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Long-term Debt
12 Months Ended
Dec. 31, 2016
Long-term Debt  
Long-term Debt

9.Long‑term Debt

 

Long‑term debt, net of current maturities, is as follows:

 

 

 

 

 

 

 

 

 

 

 

December 31,

    

December 31,

 

 

 

2016

 

2015

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

Senior secured credit facility

 

$

976,845

 

$

1,259,740

 

$300 million 5.875 % senior unsecured notes due November 1, 2021

 

 

300,000

 

 

300,000

 

Other long-term obligations

 

 

154,084

 

 

146,992

 

Capital leases

 

 

1,760

 

 

28,466

 

 

 

 

1,432,689

 

 

1,735,198

 

Less current maturities of long-term debt

 

 

(85,595)

 

 

(92,108)

 

Less net discounts

 

 

(620)

 

 

(686)

 

Less debt issuance costs, net of accumulated amortization of $20.5 million and $13.3 million, respectively

 

 

(16,535)

 

 

(23,553)

 

 

 

$

1,329,939

 

$

1,618,851

 

 

The following is a schedule of future minimum repayments of long-term debt as of December 31, 2016 (in thousands):

 

 

 

 

 

 

2017

    

$

85,504

 

2018

 

 

687,552

 

2019

 

 

19,773

 

2020

 

 

253,059

 

2021

 

 

330,912

 

Thereafter

 

 

55,889

 

Total minimum payments

 

$

1,432,689

 

 

Senior Secured Credit Facility

 

On October 30, 2013, the Company entered into a new senior secured credit facility. The new senior secured credit facility consists of a five year $500 million revolver, a five year $500 million Term Loan A facility, and a seven year $250 million Term Loan B facility. The Term Loan A facility was priced at LIBOR plus a spread (ranging from 2.75% to 1.25%) based on the Company’s consolidated total net leverage ratio as defined in the new senior secured credit facility. The Term Loan B facility was priced at LIBOR plus 2.50%, with a 0.75% LIBOR floor. In connection with the repayment of the previous senior secured credit facility, the Company recorded a $21.5 million loss on the early extinguishment of debt for the year ended December 31, 2013 related to debt issuance costs write‑offs and the write‑off of the discount on the Term Loan B facility of the previous senior secured credit facility.

 

On April 28, 2015, the Company entered into an agreement to amend its senior secured credit facility.   In August 2015, the amendment to the senior secured credit facility went into effect increasing the capacity under an existing five year revolver from $500 million to $633.2 million and increased the existing five year $500 million Term Loan A facility by $146.7 million.  The seven year $250 million Term Loan B facility remained unchanged. 

 

The Company’s senior secured credit facility had a gross outstanding balance of $976.8 million at December 31, 2016, consisting of a $543.3 million Term Loan A facility, a $242.5 million Term Loan B facility, and $191.0 million outstanding on the revolving credit facility. This compares with a $1,259.7 million gross outstanding balance at December 31, 2015 which consisted of a $592.7 million Term Loan A facility, a $245.0 million Term Loan B facility and $422.0 million outstanding on the revolving credit facility. Additionally, at December 31, 2016 and 2015, the Company was contingently obligated under letters of credit issued pursuant to the senior secured credit facility with face amounts aggregating $23.0 million and $23.4 million, respectively, resulting in $419.1 million and $187.7 million of available borrowing capacity as of December 31, 2016 and 2015, respectively, under the revolving credit facility.

 

The payment and performance of obligations under the senior secured credit facility are guaranteed by a lien on and security interest in substantially all of the assets (other than excluded property such as gaming licenses) of the Company and its subsidiaries.  In January 2017, the Company completed a refinancing and used the proceeds to payoff its existing senior secured credit facility.  See Note 20 “Subsequent Events” for more information.

 

5.875% Senior Unsecured Notes

 

On October 30, 2013, the Company completed an offering of $300 million 5.875% senior unsecured notes that mature on November 1, 2021 (the “5.875% Notes”) at a price of par. Interest on the 5.875% Notes is payable on May 1 and November 1 of each year. The 5.875% Notes are senior unsecured obligations of the Company. The 5.875% Notes will not be guaranteed by any of the Company’s subsidiaries except in the event that the Company in the future issues certain subsidiary‑guaranteed debt securities. The Company may redeem the 5.875% Notes at any time, and from time to time, on or after November 1, 2016, at the declining redemption premiums set forth in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. Prior to November 1, 2016, the Company may redeem the 5.875% Notes at any time, and from time to time, at a redemption price equal to 100% of the principal amount of the 5.875% Notes redeemed plus a “make‑whole” redemption premium described in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. In addition, the 5.875% Notes may be redeemed prior to November 1, 2016 from net proceeds raised in connection with an equity offering as long as the Company pays 105.875% of the principal amount of the 5.875% Notes, redeems the 5.875% Notes within 180 days of completing the equity offering, and at least 60% of the 5.875% Notes originally issued remains outstanding.

 

The Company used the proceeds of the new senior secured credit facility, new 5.875% Notes, and cash on hand, to repay its previous senior secured credit facility, to fund the cash tender offer to purchase any and all of its previously issued 83/4% Notes and the related consent solicitation to make certain amendments to the indenture governing the 83/4% Notes, to satisfy and discharge such indenture, to pay related fees and expenses and for working capital purposes.

 

In January 2017, the Company completed an offering of $400 million 5.625% senior unsecured notes that mature on January 19, 2027, and used the proceeds to payoff its existing senior unsecured notes.  See Note 20 “Subsequent Events” for more information.

 

Other Long‑Term Obligations

 

Other long term obligations at December 31, 2016 and 2015 of $154.1 million and $147.0 million, respectively, included $118.9 million and $131.7 million, respectively, related to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course.  At December 31, 2016 and 2015, $14.4 million and $15.3 million, respectively, related to the repayment obligation of a hotel and event center located near Hollywood Casino Lawrenceburg and $20.8 million related to a corporate airplane loan; all of which are more fully described below. 

 

Ohio Relocation Fees

 

In June 2013, the Company finalized the terms of its memorandum of understanding with the State of Ohio, which included an agreement by the Company to pay a relocation fee in return for being able to relocate its existing racetracks in Toledo and Grove City to Dayton and Mahoning Valley, respectively. Upon opening of these two racinos in Ohio in the third quarter of 2014, the relocation fee for each new racino was recorded at the present value of the contractual obligation, which was calculated to be $75 million based on the 5% discount rate included in the agreement. The relocation fee for each facility is payable as follows: $7.5 million upon the opening of the facility and eighteen semi-annual payments of $4.8 million beginning one year from the commencement of operations. This obligation is accreted to interest expense at an effective yield of 5.0%.  The amount included in interest expense related to this obligation was $6.2 million and $6.7 million for the year ended December 31, 2016 and 2015, respectively.

 

Event Center

 

The City of Lawrenceburg Department of Redevelopment completed construction of a hotel and event center located less than a mile away from Hollywood Casino Lawrenceburg. Effective in mid-January 2015, by contractual agreement, a repayment obligation for the hotel and event center was assumed by a wholly-owned subsidiary of the Company in the amount of $15.3 million, which was financed through a loan with the City of Lawrenceburg Department of Redevelopment, in exchange for conveyance of the property.  The Company is obligated to make annual payments on the loan of approximately $1 million for twenty years beginning January 2016. This obligation is accreted to interest expense at its effective yield of 3.0%. The amount included in interest expense related to this obligation was $0.4 million for the years ended December 31, 2016 and 2015.

 

Corporate Airplane Loan

 

On September 30, 2016, the Company acquired a previously leased corporate airplane that was accounted for as a capital lease and financed the purchase price with an amortizing loan at a fixed interest rate of 5.22% for a term of five years with monthly payments of $220 thousand and a balloon payment of $12.6 million at the end of the loan term.  The loan was subsequently repaid in full on January 19, 2017. 

 

Covenants

 

The Company’s senior secured credit facility and senior unsecured notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company’s senior secured credit facility and senior unsecured notes restrict, among other things, its ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities.

 

At December 31, 2016, the Company was in compliance with all required financial covenants.