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Note 5 - Long-term Debt

9 Months Ended

Sep. 30, 2021

NOTE 5. LONG-TERM DEBT

Long-term debt, net of current maturities and debt issuance costs, consists of the following:

	*September 30, 2021*
	*Interest*								*Unamortized*
	*Rates at*								*Origination*
	*September 30,*			*Outstanding*		*Unamortized*			*Fees and*			*Long-Term*
*(In thousands)*	*2021*			*Principal*		*Discount*			*Costs*			*Debt, Net*
Bank credit facility		2.312	%	$	878,011	$	(337	)	$	(9,380	)	$	868,294
4.750% senior notes due 2027		4.750	%		1,000,000		—			(12,175	)		987,825
8.625% senior notes due 2025		8.625	%		600,000		—			(8,727	)		591,273
4.750% senior notes due 2031		4.750	%		900,000		—			(14,079	)		885,921
Other		6.210	%		1,398		—			—			1,398
Total long-term debt					3,379,409		(337	)		(44,361	)		3,334,711
Less current maturities					41,853		—			—			41,853
Long-term debt, net				$	3,337,556	$	(337	)	$	(44,361	)	$	3,292,858

	*December 31, 2020*
	*Interest*							*Unamortized*
	*Rates at*							*Origination*
	*December 31,*		*Outstanding*		*Unamortized*			*Fees and*			*Long-Term*
*(In thousands)*	*2020*		*Principal*		*Discount*			*Costs*			*Debt, Net*
Bank credit facility	2.486	%	$	896,185	$	(472	)	$	(12,924	)	$	882,789
6.375% senior notes due 2026	6.375	%		750,000		—			(6,947	)		743,053
6.000% senior notes due 2026	6.000	%		700,000		—			(7,849	)		692,151
4.750% senior notes due 2027	4.750	%		1,000,000		—			(13,636	)		986,364
8.625% senior notes due 2025	8.625	%		600,000		—			(10,512	)		589,488
Other	6.137	%		3,638		—			—			3,638
Total long-term debt				3,949,823		(472	)		(51,868	)		3,897,483
Less current maturities				30,740		—			—			30,740
Long-term debt, net			$	3,919,083	$	(472	)	$	(51,868	)	$	3,866,743

The outstanding principal amounts under our bank credit facility are comprised of the following:

	*September 30,*		*December 31,*
*(In thousands)*	*2021*		*2020*
Revolving Credit Facility	$	—	$	—
Term A Loan		125,106		133,796
Refinancing Term B Loans		752,905		762,389
Swing Loan		—		—
Total outstanding principal amounts under the bank credit facility	$	878,011	$	896,185

With a total revolving credit commitment of $1,033.7 million available under the bank credit facility, no borrowings on the Revolving Credit Facility and the Swing Loan and $11.9 million allocated to support various letters of credit, there is a remaining contractual availability of $1,021.8 million as of September 30, 2021.

Bank Credit Agreement Amendment

On May 25, 2021, the Company entered into an Amendment No. 5 (the "Amendment") among the Company, certain direct and indirect subsidiary guarantors of the Company (the "Guarantors"), Bank of America, N.A., as administrative agent, and certain other financial institutions party thereto as lenders. The Amendment modifies that certain Third Amended and Restated Credit Agreement (as amended prior to the execution of the Amendment, the "Existing Credit Agreement," and as amended by the Amendment, the "Credit Agreement"), dated as of August 14, 2013, among the Company, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swing line lender, and certain other financial institutions party thereto as lenders.

The Amendment modifies the Existing Credit Agreement to remove certain of the limitations imposed during the covenant relief period by a prior amendment on (i) the Company’s ability to refinance debt previously incurred under the ratio debt basket and (ii) the Company’s ability to repay junior secured or unsecured indebtedness, such that, during the covenant relief period, subject to certain limitations, including the achievement of a total net leverage ratio of 5.50 to 1.00 on a pro forma basis, the absence of events of default, pro forma compliance with financial covenants (to the extent applicable during the covenant relief period), the use of no more than $200 million of proceeds of borrowings under the revolving credit facility under the Credit Agreement for such purpose and no use of any cash or cash equivalents held in casino cages for such purpose, the Company may repay junior secured or unsecured indebtedness with cash on hand and borrowings under such revolving credit facility.

4.750% Senior Notes due June 2031

On June 8, 2021, we issued $900 million aggregate principal amount of 4.750% senior notes due June 2031 (the "4.750% Notes due 2031"). The 4.750% Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year, commencing on September 15, 2021. The 4.750% Notes due 2031 will mature on June 15, 2031 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 4.750% Notes due 2031 and cash on hand were used to finance the redemption of our outstanding 6.375% senior notes due April 2026 ("6.375% Notes") and 6.000% senior notes due August 2026 ("6.000% Notes").

In conjunction with the issuance of the 4.750% Notes due 2031, we incurred approximately $14.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Notes due 2031 using the effective interest method.

At any time prior to June 15, 2026, we may redeem the 4.750% Notes due 2031, 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. In addition, at any time prior to June 15, 2024, we may redeem up to 40% of the aggregate principal amount of the 4.750% Notes due 2031 at a redemption price (expressed as percentages of the principal amount) equal to 104.750%, plus accrued and unpaid interest and Additional Interest.

Redemption of 6.375% Senior Notes due April 2026

On June 9, 2021, we redeemed all our 6.375% Notes at a redemption price of 103.188% plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Notes due 2031. The Company used operating cash to pay the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption.

Redemption of 6.000% Senior Notes due August 2026

On June 9, 2021, we redeemed all our 6.000% Notes at a redemption price of 103.993% plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Notes due 2031 and cash on hand. The Company used operating cash to pay the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption.

Covenant Compliance

As of September 30, 2021, we believe that we were in compliance with the covenants of our debt instruments.