XML 35 R15.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Note 7 - Long-term Debt | 12 Months Ended
--- | ---
Dec. 31, 2023
Notes to Financial Statements |
Long-Term Debt [Text Block] | NOTE 7. LONG-TERM DEBT Long-term debt, net of current maturities and debt issuance costs, consists of the following:
|  | December 31, 2023 |
|  | Interest |  |  |  |  |  |  | Unamortized |  |  |  |  |
|  | Rates at |  |  |  |  |  |  | Origination |  |  |  |  |
|  | December 31, |  |  | Outstanding |  |  | Fees and |  |  | Long-Term |
(In thousands) |  | 2023 |  |  | Principal |  |  | Costs |  |  | Debt, Net |
Credit facility |  |  | 7.164 | % |  | $ | 1,046,300 |  |  | $ | (13,403 | ) |  | $ | 1,032,897 |
4.750% senior notes due 2027 |  |  | 4.750 | % |  |  | 1,000,000 |  |  |  | (7,792 | ) |  |  | 992,208 |
4.750% senior notes due 2031 |  |  | 4.750 | % |  |  | 900,000 |  |  |  | (10,111 | ) |  |  | 889,889 |
Other |  |  | 5.208 | % |  |  | 504 |  |  |  | — |  |  |  | 504 |
Total long-term debt |  |  |  |  |  |  | 2,946,804 |  |  |  | (31,306 | ) |  |  | 2,915,498 |
Less current maturities |  |  |  |  |  |  | 44,275 |  |  |  | — |  |  |  | 44,275 |
Long-term debt, net |  |  |  |  |  | $ | 2,902,529 |  |  | $ | (31,306 | ) |  | $ | 2,871,223 |
|  | December 31, 2022 |
|  | Interest |  |  |  |  |  |  | Unamortized |  |  |  |  |
|  | Rates at |  |  |  |  |  |  | Origination |  |  |  |  |
|  | December 31, |  |  | Outstanding |  |  | Fees and |  |  | Long-Term |
(In thousands) |  | 2022 |  |  | Principal |  |  | Costs |  |  | Debt, Net |
Credit facility |  |  | 6.166 | % |  | $ | 1,187,800 |  |  | $ | (17,865 | ) |  | $ | 1,169,935 |
4.750% senior notes due 2027 |  |  | 4.750 | % |  |  | 1,000,000 |  |  |  | (9,740 | ) |  |  | 990,260 |
4.750% senior notes due 2031 |  |  | 4.750 | % |  |  | 900,000 |  |  |  | (11,460 | ) |  |  | 888,540 |
Other |  |  | 5.208 | % |  |  | 674 |  |  |  | — |  |  |  | 674 |
Total long-term debt |  |  |  |  |  |  | 3,088,474 |  |  |  | (39,065 | ) |  |  | 3,049,409 |
Less current maturities |  |  |  |  |  |  | 44,275 |  |  |  | — |  |  |  | 44,275 |
Long-term debt, net |  |  |  |  |  | $ | 3,044,199 |  |  | $ | (39,065 | ) |  | $ | 3,005,134 |
Credit Facility Credit Agreement On March 2, 2022 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement") among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement replaced the Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (the "Prior Credit Facility"), among the Company, certain direct and indirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility and the Term A Loan mature on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events). The Term A Loan was fully funded on the Closing Date. Proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes. Amounts Outstanding The outstanding principal amounts under the Credit Facility are comprised of the following:
|  | December 31, |  |  | December 31, |
(In thousands) |  | 2023 |  |  | 2022 |
Revolving Credit Facility |  | $ | 180,000 |  |  | $ | 285,000 |
Term A Loan |  |  | 803,000 |  |  |  | 847,000 |
Swing Loan |  |  | 63,300 |  |  |  | 55,800 |
Total outstanding principal amounts |  | $ | 1,046,300 |  |  | $ | 1,187,800 |
The Revolving Credit Facility and the Term A Loan mature on March 2, 2027 (or earlier upon occurrence or non-occurrence of certain events). With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $180.0 million and $63.3 million in borrowings outstanding on the Revolving Credit Facility and on the Swing Loan, respectively, and $13.4 million allocated to support various letters of credit, there is a remaining contractual availability under the Credit Facility of $1,193.3 million at December 31, 2023. Interest and Fees The interest rate on the outstanding balance of the Revolving Credit Facility and the Term A Loan is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% and is determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will be determined based upon, at the Company’s option, either: (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or less subject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one month interest period plus 1.00%. Optional and Mandatory Prepayments Pursuant to the terms of the Credit Agreement (i) the loans under the Term A Loan will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing June 30, 2022, payable on a quarterly basis, and (ii) the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement. Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain conditions. Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness. Guarantees and Collateral The Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors granted the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement. The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or term loans and increases to the Revolving Credit Facility and Term A Loan in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions. Financial and Other Covenants The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions, and (v) imposing restrictions on investments, dividends and certain other payments. The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. Beginning with the fiscal quarter ended September 2023, the maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00 and prior to that was 5.00 to 1.00. Current Maturities of Our Indebtedness We classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts come due within the next twelve months. Senior Notes 4.750% Senior Notes due June 2031 On June 8, 2021, we issued $900.0 million aggregate principal amount of 4.750% senior notes due June 2031 ("4.750% Senior Notes due 2031"). The 4.750% Senior Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year. The 4.750% Senior 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% Senior 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% Senior Notes") and 6.000% senior notes due August 2026 ("6.000% Senior Notes"). In conjunction with the issuance of the 4.750% Senior Notes due 2031, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2031 using the effective interest