FINANCING ARRANGEMENTS

6 Months Ended

Jun. 30, 2019

The following table is a summary of the Company’s financing arrangements (in thousands):



Current Obligations:	June 30, 2019			December 31, 2018
Senior secured Term Loan Agreement ("Term Loan Agreement")	$	7,535		$	7,535

Long-Term Obligations:
Senior secured Term Loan Agreement due June 30, 2024	$	730,929		$	734,697
Senior unsecured notes, at 5.125%, due June 1, 2021 ("2021 Notes")	845,000			845,000
Long-term obligations, at par	$	1,575,929		$	1,579,697
Unamortized debt issuance costs and premium, net	(12,940		)	(14,676		)
Long-term obligations, at carrying value	$	1,562,989		$	1,565,021

Financing Activities

At June 30, 2019 and December 31, 2018, the fair value of the Term Loan Agreement debt was $739.4 million and $707.0 million, respectively, based on quoted market prices or other available market data. At June 30, 2019 and December 31, 2018, the fair value of the Company's 2021 Notes was $847.1 million and $845.0 million, respectively, based on quoted market prices for the instrument. The fair values of the Company's currently outstanding term loans under the Term Loan Agreement (the "Term Loans") and 2021 Notes are considered Level 2 measures according to the fair value hierarchy.

The Company also maintains a $400.0 million revolving credit facility under which the Company had no outstanding loan balance as of June 30, 2019 and December 31, 2018. At June 30, 2019, approximately $217.0 million was available to borrow and outstanding letters of credit were $153.5 million. At December 31, 2018, $235.4 million was available to borrow and outstanding letters of credit were $130.1 million.

Senior Unsecured Notes. On July 2, 2019, the Company completed a private placement of $545.0 million aggregate principal amount of 4.875% senior unsecured notes due 2027 (the “2027 Notes”) and $300.0 million aggregate principal amount of 5.125% senior unsecured notes due 2029 (the “2029 Notes,” and together with the 2027 Notes, the “New Notes”).

The 2027 Notes will mature on July 15, 2027, and the 2029 Notes will mature on July 15, 2029. Interest payments on each series of the New Notes will be paid semiannually on January 15 and July 15, commencing on January 15, 2020.

The Company may redeem all or any portion of the 2027 Notes prior to July 15, 2022 or the 2029 Notes prior to July 15, 2024 at a redemption price equal to 100% of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, to the date of redemption. Additionally, prior to July 15, 2022 for the 2027 Notes and July 15, 2024 for the 2029 Notes, the Company may use cash proceeds of one or more equity offerings to redeem up to 35% in aggregate principal of the 2027 Notes or the 2029 Notes at a redemption price equal to 104.875% or 105.125%, respectively, plus accrued and unpaid interest thereon, if any, up to the date of redemption.

After the dates in the preceding paragraph, the Company may redeem all or any portion of the New Notes which remain outstanding at any time upon proper notice at the following redemption prices if redeemed during the twelve-month period commencing on July 15 of the years set forth below plus accrued and unpaid interest, if any, to the date of redemption:

2027 Notes



Year	Percentage
2022	102.438	%
2023	101.210	%
2024 and thereafter	100.000	%

2029 Notes



Year	Percentage
2024	102.563	%
2025	101.281	%
2026 and thereafter	100.000	%

The New Notes and the related indenture contains various customary non-financial covenants and are guaranteed by substantially all of the Company’s current and future domestic subsidiaries.

Concurrently with the closing of the New Notes on July 2, 2019, the Company purchased, using a portion of the net proceeds from the sale of the New Notes, an aggregate principal amount of $701.0 million of the 2021 Notes. The total amount paid in purchasing the 2021 Notes was $706.2 million including $3.1 million of accrued interest. On July 17, 2019, the Company redeemed the remaining $144.0 million outstanding 2021 Notes, including $0.9 million of accrued interest, using the remaining net proceeds from the sale of the New Notes and available cash. In connection with this early redemption of the 2021 Notes, the Company expects to record a loss on early extinguishment of debt of approximately $6.0 million in the third quarter of 2019. With the repurchase of the 2021 Notes, none of the Company’s outstanding debt is registered under the Securities Act of 1933, as amended.

Cash Flow Hedges

The Company’s strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements. Although the interest rate on all $738.5 million aggregate principal amount of Term Loans which were outstanding on June 30, 2019 is variable under the Term Loan Agreement, the Company has effectively fixed the interest rate on $350.0 million aggregate principal amount of the Term Loans outstanding by entering into interest rate swap agreements with a notional amount of $350.0 million. Under the terms of the interest rate swap agreements, the Company receives interest based on the one-month LIBOR index and pays interest at a weighted average annual interest rate of approximately 2.92%. When combined with the 1.75% interest rate margin for Eurocurrency borrowings, the effective annual interest rate on such $350.0 million aggregate principal amount of Term Loans is therefore approximately 4.67%.

The Company recognizes derivative instruments as either assets or liabilities on the balance sheet at fair value. No ineffectiveness has been identified on these swaps and, therefore, all unrealized changes in fair value are recorded in accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the statement of operations in the same period or periods during which the hedged transaction affects earnings.

As of June 30, 2019 and December 31, 2018, the Company has recorded a derivative liability with a fair value of $22.0 million and $8.8 million, respectively, within accrued expenses in connection with these cash flow hedges.

The fair value of the interest rate swaps included in the Level 2 tier of the fair value hierarchy is calculated using discounted cash flow valuation methodologies based upon the one-month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the interest rate swaps. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotation, or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.