XML 26 R14.htm IDEA: XBRL DOCUMENT
v3.4.0.3

Long-Term Debt | 3 Months Ended
--- | ---
Mar. 31, 2016
Debt Disclosure [Abstract] |
Long-Term Debt | ONG-TERM DEBT Long-term debt, net of current maturities consists of the following:
|  |  | March 31, 2016
| Interest |  |  |  |  |  | Unamortized |  |
| Rates at |  | Outstanding |  | Unamortized |  | Origination |  | Long-Term
(In thousands) | Mar. 31, 2016 |  | Principal |  | Discount |  | Fees and Costs |  | Debt, Net
Boyd Gaming Corporation Debt |  |  |  |  |  |  |  |  |
Bank credit facility | 3.88 | % |  | $ | 903,275 |  |  | $ | (2,288 | ) |  | $ | (8,894 | ) |  | $ | 892,093 |
9.00% senior notes due 2020 | 9.00 | % |  | 350,000 |  |  | — |  |  | (6,647 | ) |  | 343,353 |
6.875% senior notes due 2023 | 6.88 | % |  | 750,000 |  |  | — |  |  | (12,525 | ) |  | 737,475 |
6.375% senior notes due 2026 | 6.38 | % |  | 750,000 |  |  | — |  |  | (12,935 | ) |  | 737,065 |
|  |  | 2,753,275 |  |  | (2,288 | ) |  | (41,001 | ) |  | 2,709,986 |
Peninsula Segment Debt |  |  |  |  |  |  |  |  |
Bank credit facility | 4.25 | % |  | 643,225 |  |  | — |  |  | (11,939 | ) |  | 631,286 |
8.375% senior notes due 2018 | 8.38 | % |  | 350,000 |  |  | — |  |  | (5,673 | ) |  | 344,327 |
|  |  | 993,225 |  |  | — |  |  | (17,612 | ) |  | 975,613 |
Total long-term debt |  |  | 3,746,500 |  |  | (2,288 | ) |  | (58,613 | ) |  | 3,685,599 |
Less current maturities |  |  | 27,688 |  |  | — |  |  | — |  |  | 27,688 |
Long-term debt, net |  |  | $ | 3,718,812 |  |  | $ | (2,288 | ) |  | $ | (58,613 | ) |  | $ | 3,657,911 |
|  |  | December 31, 2015
| Interest |  |  |  |  |  | Unamortized |  |
| Rates at |  | Outstanding |  | Unamortized |  | Origination |  | Long-Term
(In thousands) | Dec. 31, 2015 |  | Principal |  | Discount |  | Fees and Costs |  | Debt, Net
Boyd Gaming Corporation Debt |  |  |  |  |  |  |  |  |
Bank credit facility | 3.75 | % |  | $ | 1,209,725 |  |  | $ | (2,702 | ) |  | $ | (9,746 | ) |  | $ | 1,197,277 |
9.00% senior notes due 2020 | 9.00 | % |  | 350,000 |  |  | — |  |  | (7,044 | ) |  | 342,956 |
6.875% senior notes due 2023 | 6.88 | % |  | 750,000 |  |  | — |  |  | (12,934 | ) |  | 737,066 |
|  |  | 2,309,725 |  |  | (2,702 | ) |  | (29,724 | ) |  | 2,277,299 |
Peninsula Segment Debt |  |  |  |  |  |  |  |  |
Bank credit facility | 4.25 | % |  | 662,750 |  |  | — |  |  | (14,143 | ) |  | 648,607 |
8.375% senior notes due 2018 | 8.38 | % |  | 350,000 |  |  | — |  |  | (6,357 | ) |  | 343,643 |
|  |  | 1,012,750 |  |  | — |  |  | (20,500 | ) |  | 992,250 |
Total long-term debt |  |  | 3,322,475 |  |  | (2,702 | ) |  | (50,224 | ) |  | 3,269,549 |
Less current maturities |  |  | 29,750 |  |  | — |  |  | — |  |  | 29,750 |
Long-term debt, net |  |  | $ | 3,292,725 |  |  | $ | (2,702 | ) |  | $ | (50,224 | ) |  | $ | 3,239,799 |
Boyd Gaming Debt Boyd Bank Credit Facility The outstanding principal amounts under the Third Amended and Restated Credit Agreement (the "Boyd Gaming Credit Facility") are comprised of the following:
| March 31, |  | December 31,
(In thousands) | 2016 |  | 2015
Revolving Credit Facility | $ | — |  |  | $ | 240,000 |
Term A Loan | 177,025 |  |  | 183,275 |
Term B Loan | 726,250 |  |  | 730,750 |
Swing Loan | — |  |  | 55,700 |
Total outstanding principal amounts under the Boyd Gaming Credit Facility | $ | 903,275 |  |  | $ | 1,209,725 |
At March 31, 2016, approximately $0.9 billion was outstanding under the Boyd Gaming Credit Facility and $7.1 million was allocated to support various letters of credit, leaving remaining contractual availability of $592.9 million. Senior Notes 6.375% Senior Notes due April 2026 Significant Terms On March 28, 2016, we issued $750 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Boyd Gaming Revolving Credit Facility and the balance was retained in money market funds and classified as cash equivalents on the condensed consolidated balance sheets. In conjunction with the issuance of the 6.375% Notes, we incurred approximately $13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.375% Notes using the effective interest method. The 6.375% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 6.375% Notes, together, the "Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.375% Notes