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Note 5 - Long-term Debt | 9 Months Ended
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Sep. 30, 2020
Notes to Financial Statements |
Long-term Debt [Text Block] | NOTE 5. LONG-TERM DEBT Long-term debt, net of current maturities and debt issuance costs, consists of the following:
|  | September 30, 2020 |
|  |  |  |  |  |  |  |  |  |  |  |  | Unamortized |  |  |  |  |
|  | Interest |  |  |  |  |  |  |  |  |  |  | Origination |  |  |  |  |
|  | Rates at |  |  | Outstanding |  |  | Unamortized |  |  | Fees and |  |  | Long-Term |
(In thousands) |  | September 30, 2020 |  |  | Principal |  |  | Discount |  |  | Costs |  |  | Debt, Net |
Bank credit facility |  | 2.558 | % |  | $ | 989,313 |  |  | $ | (517 | ) |  | $ | (14,703 | ) |  | $ | 974,093 |
6.375% senior notes due 2026 |  | 6.375 | % |  |  | 750,000 |  |  |  | — |  |  |  | (7,278 | ) |  |  | 742,722 |
6.000% senior notes due 2026 |  | 6.000 | % |  |  | 700,000 |  |  |  | — |  |  |  | (8,197 | ) |  |  | 691,803 |
4.750% senior notes due 2027 |  | 4.750 | % |  |  | 1,000,000 |  |  |  | — |  |  |  | (14,123 | ) |  |  | 985,877 |
8.625% senior notes due 2025 |  | 8.625 | % |  |  | 600,000 |  |  |  | — |  |  |  | (11,108 | ) |  |  | 588,892 |
Other |  | 6.124 | % |  |  | 4,145 |  |  |  | — |  |  |  | — |  |  |  | 4,145 |
Total long-term debt |  |  |  |  |  | 4,043,458 |  |  |  | (517 | ) |  |  | (55,409 | ) |  |  | 3,987,532 |
Less current maturities |  |  |  |  |  | 29,165 |  |  |  | — |  |  |  | — |  |  |  | 29,165 |
Long-term debt, net |  |  |  |  | $ | 4,014,293 |  |  | $ | (517 | ) |  | $ | (55,409 | ) |  | $ | 3,958,367 |
|  | December 31, 2019 |
|  |  |  |  |  |  |  |  |  |  |  |  | Unamortized |  |  |  |  |
|  | Interest |  |  |  |  |  |  |  |  |  |  | Origination |  |  |  |  |
|  | Rates at |  |  | Outstanding |  |  | Unamortized |  |  | Fees and |  |  | Long-Term |
(In thousands) |  | December 31, 2019 |  |  | Principal |  |  | Discount |  |  | Costs |  |  | Debt, Net |
Bank credit facility |  | 3.753 | % |  | $ | 1,305,634 |  |  | $ | (671 | ) |  | $ | (14,255 | ) |  | $ | 1,290,708 |
6.375% senior notes due 2026 |  | 6.375 | % |  |  | 750,000 |  |  |  | — |  |  |  | (8,271 | ) |  |  | 741,729 |
6.000% senior notes due 2026 |  | 6.000 | % |  |  | 700,000 |  |  |  | — |  |  |  | (9,244 | ) |  |  | 690,756 |
4.750% senior notes due 2027 |  | 4.750 | % |  |  | 1,000,000 |  |  |  | — |  |  |  | (15,584 | ) |  |  | 984,416 |
Other |  | 11.138 | % |  |  | 58,322 |  |  |  | — |  |  |  | — |  |  |  | 58,322 |
Total long-term debt |  |  |  |  |  | 3,813,956 |  |  |  | (671 | ) |  |  | (47,354 | ) |  |  | 3,765,931 |
Less current maturities |  |  |  |  |  | 26,994 |  |  |  | — |  |  |  | — |  |  |  | 26,994 |
Long-term debt, net |  |  |  |  | $ | 3,786,962 |  |  | $ | (671 | ) |  | $ | (47,354 | ) |  | $ | 3,738,937 |
The outstanding principal amounts under our bank credit facility are comprised of the following:
|  | September 30, |  |  | December 31, |
(In thousands) |  | 2020 |  |  | 2019 |
Revolving Credit Facility |  | $ | — |  |  | $ | 235,000 |
Term A Loan |  |  | 223,762 |  |  |  | 234,300 |
Refinancing Term B Loans |  |  | 765,551 |  |  |  | 795,034 |
Swing Loan |  |  | — |  |  |  | 41,300 |
Total outstanding principal amounts under the bank credit facility |  | $ | 989,313 |  |  | $ | 1,305,634 |
With a total revolving credit commitment of $945.5 million available under the bank credit facility, no borrowings on the Revolving Credit Facility and the Swing Loan and $12.6 million allocated to support various letters of credit, there is a remaining contractual availability of $932.9 million as of September 30, 2020. Bank Credit Agreement Amendments The Company is party to a Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Boyd Credit Agreement"), governing its senior secured revolving credit facility (the "Revolving Credit Facility"), senior secured term loan A facility (the "Term A Loan") and senior secured term loan B facility (collectively with the Revolving Credit Facility and the Term A Loan, the "Credit Facilities"). The Boyd Credit Agreement includes, for the benefit of the Revolving Credit Facility and the Term A Loan, certain financial covenants, including a maximum total net leverage ratio covenant, a maximum secured net leverage ratio covenant and a minimum interest coverage ratio covenant (collectively, the "Financial Covenants"). The calculations used to determine the Company’s compliance with the Financial Covenants are dependent on its Consolidated EBITDA, as defined by the Boyd Credit Agreement. Due to the closure in first quarter 2020 of the Company’s properties due to the COVID pandemic, the Company’s Consolidated EBITDA was significantly affected whereby it became reasonably possible that the Company may be unable to maintain compliance with the Financial Covenants. On May 8, 2020 (the "Amendment Effective Date"), the Company entered into an Amendment No. 3 to the Boyd Credit Agreement (the "Credit Agreement Amendment"), by and among the Company, the subsidiaries of the Company party thereto, the administrative agent and the lenders party thereto. The Credit Agreement Amendment provides that during the period (the "Covenant Relief Period") beginning on March 30, 2020 and ending on the earlier of (x) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the Credit Agreement Amendment, the Financial Covenants under the Boyd Credit Agreement will not be tested. Instead, during the Covenant Relief Period, the Company will be required to maintain a minimum level of liquidity (calculated to include unrestricted cash and cash equivalents and unused commitments under the Revolving Credit Facility) of $250.0 million and, through the later of the end of the Covenant Relief Period and the date on which the company achieves a total net leverage ratio of no greater than 6.00 to 1.00, the Company will be subject to limitations on its ability to incur debt and liens, make investments and restricted payments and certain other transactions. In addition, the Credit Agreement Amendment, among other things, (i) amends the Financial Covenant levels that are applicable after the Covenant Relief Period and permits the Company to annualize Consolidated EBITDA for certain periods for purposes of the Financial Covenants, (ii) provides that, during the Covenant Relief Period, loans under the Revolving Credit Facility and the Term Loan A Facility shall bear interest at either (a) a base rate or (b) an adjusted LIBOR rate, in each case, plus an applicable margin, in the case of base rate loans, of 1.75%, and in the case of adjusted LIBOR rate loans, of 2.75%, (iii) provides for a 0.50% LIBOR floor and a 1.50% base rate floor, in each case, applicable to LIBOR rate loans and base rate loans under the Revolving Credit Facility and the Term Loan A Facility, (iv) provides that, for purposes of determining compliance with the conditions to credit extensions under the Revolving Credit Facility during the Covenant Relief Period, the definition of "Material Adverse Effect" shall not include effects, events, occurrences, facts, conditions or changes arising out of or resulting from or in connection with the COVID-19 pandemic and (v) makes certain other changes to the covenants and other provisions of the Existing Credit Agreement. On August 6, 2020, the Company entered into an Amendment No. 4 to the Boyd Credit Agreement ("Amendment No. 4"), by and among the Company, certain direct and indirect subsidiary guarantors of the Company, the administrative agent and lenders party thereto. Amendment No. 4 modifies the existing Boyd Credit Agreement and provides for (i) certain amendments to the covenants and other provisions of the existing Boyd Credit Agreement as described in the amendment, (ii) an extension of the maturity dates of the Company’s existing Revolving Credit Facility and Term A Loan and (iii) a replacement of non-consenting lenders with the Replacement Lender and consenting lenders and a reallocation of a portion of the Term A Loan to commitments under the Revolving Credit Facility. Upon effectiveness of Amendment No. 4, (i) the Term A Loan will have quarterly amortization payments equal to 5% per annum, increasing to 10% per annum for the fiscal quarters ended June 30, 2021 and September 30, 2021 and 20% per annum for the fiscal quarters ended December 31, 2021 and thereafter and (ii) both facilities will mature on September 15, 2023, provided that if the maturity date of the Company’s existing Refinancing Term B Loans is not extended, then such facilities will mature 91 days before the maturity date of the Refinancing Term B Loans. The existing Revolving Credit Facility and Term A Loan will remain "Covenant Facilities" under the Boyd Credit Agreement and will be subject to minimum interest coverage ratio, maximum total leverage ratio and secured leverage ratio financial covenants as set forth in the Boyd Credit Agreement. Amendment No. 4 became effective on October 8, 2020. Belterra Park Agreement On May 6, 2020 we entered into an agreement with Gold Merger Sub, LLC ("Gold Merger Sub"), a wholly owned subsidiary of Gaming and Leisure Properties, Inc. ("GLP"), for the acquisition of Boyd (Ohio) PropCo, LLC ("BP PropCo"), the entity that owns the real estate of Belterra Park (the "Real Estate"), with the merger consummated and the transaction closed at the time of the execution of the merger agreement. That agreement provided that Gold Merger Sub would acquire BP PropCo via a merger (the "Merger"), which would be treated for income tax purposes as a taxable asset acquisition consisting of the exchange of the Real Estate by us in satisfaction of the $57.7 million promissory note (the "Note") and mortgage executed in connection with GLP’s initial financing of our acquisition of the Real Estate in October 2018. Prior to the Merger, PNK (Ohio), LLC ("BP OpCo"), which owns the business operations of Belterra Park, leased the Real Estate from BP PropCo pursuant to a master lease that is the same in all material respects as the Master Lease between Boyd TCIV, LLC and Gold Merger Sub (the "BP Master Lease" and "GLP Master Lease," respectively). Rent paid under the BP Master Lease to BP PropCo by BP OpCo was then paid by BP PropCo to Gold Merger Sub as interest on the Note. As a result of the Merger, Gold Merger Sub has become the Landlord under the BP Master Lease and now receives rent payable under the BP Master Lease (equal to, and in lieu of, the interest payments on the Note received prior to consummation of the Merger). As an additional step in connection with the Merger, we expect to add BP OpCo as a subtenant to the GLP Master Lease (in connection with the termination of the BP Master Lease), resulting in a single Master Lease with GLP, subject to the prior receipt of all required governmental approvals. As a result of the transaction, the Company recorded an operating lease right-of-use-asset and operating lease liability of $40.9 million on the condensed consolidated balance sheet as of the transaction date. The operating lease right-of-use asset and operating lease liability were valued by utilizing a discount rate of 11.1% and a maturity date of April 30, 2031. For the nine months ended September 30, 2020, the cost and operating cash flow outflow related to the lease was $2.7 million. 8.625% Senior Notes due June 2025 On May 21, 2020, we issued $600 million aggregate principal amount of 8.625% senior notes due June 2025 (the "8.625% Notes"). The 8.625% Notes require semi-annual interest payments on June 1 and December 1 of each year, commencing on December 1, 2020. The 8.625% Notes will mature on June 1, 2025 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. The net proceeds from the 8.625% Notes were used for general corporate purposes, including working capital and to pay fees and expenses related to the offering. In conjunction with the issuance of the 8.625% Notes, we incurred approximately $12.0 million in debt financing costs that have been deferred and are being amortized over the term of the 8.625% Notes using the effective interest method. At any time prior to June 1, 2022, we may redeem the 8.625% 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 June 1, 2022, we may redeem all or a portion of the 8.625% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 104.313% in 2022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. 4.750% Senior Notes due December 2027 On December 3, 2019, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027 (the "4.750% Notes"). In connection with the private placement of the 4.750% Notes, we entered into a registration 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 4.750% Notes. We filed the required registration statement and commenced the exchange offer in July 20 20. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled. Covenant Compliance As of September 30, 2020, we believe that we were in compliance with the covenants of our debt instruments.

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