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Long-Term Debt | 12 Months Ended
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Dec. 31, 2019
Debt Disclosure [Abstract] |
Long-Term Debt | NOTE 9 — LONG-TERM DEBT Long-term debt consisted of the following:
|  | December 31, |
|  | 2019 |  |  | 2018 |
|  | (In thousands) |
Senior credit facility |  | $ | — |  |  | $ | 750,000 |
Operating Partnership senior credit facility |  |  | 1,703,750 |  |  |  | 2,819,125 |
MGM China credit facility |  |  | 667,404 |  |  |  | 2,433,562 |
$850 million 8.625% senior notes, due 2019 |  |  | — |  |  |  | 850,000 |
$500 million 5.25% senior notes, due 2020 |  |  | — |  |  |  | 500,000 |
$1,000 million 6.75% senior notes, due 2020 |  |  | — |  |  |  | 1,000,000 |
$1,250 million 6.625% senior notes, due 2021 |  |  | — |  |  |  | 1,250,000 |
$1,000 million 7.75% senior notes, due 2022 |  |  | 1,000,000 |  |  |  | 1,000,000 |
$1,250 million 6% senior notes, due 2023 |  |  | 1,250,000 |  |  |  | 1,250,000 |
$1,050 million 5.625% Operating Partnership senior notes, due 2024 |  |  | 1,050,000 |  |  |  | 1,050,000 |
$750 million 5.375% MGM China senior notes, due 2024 |  |  | 750,000 |  |  |  | — |
$1,000 million 5.75% senior notes, due 2025 |  |  | 1,000,000 |  |  |  | 1,000,000 |
$750 million 5.875% MGM China senior notes, due 2026 |  |  | 750,000 |  |  |  | — |
$500 million 4.50% Operating Partnership senior notes, due 2026 |  |  | 500,000 |  |  |  | 500,000 |
$500 million 4.625% senior notes, due 2026 |  |  | 500,000 |  |  |  | 500,000 |
$750 million 5.75% Operating Partnership senior notes, due 2027 |  |  | 750,000 |  |  |  | — |
$1,000 million 5.5% senior notes, due 2027 |  |  | 1,000,000 |  |  |  | — |
$350 million 4.50% Operating Partnership senior notes, due 2028 |  |  | 350,000 |  |  |  | 350,000 |
$0.6 million 7% debentures, due 2036 |  |  | 552 |  |  |  | 552 |
|  |  | 11,271,706 |  |  |  | 15,253,239 |
Less: Premiums, discounts, and unamortized debt issuance costs, net |  |  | (102,802 | ) |  |  | (121,823 | )
|  |  | 11,168,904 |  |  |  | 15,131,416 |
Less: Current portion |  |  | — |  |  |  | (43,411 | )
|  | $ | 11,168,904 |  |  | $ | 15,088,005 |
Debt due within one year of the December 31, 2019 and 2018 balance sheet was classified as long-term as the Company had both the intent and ability to refinance current maturities on a long-term basis under its revolving senior credit facilities, with the exception that $43 million related to MGM China’s term loan amortization payments in excess of available borrowings under the previous MGM China revolving credit facility were classified as current as of December 31, 2018. Interest expense, net consisted of the following:
| Year Ended December 31, |
| 2019 |  |  | 2018 |  |  | 2017 |
| (In thousands) |
Total interest incurred | $ | 853,007 |  |  | $ | 821,229 |  |  | $ | 779,855 |
Interest capitalized |  | (5,075 | ) |  |  | (51,716 | ) |  |  | (111,110 | )
| $ | 847,932 |  |  | $ | 769,513 |  |  | $ | 668,745 |
Senior credit facility. At December 31, 2019, the Company’s senior credit facility consisted of a $1.5 billion revolving facility. The revolving facility bears interest of LIBOR plus 1.50% to 2.25% determined by reference to a total net leverage ratio pricing grid and will mature in December 2023. At December 31, 2019, no amounts were drawn on the revolving credit facility. In November 2019, the Company used a portion of the net proceeds of the Bellagio transaction to pay off all $750 million outstanding on the term loan A facility, which was subsequently extinguished, and fully paid down its revolving facility. The senior credit facility contains representations and warranties, customary events of default, and positive, negative and financial covenants, including that the Company maintain compliance with a maximum total net leverage ratio, a maximum first lien net leverage ratio and a minimum interest coverage ratio. As of December 31, 2019, the senior credit facility is secured by (i) a mortgage on the real properties comprising the MGM Grand Las Vegas, (ii) a pledge of substantially all existing and future personal property of the subsidiaries of the Company that own the MGM Grand Las Vegas; and (iii) a pledge of the equity or limited liability company interests of the entities that own the MGM Grand Las Vegas and the Bellagio. In connection with the MGP BREIT Venture Transaction, on February 14, 2020, we entered into a new unsecured credit agreement which provides that we will grant a security interest in our Operating Partnership units in the future to the extent our leverage ratio exceeds certain thresholds. In connection with the MGP BREIT Venture Transaction, the Company entered into an unsecured credit agreement, comprised of a $1.5 billion unsecured revolving facility that matures in February 