information regarding terms of our credit agreement and Secured Notes, see Note 16 (Long-Term and Other Debt) in our 2016 10-K.

(Loss) Gain on Debt Financing Transactions

The following are components of the (loss) gain on debt financing transactions resulting from debt extinguishment and modification accounting for the three and nine months ended September 30, 2017 and 2016:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017			2016
Repurchase and cancellation of principal balance at discount	$	—		$	—	$	—		$	26.0
Unamortized debt discount and deferred financing costs	(0.6		)	—		(26.4		)	(0.8		)
Third party debt issuance fees	(7.8		)	—		(11.7		)	—
Total (loss) gain on debt financing transactions	$	(8.4	)	$	—	$	(38.1	)	$	25.2