麻豆最新出品

(11)听Long-Term Debt

Debt is summarized as follows:

(1) Measured at fair value

1.375% Cash Convertible Notes due 2023

On October 17, 2013, 麻豆最新出品 issued $1 billion aggregate principal amount of 1.375% Cash Convertible Senior Notes due 2023 ("Convertible Notes").听听The Convertible Notes will mature on October 15, 2023 unless earlier repurchased by us or converted.听听Interest on the Convertible Notes is payable semi-annually in arrears on April 15 and October 15 of each year at a rate of 1.375% per annum. All conversions of the Convertible Notes will be settled solely in cash, and not through the delivery of any securities.

The Convertible Notes are convertible into cash based on the product of the conversion rate specified in the related indenture and the Securities Basket. A supplemental indenture entered into on April 15, 2016 amends the conversion, adjustment and other provisions of the indenture and provides that the conversion consideration due upon conversion of any Convertible Note shall be determined as if references in the indenture to one share of Series A 麻豆最新出品 common stock were instead a reference to the Securities Basket, initially consisting of 0.10 of a share of Series A 麻豆最新出品 Braves common stock, 1.0 share of Series A 麻豆最新出品 SiriusXM common stock and 0.25 of a share of Series A 麻豆最新出品 Formula One common stock. The Series A 麻豆最新出品 Braves common stock component of the Securities Basket was adjusted to 0.1087 pursuant to anti-dilution adjustments arising out of the distribution of subscription rights to purchase shares of Series C 麻豆最新出品 Braves common stock made to all holders of 麻豆最新出品 Braves common stock.

Holders of the Convertible Notes may convert their notes at their option at any time prior to the close of business on the second business day immediately preceding the maturity date of the notes under certain circumstances. 麻豆最新出品 has elected to account for this instrument using the fair value option.听听Accordingly, changes in the fair value of this instrument are recognized as unrealized gains (losses) in the condensed consolidated statements of operations.听听As of March 31, 2018, the Convertible Notes are classified as a long term liability in the condensed consolidated balance sheet, as the conversion conditions have not been met as of such date.

Additionally, contemporaneously with the issuance of the Convertible Notes, 麻豆最新出品 entered into privately negotiated cash convertible note hedges and purchased call options (the 鈥淏ond Hedge Transaction鈥�). The Bond Hedge Transaction is expected to offset potential cash payments 麻豆最新出品 would be required to make in excess of the principal amount of the Convertible Notes, upon conversion of the notes in the event that the volume-weighted average price per share of the Series A 麻豆最新出品 common stock, as measured under the cash convertible note hedge transactions on each trading day of the relevant cash settlement averaging period or other relevant valuation period, was greater than the strike price of Series A 麻豆最新出品 common stock, which corresponded to the conversion price of the Convertible Notes. On April 15, 2016, 麻豆最新出品 entered into amendments to the Bond Hedge Transaction. As of such date, the Bond Hedge Transaction covered, in the aggregate, 5,271,475 shares of Series A 麻豆最新出品 Formula One common stock, 21,085,900 shares of Series A 麻豆最新出品 SiriusXM common stock and 2,108,590 shares of Series A 麻豆最新出品 Braves common stock, subject to anti-dilution adjustments pertaining to the Convertible Notes, which was equal to the aggregate number of shares comprising the Securities Basket underlying the Convertible Notes at that time. The aggregate number of shares of Series A 麻豆最新出品 Braves common stock relating to the Bond Hedge Transaction was increased to 2,292,037. As of March 31, 2018, the basket price of the securities underlying the Bond Hedge Transaction was $50.89 per share. The expiration of these instruments is October 15, 2023. The fair value of these instruments is included in Other assets as of March 31, 2018 and December 31, 2017 in the accompanying condensed consolidated balance sheets, with changes in the fair value recorded as unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.

Concurrently with the Convertible Notes and Bond Hedge Transaction, 麻豆最新出品 also entered into separate privately negotiated warrant transactions under which 麻豆最新出品 sold warrants relating to the same number of shares of common stock as underlie the Bond Hedge Transaction, subject to anti-dilution adjustments (鈥淲arrant Transactions鈥�). The first expiration date of the warrants is January 16, 2024 and the remainder expire over a period covering 81 days thereafter. 麻豆最新出品 may elect to settle its delivery obligation under the Warrant Transactions with cash. 麻豆最新出品 entered into amendments to the Warrant Transactions with each of the option counterparties (鈥淎mended Warrant Transactions鈥�).听听As of April 15, 2016, the Amended Warrant Transactions covered, in the aggregate, 5,271,475 shares of Series A 麻豆最新出品 Formula One common stock, 21,085,900 shares of Series A 麻豆最新出品 SiriusXM common stock and 2,108,590 shares of Series A 麻豆最新出品 Braves common stock, subject to anti-dilution adjustments. The aggregate number of shares of Series A 麻豆最新出品 Braves common stock relating to the Amended Warrant Transactions was increased to 2,292,037 pursuant to anti-dilution adjustments arising out of the rights distribution. The strike price of the warrants was adjusted to $61.16 per share. As of March 31, 2018, the basket price of the securities underlying the Amended Warrant Transactions was $50.89 per share. The Amended Warrant Transactions may have a dilutive effect with respect to the shares comprising the Securities Basket underlying the warrants to the extent that the settlement price exceeds the strike price of the warrants, and the warrants are settled in shares comprising such Securities Basket.

The Convertible Notes, Bond Hedge Transaction and Warrant Transactions are attributed to the Formula One Group.

2.25% Exchangeable Senior Debentures due 2046

On August 17, 2016, 麻豆最新出品 closed a private offering of approximately $445 million aggregate principal amount of its 2.25% exchangeable senior debentures due 2046 (the 鈥�2.25% Exchangeable Senior Debentures due 2046鈥�). Upon an exchange of debentures, 麻豆最新出品, at its option, may deliver Time Warner common stock, cash or a combination of Time Warner common stock and cash. The number of shares of Time Warner common stock attributable to a debenture represents an initial exchange price of approximately $104.55 per share. A total of approximately 4.25 million shares of Time Warner common stock are attributable to the debentures. Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2016. The debentures may be redeemed by 麻豆最新出品, in whole or in part, on or after October 5, 2021. Holders of the debentures also have the right to require 麻豆最新出品 to purchase their debentures on October 5, 2021. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest.

The debentures, as well as the associated cash proceeds, were attributed to the Formula One Group. 麻豆最新出品 used the net proceeds of the offering for the acquisition of an investment in Formula 1 during September 2016, as further described in note 4. 麻豆最新出品 has elected to account for the debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the condensed consolidated statements of operations.

On October 22, 2016, AT&T Inc. (鈥淎T&T鈥�) and Time Warner announced that they have entered into a definitive agreement under which AT&T will acquire Time Warner in a stock-and-cash transaction. The transaction is subject to approval by Time Warner shareholders and review by the U.S. Department of Justice, as well as potential review by the Federal Communications Commission (鈥淔CC鈥�). If the acquisition is consummated, in accordance with the terms of the indenture governing the 2.25% Exchangeable Senior Debentures due 2046, the cash portion of the acquisition consideration will be paid as an extraordinary additional distribution to holders of debentures, and the stock portion of the acquisition consideration will become reference shares attributable to the debentures. Additionally, if the acquisition is consummated, any amount of excess regular quarterly cash dividends paid on the AT&T reference shares will be distributed by the Company to holders of the debentures as an additional distribution.

1% Cash Convertible Notes due 2023

In connection with the Second Closing on January 23, 2017, 麻豆最新出品 issued $450 million aggregate principal amount of 1% Cash Convertible Senior Notes due 2023 at an interest rate of 1% per annum, which are convertible, under certain circumstances, into cash based on the trading prices of the underlying shares of Series C 麻豆最新出品 Formula One common stock and mature on January 30, 2023 (the 鈥樷��1% Cash Convertible Notes due 2023鈥欌��). The initial conversion rate for the notes will be 27.1091听shares of Series C 麻豆最新出品 Formula One common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $36.89听per share of Series C 麻豆最新出品 Formula One common stock. The conversion of the 1% Cash Convertible Notes due 2023 will be settled solely in cash, and not through the delivery of any securities. As discussed in note 4, 麻豆最新出品 used a portion of the net proceeds of the 1% Cash Convertible Notes due 2023 to increase the cash consideration payable to the selling shareholders of Formula 1 by approximately $400 million.

2.125% Exchangeable Senior Debentures due 2048

On March 6, 2018, 麻豆最新出品 closed a private offering of approximately $400 million aggregate principal amount of its 2.125% exchangeable senior debentures due 2048 (the 鈥�2.125% Exchangeable Senior Debentures due 2048鈥�). Upon an exchange of debentures, 麻豆最新出品, at its option, may deliver SIRIUS XM common stock, cash or a combination of SIRIUS XM common stock and cash. The number of shares of SIRIUS XM common stock attributable to a debenture represents an initial exchange price of approximately $8.02 per share. A total of approximately 49.9 million shares of SIRIUS XM common stock are attributable to the debentures. Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2018. The debentures may be redeemed by 麻豆最新出品, in whole or in part, on or after April 7, 2023. Holders of the debentures also have the right to require 麻豆最新出品 to purchase their debentures on April 7, 2023. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest. The debentures, as well as the associated cash proceeds, were attributed to the 麻豆最新出品 Sirius XM Group. 麻豆最新出品 has elected to account for the debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the condensed consolidated statements of operations.

Margin Loans

$1.35 Billion Margin Loan due 2020

In March 2018, 麻豆最新出品 refinanced a margin loan agreement for a similar financial instrument with a $250 million term loan, $500 million revolving line of credit and a $600 million delayed draw term loan, which is scheduled to mature during March 2020. The new term loan and any drawn portion of the revolver carries an interest rate of LIBOR plus 2.05% with the undrawn portion carrying a fee of 0.75%. Other terms of the agreement were substantially similar to the previous arrangement. Borrowings outstanding under this margin loan bore interest at a rate of 4.33% per annum at March 31, 2018. As of March 31, 2018, availability under the $1.35 billion margin loan due 2020 was $600 million. 1,000 million shares of SIRIUS XM common stock held by 麻豆最新出品 with a value of $6,240 million were pledged as collateral to the $1.35 billion margin loan due 2020 as of March 31, 2018. The margin loan contains various affirmative and negative covenants that restrict the activities of the borrower. The margin loan does not include any financial covenants.

Live Nation Margin Loan

听

On November 8, 2016, LMC LYV, LLC, a wholly-owned subsidiary of 麻豆最新出品, entered into the Live Nation Margin Loan with available borrowing capacity of $500 million. On December听12, 2017, the margin loan agreement was amended, extending the maturity date to December听12, 2019, and decreasing the interest rate to LIBOR plus 1.90% and the undrawn commitment fee to 0.60% per annum. Borrowings outstanding under this margin loan bore interest at a rate of 3.59% per annum at March 31, 2018. Interest on the term loan is payable on the first business day of each calendar quarter. On January 20, 2017, LMC LYV, LLC drew $350 million under the margin loan, and the proceeds were used for the acquisition of Formula 1, as discussed in note 4. As of March 31, 2018, availability under the Live Nation Margin Loan was $150 million. As discussed in notes 8 and 9, 53.7 million shares of the Company鈥檚 Live Nation common stock with a value of $2,265 million and other investments with a value of $57 million were pledged as collateral to the loan as of March 31, 2018. The margin loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants.

