XML 33 R16.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Long-Term and Other Debt | 3 Months Ended
--- | ---
Mar. 31, 2018
Debt Disclosure [Abstract] |
Long-Term and Other Debt | Long-Term and Other Debt February 2018 Refinancing Transaction On February 14, 2018, we successfully completed a series of financing transactions, including a private offering of an additional $900.0 million principal amount of our 2025 Secured Notes, €325.0 million of new 2026 Secured Euro Notes and €250.0 million of new 2026 Unsecured Euro Notes, and an amendment to our credit agreement to refinance our existing term loan B-4 facility and increase the term loans outstanding by $900.0 million under a new term loan B-5 facility (collectively referred to as the "February 2018 Refinancing"). We used the net proceeds of the February 2018 Refinancing to redeem $2,100.0 million of our outstanding 2022 Secured Notes, prepay a portion of our revolver borrowings under our credit agreement and pay accrued and unpaid interest thereon plus related premiums, fees and expenses. In connection with the amendment to our credit agreement, the interest rate on our term loans was decreased from LIBOR plus 3.25% to LIBOR plus 2.75%. We also increased the amount of the revolving credit agreement by $24.0 million to $620.2 million through October 18, 2018, with a step-down in availability at that time to $445.7 million until the extended maturity on October 18, 2020. In connection with the February 2018 Refinancing, we capitalized $25.8 million in financing costs presented primarily as a reduction to long-term debt. Outstanding Debt and Capital Leases The following table reflects our outstanding debt:
|  | As of
|  | March 31, 2018 |  | December 31, 2017
|  | Final Maturity |  | Rate(s) |  | Face value |  | Unamortized debt discount/premium and deferred financing costs, net |  | Book value |  | Book value
Senior Secured Credit Facilities: |  |  |  |  |  |  |  |  |  |  |  |
2018 Revolver, varying interest rate |  | 2018 |  | variable |  |  | $ | 14.9 |  |  | $ | — |  |  | $ | 14.9 |  |  | $ | 100.5 |
2020 Revolver, varying interest rate |  | 2020 |  | variable |  |  | 40.1 |  |  | — |  |  | 40.1 |  |  | 249.5 |
Term Loan B-4 |  | 2024 |  | variable |  |  | — |  |  | — |  |  | — |  |  | 3,193.6 |
Term Loan B-5 |  | 2024 |  | variable |  |  | 4,174.6 |  |  | (80.9 | ) |  | 4,093.7 |  |  | — |
Senior Notes: |  |  |  |  |  |  |  |  |  |  |  |
2022 Secured Notes |  | 2022 |  | 7.000 | % |  | — |  |  | — |  |  | — |  |  | 2,130.7 |
2025 Secured Notes(2) |  | 2025 |  | 5.000 | % |  | 1,250.0 |  |  | (18.9 | ) |  | 1,231.1 |  |  | 343.7 |
2026 Secured Euro Notes(3) |  | 2026 |  | 3.375 | % |  | 403.3 |  |  | (5.7 | ) |  | 397.6 |  |  | — |
Unsecured Notes |  | 2022 |  | 10.000 | % |  | 2,200.0 |  |  | (28.4 | ) |  | 2,171.6 |  |  | 2,170.1 |
2026 Unsecured Euro Notes(3) |  | 2026 |  | 5.500 | % |  | 310.3 |  |  | (4.4 | ) |  | 305.9 |  |  | — |
Subordinated Notes: |  |  |  |  |  |  |  |  |  |  |  |
2020 Notes |  | 2020 |  | 6.250 | % |  | 243.5 |  |  | (1.5 | ) |  | 242.0 |  |  | 241.8 |
2021 Notes |  | 2021 |  | 6.625 | % |  | 340.6 |  |  | (4.4 | ) |  | 336.2 |  |  | 336.0 |
Capital lease obligations, 3.9% as of March 31, 2018 payable monthly through 2019 |  | 2019 |  | 3.900 | % |  | 11.3 |  |  | — |  |  | 11.3 |  |  | 10.7 |
Total long-term debt outstanding |  |  |  |  |  | $ | 8,988.6 |  |  | $ | (144.2 | ) |  | $ | 8,844.4 |  |  | $ | 8,776.6 |
Less: current portion of long-term debt |  |  |  |  |  |  |  |  |  | (50.4 | ) |  | (40.3 | )
Long-term debt, excluding current portion |  |  |  |  |  |  |  |  |  | $ | 8,794.0 |  |  | $ | 8,736.3 |
Fair value of debt (1) |  |  |  |  |  | $ | 9,130.0 |  |  |  |  |  |  |
(1) Fair value of our fixed rate and variable interest rate debt is classified within level 2 in the fair value hierarchy and has been calculated based on the quoted market prices of our securities. (2) In connection with the February 2018 Refinancing, we entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting a portion of the fixed-rate, $460.0 million U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%. These cross-currency swaps have been designated as a hedge of our net investment in certain subsidiaries. (3) We designated a portion of our 2026 Secured Euro Notes as a net investment non-derivative hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency in order to reduce the volatility in our operating results caused by the change in foreign currency exchange rates of the Euro relative to the U.S. Dollar (see Note 12 for additional information). We were in compliance with the financial covenants under our debt agreements as of March 31, 2018. Term Loan B-5 The new term B-5 loans that were entered into as part of the February 2018 Refinancing mature in August 2024 and will amortize in quarterly installments in an amount equal to 1.00% per annum of the stated principal amount thereof, with the remaining balance due at final maturity. The applicable margin for the new term B-5 loans is 2.75% per annum for eurocurrency (LIBOR) loans and 1.75% per annum for base rate loans, compared to 3.25% per annum for eurocurrency (LIBOR) loans and 2.25% per annum for base rate loans under the previous term B-4 loan facility. 2026 Secured and Unsecured Euro Notes In connection with the February 2018 Refinancing, SGI issued €325.0 million aggregate principal amount of its new 2026 Secured Euro Notes and €250.0 million aggregate principal amount of its new 2026 Unsecured Euro Notes. Interest on both of these notes is payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. Both issuances were made at a price equal to 100.0% of the principal amount. The 2026 Secured Euro Notes were issued pursuant to an indenture dated as of February 14, 2018 (the "2026 Secured Notes Indenture"). SGI may redeem some or all of the 2026 Secured Euro Notes at any time prior to February 15, 2021 at a redemption price equal to 100% of the principal amount of the 2026 Secured Euro Notes plus accrued and unpaid interest, if any, to the date of redemption plus a "make whole" premium. SGI may redeem some or all of the 2026 Secured Euro Notes at any time on or after February 15, 2021 at the prices specified in the 2026 Secured Notes indenture. The 2026 Secured Euro Notes are senior secured obligations of SGI and are equally and ratably secured with SGI’s obligations under the credit agreement and the 2025 Secured Notes. The 2026 Secured Euro Notes are equal in rank to all of SGI’s existing and future senior debt and rank senior to all of SGI's existing and future senior subordinated debt. The 2026 Secured Euro Notes are guaranteed on a senior secured basis by SGC and all of its wholly owned U.S. subsidiaries (other than SGI, the unrestricted social gaming business entities and immaterial subsidiaries). The 2026 Secured Euro Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries. The 2026 Unsecured Euro Notes were issued pursuant to an indenture dated as of February 14, 2018 (the "2026 Unsecured Notes Indenture"). SGI may redeem some or all of the 2026 Unsecured Euro Notes at any time prior to February 15, 2021 at a redemption price equal to 100% of the principal amount of the 2026 Unsecured Euro Notes plus accrued and unpaid interest, if any, to the date of redemption plus a "make whole" premium. SGI may redeem some or all of the 2026 Unsecured Euro Notes at any time on or after February 15, 2021 at the prices specified in the 2026 Unsecured Notes indenture. The 2026 Unsecured Euro Notes are senior unsecured obligations of SGI and rank equally to all of SGI’s existing and future senior debt and rank senior to all of SGI's existing and future senior subordinated debt. The 2026 Unsecured Euro Notes are guaranteed on a senior unsecured basis by SGC and all of its wholly owned U.S. subsidiaries (other than SGI, the unrestricted social gaming business entities and immaterial subsidiaries). The 2026 Unsecured Euro Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries. Effective April 30, 2018, the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes are listed on the Official List of The International Stock Exchange, and we expect that they will remain listed through their maturity. 2025 Senior Secured Notes In connection with the February 2018 Refinancing, SGI issued $900.0 million in aggregate principal amount of additional 2025 Secured Notes under the existing indenture governing the 2025 Secured Notes. Therefore the additional 2025 Secured Notes have the same terms as the previously issued $350.0 million in aggregate principal amount of 2025 Secured Notes initially issued in October 2017 except for the issue date and offering price. The additional 2025 Secured Notes and the initial 2025 Secured Notes are treated as a single series of debt securities for all other purposes under the indenture governing the 2025 Secured Notes. For additional information regarding terms of our credit agreement and 2025 Secured Notes, see Note 16 (Long-Term and Other Debt) in our 2017 10-K. Loss on Debt Financing Transactions The following are components of the loss on debt financing transactions resulting from debt extinguishment and modification accounting for the three months ended March 31, 2018 and 2017:
| Three Months Ended March 31,
| 2018 |  | 2017
Repayment and cancellation of principal balance at premium | $ | 110.3 |  |  | $ | — |
Unamortized debt (premium) discount and deferred financing costs, net | (29.8 | ) |  | 25.8 |
Third party debt issuance fees | 12.7 |  |  | 3.9 |
Total loss on debt financing transactions | $ | 93.2 |  |  | $ | 29.7 |

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration