

	December 31, 2019		December 31, 2018
Senior long-term debt:
Senior Secured Credit Facility (stated maturity dates of October 2024 as of December 31, 2019 and April 2022 and April 2024 as of December 31, 2018), net of discount	$	202,400	$	1,321,629
Senior Notes (stated maturity date May 2025)	800,000		800,000
Total senior long-term debt	1,002,400		2,121,629
Other debt:
Lines of credit	14,542		37,899
Notes payable and other debt	328,153		503,182
Total senior and other debt	1,345,095		2,662,710
Finance lease obligations and sale-leaseback financings	100,113		119,443
Total long-term debt and finance leases	1,445,208		2,782,153
Less: total unamortized deferred financing costs	66,069		88,241
Less: current portion of long-term debt and finance leases	118,822		100,818
Long-term debt and finance leases, less current portion	$	1,260,317	$	2,593,094

Pursuant to the February 1, 2018 amendment, the interest rate margins applicable to the 2024 Term Loan were amended to 3.50% for LIBOR term loans and 2.50% for ABR term loans and such interest rate margins were no longer based upon the Company’s consolidated total debt to consolidated EBITDA ratio. The amendment effectively reduced the current interest rate margins applicable to the outstanding term loans, which prior to the amendment were based on the Company’s consolidated total debt to consolidated EBITDA ratio, by 100 basis points, from 4.50% to 3.50% for LIBOR term loans, and 3.50% to 2.50% for ABR term loans.

As of December 31, 2018, all loans outstanding under the 2024 Term Loan were LIBOR loans and had a total interest rate of 6.03% and the total balance outstanding was $1,228,129. As discussed in Note 6, Dispositions and Asset Sales, the sale of St. Augustine was completed on February 1, 2019 and the Company used $340,000 of the net proceeds to repay a portion of the 2024 Term Loan. During the second quarter of 2019, the Company fully repaid the remaining balance outstanding under its 2024 Term Loan, using the proceeds received from the sales of its operations in India, Spain and Portugal, as discussed in Note 6, Dispositions and Asset Sales.

As a subfacility under the Revolving Credit Facility, the Third A&R Credit Agreement provides for letter of credit commitments in the aggregate amount of $50,000. The Third A&R Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company, not to exceed the greater of (a) $565,000 or (b) 100% of the consolidated EBITDA of the Company, plus additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, on a pro forma basis, does not exceed 2.75x.

As of December 31, 2019, the Revolving Credit Facility had a total outstanding balance of $202,400, which consisted of $121,300 of LIBOR Loans that had an average interest rate of 3.61% and $81,100 of ABR loans that had an interest rate of 5.75%. Prior to the Third A&R Credit Agreement, the Revolving Credit Facility bore interest at a per annum interest rate, at the option of the Company, at either the LIBO rate or the Alternate Base Rate (ABR) rate plus an applicable margin of 3.75% per annum or 3.50% per annum for LIBO rate loans, and 2.75% per annum or 2.50% per annum for ABR rate loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Second Amended and Restated Credit Agreement. As of December 31, 2018, the Revolving Credit Facility consisted entirely of ABR loans that had an interest rate of 8.25%, with total outstanding balances of $93,500.

Laureate Education, Inc. is the borrower under our Senior Secured Credit Facility. All of Laureate’s required United States legal entities, excluding certain subsidiaries that the Company considers dormant based on the lack of activity, Walden University, LLC (Walden), Kendall, NewSchool of Architecture and Design (NewSchool), and National Hispanic University (NHU), are guarantors of the Senior Secured Credit Facility, and all of the guarantors’ assets, both real and intangible, are pledged as collateral. Certain Walden assets are also pledged as collateral, including all of Walden’s United States receivables other than Title IV student loans, all of its copyrights, patents, and trademarks. As of December 31, 2019 and 2018, the carrying value of the Walden receivables and intangibles pledged as collateral was $400,484 and $403,658, respectively. Additionally, not more than 65% of the shares held directly by United States guarantors in non-domestic subsidiaries are pledged as collateral.

On April 26, 2017, we completed an offering of $800,000 aggregate principal amount of 8.250% Senior Notes due 2025 (the Senior Notes due 2025).The Senior Notes due 2025 were issued at par and will mature on May 1, 2025. Interest on the Senior Notes due 2025 is payable semi-annually on May 1 and November 1, and the first interest payment date was November 1, 2017. We may redeem the Senior Notes due 2025, in whole or in part, at any time on or after May 1, 2020, at redemption prices starting at 106.188% of the principal amount thereof and decreasing from there each year thereafter until May 1, 2023, plus accrued and unpaid interest. From and after May 1, 2023, we may redeem all or part of the Senior Notes due 2025 at a redemption price of 100%, plus accrued and unpaid interest. We may also redeem up to 40% of the Senior Notes due 2025 using the proceeds of certain equity offerings completed before May 1, 2020, at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest. In addition, at any time prior to May 1, 2020, we may redeem the Senior Notes due 2025, in whole or in part, at a price equal to 100% of the principal amount, plus a ‘‘make-whole’’ premium, plus accrued and unpaid interest.

The estimated fair value of our debt was determined using observable market prices since the majority of our securities, including the Senior Secured Credit Facility and the Senior Notes due 2025, are traded in a brokered market. The fair value of our remaining debt instruments approximates carrying value based on their terms. As of December 31, 2019 and December 31, 2018, 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:

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 then-outstanding 9.250% Senior Notes due 2019 (the Senior Notes due 2019) pursuant to which we agreed to 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 was to be completed within one year and one day after the consummation of an initial public offering of our common stock that generated gross proceeds of at least $400,000 or 10% of the equity value of the Company (a Qualified Public Offering). 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 Note Exchange Agreements provided that, within 60 days after the consummation of a Qualified Public Offering, at the option of the Existing Holders or their transferees, Laureate 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 terms of 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.

On April 28, 2017, the Company elected to redeem all of its outstanding Senior Notes due 2019 (other than the Exchanged Notes) and on May 31, 2017 (the Redemption Date), the Senior Notes due 2019 (other than the Exchanged Notes) were redeemed. As described further below, the Exchanged Notes were redeemed on August 11, 2017. The aggregate principal amount outstanding of the 9.250% Senior Notes due 2019 (excluding the Exchanged Notes) was $1,125,443. The redemption price for the notes that were redeemed was equal to 104.625% of the principal amount thereof, for a total redemption price of $1,177,495, plus accrued and unpaid interest and special interest to the Redemption Date, for an aggregate payment to holders of the senior notes of $1,205,630.

On August 2, 2017, we sent notices to the holders of these notes indicating that the closing of the exchange contemplated by the Note Exchange Agreements would be consummated on Friday, August 11, 2017. On August 11, 2017, Laureate issued 18,683 shares of Class A common stock, which was equal to 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 Class A common stock in the Qualified Public Offering. Upon completion of the Note Exchange, the Company also paid approximately $11,100 to the exchanging holders, 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 our Class A common stock issued in the Note Exchange are listed on the Nasdaq Global Select Market.

As of December 31, 2019, 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. The Third A&R Credit Agreement did not change the financial covenant that the Company was previously subject to under the Second Amended and Restated Credit Agreement. The Third A&R Credit Agreement provides, solely with respect to the revolving credit facility, that the Company shall not permit its consolidated senior secured debt to consolidated EBITDA ratio to exceed 3.50x as of the last day of each quarter commencing with the quarter ending December 31, 2019; provided, that if (i) the Company’s consolidated total debt to consolidated EBITDA ratio is not greater than 4.75x as of such date and (ii) less than 25% of the Revolving Credit Facility is utilized as of that date, then such financial covenant shall not apply. As of December 31, 2019, we were in compliance with the leverage ratio covenant. In addition, indebtedness at some of our locations contain financial maintenance covenants.

As a result of the 2017 refinancing transactions and the note exchange transaction described above, Laureate recorded a Loss on debt extinguishment of $8,392 during the year ended December 31, 2017 related primarily to the write off of unamortized deferred financing costs associated with certain lenders that did not participate in the new debt instruments. In addition, approximately $22,800 was charged to General and administrative expenses related to new third-party costs paid in connection with the portion of the refinancing transactions that was deemed to be a modification. Also in connection with the refinancing transactions, approximately $70,800 of new deferred financing costs were capitalized, which related primarily to the excess of the redemption price over the principal amount of the Senior Notes due 2019 that were redeemed and the call premium that applied to a portion of the repaid senior credit facilities.

Amortization of debt issuance costs and accretion of debt discounts that are recorded in Interest expense in the Consolidated Statements of Operations totaled approximately $12,025, $12,542 and $14,100 for the years ended December 31, 2019, 2018 and 2017, respectively. During the years ended December 31, 2019, 2018 and 2017, we paid and capitalized a total of $8,607, $513 and $81,097, respectively, in debt issuance costs. Certain unamortized debt issuance costs were written off in 2019, 2018 and 2017 in connection with debt agreement amendments as discussed above. As of December 31, 2019 and 2018, our unamortized debt issuance costs were $66,069 and $88,241, respectively.

The interest and principal payments for Laureate’s senior long-term debt arrangements are to be paid primarily in USD. Our ability to make debt service payments is subject to fluctuations in the value of the USD relative to foreign currencies, because a majority of our operating cash used to make these payments is generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and interest rate swap contracts. See also Note 15, Derivative Instruments.

Individual Laureate subsidiaries have the ability to borrow pursuant to unsecured lines of credit and similar short-term borrowing arrangements (collectively, lines of credit). The lines of credit are available for working capital purposes and enable us to borrow and repay until those lines mature. At December 31, 2019 and 2018, the aggregate outstanding balances on our lines of credit were $14,542 and $37,899, respectively. At December 31, 2019, we had additional available borrowing capacity under our outstanding lines of credit of $26,059. At December 31, 2019, we had one line of credit outstanding that had an interest rate of 7.93%. At December 31, 2018, interest rates on our lines of credit ranged from 6.50% to 11.00%. Our weighted-average short-term borrowing rate was 7.93% and 8.37% at December 31, 2019 and 2018, respectively.

On May 12, 2016, two outstanding loans at Universidad del Valle de México (UVM Mexico) that originated in 2007 and 2012 and were both scheduled to mature in May 2021 were refinanced and combined into one loan. The maturity date of the combined loan was extended to May 15, 2023 and principal repayments were suspended until May 15, 2018. The new refinanced loan carried a variable interest rate based on the 28-day Mexican Interbanking Offer Rate (TIIE), plus the applicable margin. The applicable margin for the interest calculation was established based on the ratio of debt to EBITDA, as defined in the agreement. Beginning May 15, 2016, interest was paid monthly. The outstanding balance of the loan on May 12, 2016 was MXN 2,224,600 ($120,527 at that date). During the year ended December 31, 2019, this loan was fully repaid. As of December 31, 2018, the interest rate on the loan was 11.25% and the outstanding balance on the loan was $102,239.

In addition to the loans above, in August 2015, UVM Mexico entered into an agreement with a bank for a loan of MXN 1,300,000 (approximately $79,000 at the time of the loan). The loan carried a variable interest rate based on TIIE plus an applicable margin and was scheduled to mature in August 2020. During December 2017, this loan was paid in full and a new loan in the amount of MXN 1,700,000 (approximately $89,000 at the time of the loan) was obtained. The new loan matures in December 2023 and carries a variable interest rate based on TIIE, plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement (9.06% and 10.50% as of December 31, 2019 and 2018, respectively). Payments on the loan were deferred until December 2018, at which time quarterly principal payments were due, beginning at MXN 42,500 ($2,242 at December 31, 2019) and increasing over the term of the loan to MXN 76,500 ($4,035 at December 31, 2019), with a balloon payment of MXN 425,000 ($22,419 at December 31, 2019) due at maturity. During the year ended December 31, 2019 this loan was reassigned to another wholly owned subsidiary of the company within Mexico. As of December 31, 2019 and December 31, 2018, the outstanding balance of this loan was $77,569 and $83,086, respectively.

The Company obtained financing to fund the construction of two new campuses at one of our institutions in Peru, Universidad Peruana de Ciencias Aplicadas. As of December 31, 2019 and 2018, the loans had an outstanding balance of $14,542 and $32,886, respectively, and a weighted average interest rate of 7.93% and 7.97%, respectively. These loans have varying maturity dates with the final payment due in October 2022. As of December 31, 2019 and 2018, $0 and $14,409, respectively, of the outstanding balances on the loans were payable to an institutional investor that is a minority shareholder of Laureate.

On December 22, 2017, a Laureate subsidiary in Peru entered into an agreement to borrow PEN 247,500 (approximately $76,000 at the agreement date). The loan bears interest at a fixed rate of 6.62% per annum and matures in December 2022. Quarterly payments in the amount of PEN 9,281 ($2,801 at December 31, 2019) were due from March 2018 through December 2019. The quarterly payments increase to PEN 14,438 ($4,357 at December 31, 2019) in March 2020 through the loan's maturity in December 2022. As of December 31, 2019 and 2018, this loan had a balance of $52,278 and $62,761, respectively.

On December 20, 2013, Laureate acquired THINK and financed a portion of the purchase price by borrowing AUD 45,000 ($31,176 at December 31, 2019) under a syndicated facility agreement in the form of two term loans of AUD 22,500 each. The syndicated facility agreement also provided for additional borrowings of up to AUD 20,000 ($13,856 at December 31, 2019) under a capital expenditure facility and a working capital facility. The first term loan (Facility A) had a term of five years and principal was payable in quarterly installments of AUD 1,125 ($779 at December 31, 2019) beginning on March 31, 2014. The second term loan (Facility B) had a term of five years and the total principal balance of AUD 22,500 was payable at its maturity date of December 20, 2018. In June 2016, these loan facilities were amended and restated. As a result of this amendment and a repayment of AUD 11,000 (approximately $8,100 at the date of payment), Facility A was amended to be a term loan of AUD 10,000 ($6,928 at December 31, 2019), and principal was repayable in quarterly installments of AUD 833 ($577 at December 31, 2019) beginning on September 30, 2016, with the final balance payable at its maturity date of December 20, 2018. Facility B was amended to be a revolving facility of up to AUD 15,000 ($10,392 at December 31, 2019) and any balance outstanding was repayable at its maturity date of December 20, 2018. The capital expenditure facility and working capital facility provided for total additional borrowings of up to AUD 15,000 ($10,392 at December 31, 2019). In October 2017, these loan facilities were further amended to provide the lender a security interest in all of the assets of Laureate's Australian operations. In addition, Facility A was converted from a term loan to a loan with a balloon payment due at maturity. In December 2018, these loan facilities were again amended to extend the maturity date from December 20, 2018 to June 30, 2020. Facility A bears interest at a variable rate plus a margin of 2.25% and Facility B bears interest at a variable rate plus a margin of 2.50%. Prior to this amendment, Facilities A and B bore interest at variable rates plus margins of 2.50% and 2.75%, respectively. The capital expenditure facility and working capital facility now provide for total additional borrowings of up to AUD 22,000 ($15,242 as of December 31, 2019). As of December 31, 2019, the interest rates on Facility A and Facility B were 3.23% and 3.48%, respectively, and as of December 31, 2018, the interest rates on Facility A and Facility B were 4.31% and 4.56%, respectively. As of December 31, 2019 and 2018, $14,433 and $14,673, respectively, was outstanding under these loan facilities.

Laureate acquired Faculdades Metropolitanas Unidas Educacionais Ltda. (FMU) on September 12, 2014 and financed a portion of the purchase price by borrowing amounts under two loans that totaled BRL 259,139 (approximately $110,310 at the borrowing date). The loans require semi-annual principal payments that began at BRL 6,478 ($1,588 at December 31, 2019) in October 2014 and increased to a maximum of BRL 22,027 ($5,400 at December 31, 2019) beginning in October 2017 and continuing through their maturity dates in April 2021. As of December 31, 2019 and 2018, the outstanding balance of these loans was $16,199 and $28,356, respectively. Both loans mature on April 15, 2021 and bear interest at an annual variable rate of CDI plus 3.70% (approximately 8.10% and 10.10% at December 31, 2019 and 2018, respectively).

On December 20, 2017, a Laureate subsidiary in Brazil entered into an agreement to borrow BRL 360,000 (approximately $110,000 at the time of the loan). The loan is collateralized by real estate and certain trade receivables in Brazil. The loan bears interest at an annual variable rate of CDI plus 2.55% per annum (6.95% and 8.95% at December 31, 2019 and 2018, respectively) and matures on December 25, 2022. Quarterly payments in the amount of BRL 13,500 ($3,309 at December 31, 2019) are due from March 2019 through December 2019, at which point the quarterly payments increase to BRL 22,500 ($5,516 at December 31, 2019) from March 2020 through December 2020, then to BRL 27,000 ($6,619 at December 31, 2019) from March 2021 through maturity in December 2022. As of December 31, 2019 and 2018, this loan had a balance of $75,013 and $92,690, respectively.