2025, and the revolving commitments under the prior credit agreement were terminated. Operating Partnership senior credit facility. At December 31, 2019, the Operating Partnership’s senior secured credit facility consisted of a $399 million term loan A facility, a $1.3 billion term loan B facility, and a $1.35 billion revolving credit facility. The revolving and term loan A facilities bear interest of LIBOR plus 1.75% to 2.25% determined by reference to a total net leverage ratio pricing grid. The revolving and term loan A facilities will mature in June 2023. The term loan B facility bears interest of LIBOR plus 2.00% and will mature in March 2025. The term loan facilities are subject to amortization of principal in equal quarterly installments of approximately $3 million and $5 million for the term loan A facility and term loan B facility, respectively, with the balances due at maturity. In November 2019, the Operating Partnership used the proceeds from its equity offering, discussed in Note 13, to prepay $65 million on the term loan A facility and $476 million on the term loan B facility, which reflects all scheduled amortization plus additional principal. At December 31, 2019, the interest rate on the term loan A facility was 3.55% and the interest rate on the term loan B facility was 3.80%. At December 31, 2019, no amounts were drawn on the revolving credit facility. In connection with the MGP BREIT Venture Transaction, the Operating Partnership amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the Operating Partnership of a nonrecourse guarantee for debt of the MGP BREIT Venture, and permit incurrence of a bridge loan facility. As a result of the transaction and the amendment, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by the MGP BREIT Venture as partial consideration for the Operating Partnership’s contribution. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances to pay off the balance of its term loan A facility in full. The Operating Partnership credit facility contains customary representations and warranties, events of default and positive and negative covenants. The revolving credit facility and term loan A facility also require the Operating Partnership maintain compliance with a maximum senior secured net debt to adjusted total assets ratio, a maximum total net debt to adjusted assets ratio and a minimum interest coverage ratio. The Operating Partnership was in compliance with its credit facility covenants at December 31, 2019. The Operating Partnership senior credit facility is guaranteed by each of the Operating Partnership’s existing and subsequently acquired direct and indirect wholly owned material domestic restricted subsidiaries, and secured by a first priority lien security interest on substantially all of the Operating Partnership’s and such restricted subsidiaries’ material assets, including mortgages on its real estate, excluding the real estate assets of MGM National Harbor and Empire City, and subject to other customary exclusions. The Operating Partnership is party to interest rate swaps to mitigate the interest rate risk inherent in its senior credit facility. As of December 31, 2019, the Operating Partnership has effective interest rate swap agreements on which it pays a weighted average fixed rate of 1.821% on total notional amount of $1.9 billion. The Operating Partnership has an additional $900 million total notional amount of forward starting interest rate swaps that are not currently effective. MGM China credit facility. At December 31, 2019, the MGM China credit facility consisted of a $1.25 billion unsecured revolving credit facility. In August 2019, MGM China entered into a new $1.25 billion senior unsecured revolving credit facility, on which it drew $776 million and used the proceeds to fully repay the borrowings outstanding under its previous secured credit facility. The new revolving credit facility matures in May 2024 and bears interest at a fluctuating rate per annum based on HIBOR plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio. During 2019, MGM China also used the proceeds from its senior notes issuance, discussed below, to permanently repay $1.0 billion of the previous term loan facilities, with the remaining proceeds used to pay down outstanding borrowings under its previous revolving credit facility. At December 31, 2019, $667 million was outstanding on the revolving credit facility. At December 31, 2019, the interest rate on the revolving credit facility was 4.95%. The MGM China credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. Due to the impact of the outbreak of the novel coronavirus, discussed in Note 1, MGM China entered into an amendment to its credit agreement on February 21, 2020 that provided for an increase of its maximum leverage ratio for the first quarter of 2020, a waiver of its maximum leverage ratio beginning in the second quarter of 2020 and extending through the first quarter of 2021, and a decrease of its minimum interest coverage ratio beginning in the second quarter of 2020 and extending through the first quarter of 2021. MGM China was in compliance with its credit facility covenants at December 31, 201 9. Bridge Facility. In connection with the Empire City transaction in January 2019, the Company borrowed $246 million under a bridge facility, which was subsequently assumed by the Operating Partnership. The Operating Partnership repaid the bridge facility with a combination of cash on hand and a draw on its revolving credit facility, which was subsequently repaid with proceeds from its offering of its 5.75% senior notes due 2027, discussed below. Senior Notes. In December 2019, the Company used a portion of the net proceeds from the Bellagio transaction to redeem for cash all $267 million principal amount of its outstanding 5.250% senior notes due 2020, all $361 million principal amount of its outstanding 6.750% senior notes due 2020, and all $1.25 billion principal amount of its outstanding 6.625% senior notes due 2021. The Company incurred a $171 million loss on the early retirement of such notes recorded in “Other, net” in the consolidated statements of operations. In April 2019, the Company issued $1.0 billion in aggregate principal amount of 5.50% senior notes due 2027. The Company primarily used the net proceeds from the offering to fund the purchase of $639 million in aggregate principal amount of its outstanding 6.75% senior notes due 2020 and $233 million in aggregate principal amount of its outstanding 5.25% senior notes due 2020 through cash tender offers. In February 2019, the Company repaid its $850 million 8.625% senior notes due 2019. In June 2018, the Company issued $1.0 billion in aggregate principal amount of 5.750% senior notes due 2025. On February 18, 2020 the Company commenced cash tender offers to purchase up to $750 million in aggregate principal amount of its outstanding 5.750% senior notes due 2025, 4.625% senior notes due 2026, and 5.500% senior notes due 2027. Holders of notes that are tendered by March 2, 2020 will receive the tender offer consideration plus an early tender premium. The tender offers will expire on March 16, 2020, unless extended or earlier terminated by the Company. Operating Partnership senior notes. In January 2019, the Operating Partnership issued $750 million in aggregate principal amount of 5.75% senior notes due 2027. Each series of the Operating Partnership's senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by all of the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s credit facilities, other than MGP Finance Co-Issuer, Inc., which is a co-issuer of the senior notes. The Operating Partnership may redeem all or part of the senior notes at a redemption price equal to 100% of the principal amount of the senior notes plus, to the extent the Operating Partnership is redeeming senior notes prior to the date that is three months prior to their maturity date, an applicable make whole premium, plus, in each case, accrued and unpaid interest. The indentures governing the senior notes contain customary covenants and events of default. These covenants are subject to a number of important exceptions and qualifications set forth in the applicable indentures governing the senior notes, including, with respect to the restricted payments covenants, the ability to make unlimited restricted payments to maintain the REIT status of MGP. MGM China senior notes. In May 2019, MGM China issued $750 million in aggregate principal amount of 5.375% senior notes due 2024 and $750 million in aggregate principal amount of 5.875% senior notes due 2026. The Company primarily used the net proceeds from the offering to pay down outstanding borrowings under the MGM China credit facility, as discussed above. MGM China incurred a $16 million loss on the debt retirement recorded in “Other, net” in the consolidated statements of operations. Maturities of long-term debt. The maturities of the principal amount of the Company’s long-term debt as of December 31, 2019 are as follows:
Years ending December 31, |  |  |  | (In thousands) |
2020 |  |  |  | $ | — |
2021 |  |  |  |  | — |
2022 |  |  |  |  | 1,000,000 |
2023 |  |  |  |  | 1,649,125 |
2024 |  |  |  |  | 2,467,404 |
Thereafter |  |  |  |  | 6,155,177 |
|  |  |  | $ | 11,271,706 |
Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $12.1 billion and $15.1 billion at December 31, 2019 and 2018, respectively. Fair value was estimated using quoted market prices for the Company’s senior notes and senior credit facilities.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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