method. The 4.750% Senior Notes due 2031 contain covenants that, subject to exceptions and qualifications, among other things, limit the Company’s ability and the ability of its Restricted Subsidiaries (as defined in the Indenture governing the 4.750% Senior Notes due 2031, the "4.750% Senior Notes due 2031 Indenture") to (i) incur additional indebtedness or liens; (ii) pay dividends or make distributions or repurchase the Company’s capital stock; (iii) make certain investments; and (iv) sell or merge with other companies. Upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2031 Indenture), the Company will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2031 at a price equal to 101% of the principal amount of the 4.750% Senior Notes due 2031, plus any accrued and unpaid interest and Additional Interest, if any, up to, but not including, the date of purchase. If the Company sells assets, it will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2031. At any time prior to June 15, 2026, we may redeem the 4.750% Senior 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% Senior 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. 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 (" 4.750% Senior Notes due 2027"). The 4.750% Senior Notes due 2027 require semi-annual interest payments on June 1 and December 1 of each year. The 4.750% Senior Notes due 2027 will mature on December 1, 2027 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% Senior Notes due 2027 were used to finance the redemption of all of our outstanding 6.875% senior notes due in 2023 and prepay a portion of our Prior Refinancing Term B Loan. In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method. The 4.750% Senior Notes due 2027 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 indenture governing the 4.750% Senior Notes due 2027, the " 4.750% Senior Notes due 2027 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 4.750% Senior Notes due 2027 Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2027 at a price equal to 101% of the principal amount of the 4.750% Senior Notes due 2027, plus accrued and unpaid interest and Additional Interest (as defined in the 4.750% Senior Notes due 2027 Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2027. At any time after December 1, 2022, we may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices (expressed as percentages of the principal amount) ranging from 102.375% to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") to permit the holders to exchange or resell the 4.750% Senior Notes due 2027. We filed the required registration statement and commenced the exchange offer in July 2020. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled. Redemption of 8.625% Senior Notes due June 2025 On November 5, 2021, we redeemed $300.0 million of our 8.625% Senior Notes due June 2025 ("8.625% Senior Notes") at a redemption price that was calculated pursuant to the formula set forth in the 8.625% Indenture governing the 8.625% Senior Notes. The redemption including the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption, was funded with cash on hand. On June 1, 2022, we redeemed the remaining $300.0 million outstanding 8.625% Senior Notes at a redemption price of 104.313% plus accrued and unpaid interest to the redemption date. The redemptions, including the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption, was funded through a combination of cash on hand and borrowings under our Revolving Credit Facility. Redemption of 6.000% Senior Notes due August 2026 On June 9, 2021, we redeemed all our $700.0 million aggregate principal amount of 6.000% senior notes due 2026 ("6.000% Senior 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% Senior 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. Redemption of 6.375% Senior Notes due April 2026 On June 9, 2021, we redeemed all our $750.0 million aggregate principal amount of 6.375% senior notes due 2026 ("6.375% Senior 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% Senior 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. Loss on Early Extinguishments and Modifications of Debt The components of the loss on early extinguishments and modifications of debt are as follows:
|  | Year Ended December 31, |
(In thousands) |  | 2023 |  |  | 2022 |  |  | 2021 |
6.375% Senior Notes premium fees paid |  | $ | — |  |  | $ | — |  |  | $ | 23,910 |
6.375% Senior Notes deferred finance charges written off |  |  | — |  |  |  | — |  |  |  | 6,370 |
6.000% Senior Notes premium fees paid |  |  | — |  |  |  | — |  |  |  | 27,953 |
6.000% Senior Notes deferred finance charges written off |  |  | — |  |  |  | — |  |  |  | 7,240 |
8.625% Senior Notes premium fees paid |  |  | — |  |  |  | 12,939 |  |  |  | 25,873 |
8.625% Senior Notes deferred finance charges written off |  |  | — |  |  |  | 3,570 |  |  |  | 3,732 |
Prior Credit Facility deferred finance charges written off |  |  | — |  |  |  | 3,306 |  |  |  | — |
Prior Credit Facility debt modification fees paid |  |  | — |  |  |  | — |  |  |  | 77 |
Total loss on early extinguishments and modifications of debt |  | $ | — |  |  | $ | 19,815 |  |  | $ | 95,155 |
Covenant Compliance As of December 31, 2023, we were in compliance with the financial and other covenants of our debt instruments. The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, the Company may still borrow under its existing credit facility. At December 31, 2023, the available borrowing capacity under our Credit Facility was $1,193.3 million. Scheduled Maturities of Long-Term Debt The scheduled maturities of long-term debt are as follows:
(In thousands) |  | Total |
For the year ending December 31, |  |  |  |
2024 |  | $ | 44,275 |
2025 |  |  | 44,229 |
2026 |  |  | 44,000 |
2027 |  |  | 1,914,300 |
2028 |  |  | — |
Thereafter |  |  | 900,000 |
Total outstanding principal of long-term debt |  | $ | 2,946,804 |

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
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://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration