Long-Term Debt

The following table summarizes the carrying value of the Company’s long-term debt (in millions):



	April 1, 2017			December 31, 2016
Senior Notes	$	1,050		$	1,050
Term Loan	1,573			1,653
Less: Debt Issuance Costs	(20		)	(22		)
Less: Unamortized Discounts	(30		)	(33		)
Total outstanding debt	$	2,573		$	2,648

At April 1, 2017, the future maturities of long-term debt, excluding debt discounts and issuance costs, consisted of the following (in millions):



2017	$	—
2018	—
2019	—
2020	—
2021	1,573
Thereafter	1,050
Total maturities of long-term debt	$	2,623

The estimated fair value of our long-term debt approximated $2.7 billion at April 1, 2017 and $2.8 billion at December 31, 2016. These fair value amounts represent the estimated value at which the Company’s lenders could trade its debt within the financial markets and does not represent the settlement value of these long-term debt liabilities to the Company. The fair value of the long-term debt will continue to vary each period based on fluctuations in market interest rates, as well as changes to the Company’s credit ratings. This methodology resulted in a Level 2 classification in the fair value hierarchy.

Credit Facilities

On October 27, 2014, the Company entered into a credit agreement (the “Credit Agreement”) which provided for a term loan of

$2.2 billion (“Term Loan”) and a revolving credit facility of $250 million (“Revolving Credit Facility”). The Company entered into amendments to the Credit Agreement on June 2, 2016 and December 6, 2016 (the “2016 Amendments”), respectively, which lowered the index rate spread for LIBOR loans from LIBOR + 400 bps down to LIBOR + 250 bps. In accounting for the 2016 Amendments, the Company applied the provisions of ASC 470-50, Modifications and Extinguishments. The evaluation of the accounting was done on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. As a result, the Company recorded expenses in the fiscal year 2016, primarily related to costs incurred with third-parties for arranger, legal, and other services and the loss incurred on the extinguished debt totaling $4.4 million. These expenses are reflected as non-operating expenses on the year ended December 31, 2016 Consolidated Statement of Operations. As a result of the 2016 Amendments, the Company paid $4.9 million to the creditors in exchange for the modification and reported it as debt discount which is being amortizing over the life of the modified debt using the interest method. Borrowings under the Term Loan, as amended, bear interest at a variable rate subject to a floor of 3.25%.

As of April 1, 2017, the Term Loan interest rate was 3.60%. Interest payments are payable quarterly. The Company has entered into interest rate swaps to manage interest rate risk on its long-term debt. See Note 7, Derivative Instruments for further details.

The Credit Agreement, as amended, requires the Company to repay a set amount of principal and accrued interest on the Term Loan on a quarterly basis. The Credit Agreement also requires the Company to prepay certain amounts in the event of certain circumstances or transactions, as defined in the Credit Agreement. The Company may make optional prepayments against the Term Loan, in whole or in part, without premium or penalty. The Company made optional principal prepayments of $80 million in the current quarter. In April 2017, the Company made total additional optional principal prepayments of $50 million. The Term Loan, unless amended, modified, or extended, will mature on October 27, 2021 (the “Term Loan Maturity Date”). To the extent not previously paid, the Term Loan (or Term Loans, as the case may be) are due and payable on the Term Loan Maturity Date. At such time, the Company will be required to repay all outstanding principal, accrued and unpaid interest and other charges in accordance with the Credit Agreement. Assuming the Company makes no further optional prepayments on the Term Loan, the outstanding principal as of the Term Loan Maturity Date will be approximately $1.6 billion.

The Credit Agreement requires the Company to prepay the Revolving Credit Facility, under certain circumstances or transactions defined in the Credit Agreement. The Revolving Credit Facility is available for working capital and other general corporate purposes including letters of credit. The amount (including letters of credit) cannot exceed $250 million. As of April 1, 2017, the Company established letters of credit totaling $4 million, which reduced funds available for other borrowings under the agreement to $246 million. The Revolving Credit Facility will mature and the related commitments will terminate on October 27, 2019.

Borrowings under the Revolving Credit Facility bear interest at a variable rate plus an applicable margin. As of April 1, 2017, the Revolving Credit Facility interest rate was 3.65%. Interest payments are payable quarterly. As of April 1, 2017 and April 2, 2016, the Company did not have any borrowings against the Revolving Credit Facility.

On April 1, 2017, the Company was in compliance with all covenants.

Debt issuance costs have a remaining balance to be amortized of $20 million and are recorded within Long-term debt on the Consolidated Balance Sheet for the quarter ending April 1, 2017; $16 million relates to the Senior Notes, $1 million relates to the Term Loan, and $3 million relates to the Revolver. These costs are amortized over 8, 7 and 5 years, respectively.