at a price equal to 101% of the principal amount of the 6.375% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required under certain circumstances to offer to purchase the 6.375% Notes. At any time prior to April 1, 2021, we may redeem the 6.375% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After April 1, 2021, we may redeem all or a portion of the 6.375% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. In connection with the private placement of the 6.375% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the SEC to permit the holders to exchange or resell the 6.375% Notes. We must use commercially reasonable efforts to file a registration statement and to consummate an exchange offer within 365 days after the issuance of the 6.375% Notes, subject to certain suspension and other rights set forth in the registration rights agreement. Under certain circumstances, including our determination that we cannot complete an exchange offer, we are required to file a shelf registration statement for the resale of the 6.375% Notes and to cause such shelf registration statement to be declared effective as soon as reasonably practicable (but in no event later than the 365th day following the issuance of the 6.375% Notes) after the occurrence of such circumstances. Subject to certain suspension and other rights, in the event that the registration statement is not filed or declared effective within the time periods specified in the registration rights agreement, the exchange offer is not consummated within 365 days after the issuance of the 6.375% Notes, or the registration statement is filed and declared effective but thereafter ceases to be effective or is unusable for its intended purpose for a period in excess of 30 days without being succeeded immediately by a post-effective amendment that cures such failure, the agreement provides that additional interest will accrue on the principal amount of the 6.375% Notes at a rate of 0.25% per annum during the 90-day period immediately following any of these events and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will the penalty rate exceed 1.00% per annum, until the default is cured. There are no other alternative settlement methods and, other than the 1.00% per annum maximum penalty rate, the agreement contains no limit on the maximum potential amount of consideration that could be transferred in the event we do not meet the registration statement filing requirements. We currently intend to file a registration statement, have it declared effective and consummate any exchange offer within these time periods. Accordingly, we do not believe that payment of additional interest under the registration payment arrangement is probable and, therefore, no related liability has been recorded in the consolidated financial statements. Peninsula Segment Debt Bank Credit Facility The outstanding principal amounts under the Peninsula senior secured credit facility (the "Peninsula Credit Facility") are comprised of the following:
| March 31, |  | December 31,
(In thousands) | 2016 |  | 2015
Term Loan | $ | 621,625 |  |  | $ | 647,750 |
Revolving Facility | 14,000 |  |  | 9,000 |
Swing Loan | 7,600 |  |  | 6,000 |
Total outstanding principal amounts under the Peninsula Credit Facility | $ | 643,225 |  |  | $ | 662,750 |
At March 31, 2016, approximately $643.2 million was outstanding under the Peninsula Credit Facility and $5.0 million was allocated to support various letters of credit, leaving remaining contractual availability of $23.4 million. Early Extinguishments of Debt We incurred non-cash charges of $0.4 million and $0.5 million during the three months ended March 31, 2016 and 2015, respectively, for deferred debt financing costs written off related to the Peninsula Credit Facility, which represents the ratable reduction in borrowing capacity due to optional prepayments made during these periods. Covenant Compliance As of March 31, 2016, we believe that Boyd Gaming and Peninsula were in compliance with the financial and other covenants of their respective debt instruments.

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 long-term debt. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration