Debt

Outstanding long-term debt was as follows:



	March 31, 2017		December 31, 2016
Senior long-term debt:
Senior Secured Credit Facility (stated maturity dates June 2018, June 2019 and March 2021), net of discount	$	1,494,064	$	1,497,869
Senior Notes due 2019 (stated maturity date September 2019), net of discount	1,366,440		1,388,036
Total senior long-term debt	2,860,504		2,885,905
Other debt:
Lines of credit	63,449		66,081
Notes payable and other debt	669,129		650,184
Total senior and other debt	3,593,082		3,602,170
Capital lease obligations and sale-leaseback financings	255,320		250,842
Total long-term debt	3,848,402		3,853,012
Less: total unamortized deferred financing costs	40,704		44,648
Less: current portion of long-term debt	177,883		178,989
Long-term debt, less current portion	$	3,629,815	$	3,629,375

Debt Refinancing

During the second quarter of 2017, the Company completed refinancing transactions that resulted in repayment of the Senior Secured Credit Facility and the commencement of the process to redeem the 9.250% Senior Notes due 2019 (the Senior Notes due 2019) (other than $250,000 in aggregate principal amount of the Senior Notes due 2019 that the Company exchanged on April 21, 2017 for substantially identical but non-redeemable notes issued under a new indenture (the Exchanged Notes)). For further description of the refinancing transactions, see Note 17, Subsequent Events.

Estimated Fair Value of Debt

The estimated fair value of our debt was determined using observable market prices, as the majority of our securities, including the Senior Secured Credit Facility and the Senior Notes due 2019, are traded in a brokered market. The fair value of our remaining debt instruments approximates carrying value based on their terms. As of March 31, 2017 and December 31, 2016, our long-term debt was classified as Level 2 within the fair value hierarchy, based on the frequency and volume of trading in the brokered market. The estimated fair value of our debt was as follows:



	March 31, 2017				December 31, 2016
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Total senior and other debt	$	3,593,082	$	3,658,354	$	3,602,170	$	3,632,853

Senior Notes due 2019 - Note Exchange Transaction

On April 15, 2016, Laureate entered into separate, privately negotiated note exchange agreements (the Note Exchange Agreements) with certain existing holders (the Existing Holders) of the outstanding Senior Notes due 2019, pursuant to which we will exchange (the Note Exchange) $250,000 in aggregate principal amount of Senior Notes due 2019 for shares of the Company's Class A common stock. The exchange is to be completed within one year and one day after the consummation of an initial public offering of our common stock that generates gross proceeds of at least $400,000 or 10% of the equity value of the Company (a Qualified Public Offering). As discussed in Note 1, Description of Business, on February 6, 2017, the Company completed an initial public offering of its Class A common stock at a price per share of $14.00 that qualified as a Qualified Public Offering.

The number of shares of Class A common stock issuable will equal 104.625% of the aggregate principal amount of Senior Notes due 2019 to be exchanged, or $261,600, divided by $14.00, the initial public offering price per share of common stock in the Qualified Public Offering. Upon completion of the Note Exchange, the Company shall (i) issue to the Existing Holders 18,683 shares of the Company’s Class A common stock in connection with the Note Exchange and (ii) pay cash to the Exchanging Holders in an amount equal to the interest and special interest accrued with respect to the Exchanged Notes to, but excluding, the date of consummation of the Note Exchange. Shares of the Company’s Class A common stock issued in the Note Exchange have been reserved for issuance by the Company and will be listed on the Nasdaq Global Select Market.

The Note Exchange Agreements also provided that, within 60 days after the consummation of a Qualified Public Offering, at the option of the Existing Holders or their transferees, we would repurchase up to an additional $62,500 aggregate principal amount of Senior Notes due 2019 at the redemption price set forth in Section 3.07 of the indenture governing the Senior Notes due 2019 that is applicable as of the date of pricing of the Qualified Public Offering, plus accrued and unpaid interest and special interest. On March 1, 2017, in accordance with the Note Exchange Agreements, we repurchased Senior Notes due 2019 with an aggregate principal amount of $22,556 at a repurchase price of 104.625% of the aggregate principal amount, for a total payment of $23,599; the difference was recognized as Loss on debt extinguishment along with the portion of unamortized debt issuance costs that were written off.

Certain Covenants

As of March 31, 2017, our senior long-term debt contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. In connection with the extension of our revolving line of credit facility in July 2015, we are now subject to a Consolidated Senior Secured Debt to Consolidated EBITDA financial maintenance covenant, as defined in the Amended and Restated Credit Agreement, beginning in the third quarter of 2015, unless certain conditions are satisfied. As of March 31, 2017, the conditions were satisfied and, therefore, we were not subject to the financial maintenance covenant. The maximum ratio, as defined, is 5.30x, 4.50x and 3.50x at December 31, 2015, 2016 and 2017, respectively. The ratios as of March 31, 2017 and December 31, 2016 were 2.34x and 2.79x, respectively. In addition, notes payable at some of our locations contain financial maintenance covenants. We are in compliance with our debt covenants.