SIRIUS XM Senior Secured Revolving Credit Facility

SIRIUS XM entered into a Senior Secured Revolving Credit Facility (the "Credit Facility") with a syndicate of financial institutions with a total borrowing capacity of $1,750 million which matures in June 2020. The Credit Facility is guaranteed by certain of SIRIUS XM鈥檚 material domestic subsidiaries and is secured by a lien on substantially all of SIRIUS XM's assets and the assets of its material domestic subsidiaries. The proceeds of loans under the Credit Facility are used for working capital and other general corporate purposes, including financing acquisitions, share repurchases and dividends. Borrowings outstanding under the Credit Facility as of March 31, 2018 bore interest at a rate of 3.49% per annum. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. SIRIUS XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which as of March 31, 2018 was 0.25% per annum and is payable on a quarterly basis.听听As of March 31, 2018, availability under the Credit Facility was $1,385 million. 听

Braves Holdings Notes and Loans

In 2014, Braves Holdings, through a wholly-owned subsidiary, purchased 82 acres of land for the purpose of constructing a MLB facility and development of a mixed-use complex adjacent to the ballpark. Braves Holdings鈥� debt, primarily related to the stadium and mixed-use complex is summarized as follows:

Formula 1 Loans

Formula 1 had a first lien term loan denominated in Euros totaling $42 million, which was repaid on June 30, 2017. On August 3, 2017, Formula 1 increased the amount outstanding under a first lien term loan denominated in U.S. Dollars (the 鈥淪enior Loan Facility鈥�) from $3.1 billion to $3.3 billion and extended its maturity to February 2024. In addition, on August 3, 2017, the revolving credit facility under the Senior Loan Facility was increased from $75 million to $500 million. As part of a refinancing of the Senior Loan Facility in March 2017, the interest rate was reduced from LIBOR plus 3.75% per annum to LIBOR plus 3.25% per annum, with a LIBOR floor on the U.S. Dollar denominated debt of 1%. In September 2017, the interest rate on the Senior Loan Facility was reduced to LIBOR plus 3.0% per annum. The Senior Loan Facility is secured by share pledges, bank accounts and floating charges over Formula 1鈥檚 primary operating companies with certain cross guarantees.

On January听31, 2018, Formula听1 refinanced the Senior Loan Facility. As part of the refinancing, Formula听1 repaid $400听million of the Senior Loan Facility, reducing the amount outstanding to $2.9 billion. The repayment was funded through borrowings of $250听million under the revolving credit facility and $150听million of cash on hand. The interest rate on the Senior Loan Facility was reduced to LIBOR plus 2.5% per annum. The interest rate on the Senior Loan Facility was approximately 4.54% as of March 31, 2018. Additionally, as of March 31, 2018, Formula 1 has interest rate swaps on $2.5 billion of the $3.1 billion Senior Loan Facility in order to manage its interest rate risk.

Formula 1 also had a second lien facility, which had $1 billion outstanding at the time of the acquisition of Formula 1 by 麻豆最新出品. In May 2017, 麻豆最新出品 issued 12.9 million shares of Series C 麻豆最新出品 Formula One common stock and used the net proceeds of approximately $388 million to repay a portion of the second lien facility. Formula 1 fully repaid the second lien facility during the year ended December 31, 2017.

Debt Covenants

The SIRIUS XM Credit Facility contains certain financial covenants related to SIRIUS XM鈥檚 leverage ratio. The Braves Term Loan contains certain financial covenants related to Braves Holdings鈥� debt service coverage ratio and capital expenditures.听听Additionally, SIRIUS XM鈥檚 Credit Facility, the Braves Term Loan, Formula 1 debt and other borrowings contain certain non-financial covenants.听听The Company, SIRIUS XM, Formula 1 and Braves Holdings are in compliance with all debt covenants as of March 31, 2018.

Fair Value of Debt

The fair value, based on quoted market prices of the same instruments but not considered to be active markets (Level听2), of SIRIUS XM's publicly traded debt securities, not reported at fair value, are as follows (amounts in millions):

Due to the variable rate nature of the Credit Facility, margin loans and other debt the Company believes that the carrying amount approximates fair value at March 31, 2018.听