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Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt

Note 8 – Debt 

Senior Secured Credit Facilities

 

As of December 31, 2018, the Company’s Credit Facilities consisted of a $1.0 billion First Lien Facility (consisting of $800.0 million in term loans and a $200.0 million revolving credit facility) with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent), the lenders party thereto and the other entities party thereto, and a $200.0 million Second Lien Term Loan with Credit Suisse AG, Cayman Islands Branch (as administrative agent and collateral agent), the lenders party thereto and the other entities party thereto. During 2018, the size of the revolving credit facility under the First Lien Facility was increased from $100.0 million to $200.0 million. As of December 31, 2018, $792.0 million and $200.0 million of term loan borrowings were outstanding under the Company’s First Lien Facility and Second Lien Term Loan, respectively, there were no letters of credit outstanding under the First Lien Facility, and the revolving credit facility was undrawn, leaving borrowing availability under the revolving credit facility as of December 31, 2018 of $200.0 million.

Interest and Fees

Borrowings under each of the Credit Facilities bear interest, at the Company’s option, at either (1) a base rate equal to the greatest of the federal funds rate plus 0.50%, the applicable administrative agent’s prime rate as announced from time to time, or the LIBOR rate for a one-month interest period plus 1.00%, subject to a floor of 1.75% (with respect to the term loans) or 1.00% (with respect to borrowings under the revolving credit facility) or (2) the LIBOR rate for the applicable interest period, subject to a floor of 0.75% (with respect to the term loans only), plus in each case, an applicable margin. The applicable margin for the term loans under the First Lien Facility is 2.00% for base rate loans and 3.00% for LIBOR rate loans. The applicable margin for borrowings under the revolving credit facility under the First Lien Facility ranges from 1.50% to 2.00% for base rate loans and 2.50% to 3.00% for LIBOR rate loans, based on the Company’s net leverage ratio. The applicable margin for the Second Lien Term Loan is 6.00% for base rate loans and 7.00% for LIBOR rate loans. The commitment fee for the revolving credit facility is payable quarterly at a rate of 0.375% or 0.50%, depending on the Company’s net leverage ratio, and is accrued based on the average daily unused amount of the available revolving commitment. As of December 31, 2018, the weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facilities was approximately 5.8%.

 

Optional and Mandatory Prepayments

The revolving credit facility under the First Lien Facility matures on October 20, 2022, and the term loans under the First Lien Facility mature on October 20, 2024. The term loans under the First Lien Facility are repayable in 27 quarterly installments of $2.0 million each, which commenced in March 2018, followed by a final installment of $746.0 million at maturity. The term loans under the Second Lien Term Loan are repayable in full at maturity on October 20, 2025.

 

Guarantees and Collateral

Borrowing under each of the Credit Facilities are guaranteed by each of the Company’s existing and future wholly-owned domestic subsidiaries (other than certain insignificant or unrestricted subsidiaries), and are secured by substantially all of the present and future assets of the Company and its subsidiary guarantors (subject to of certain exceptions).

 

Financial and Other Covenants

Under the Credit Facilities, the Company and its restricted subsidiaries are subject to certain limitations, including limitations on their respective ability to: incur additional debt, grant liens, sell assets, make certain investments, pay dividends and make certain other restricted payments. In addition, the Company will be required to pay down the term loans under the Credit Facilities under certain circumstances if the Company or its restricted subsidiaries issue debt, sell assets, receive certain extraordinary receipts or generate excess cash flow (subject to exceptions). The revolving credit facility under the First Lien Facility contains a financial covenant regarding a maximum net leverage ratio that applies when borrowings under the revolving credit facility exceed 30% of the total revolving commitment. The Credit Facilities also prohibit the occurrence of a change of control, which includes the acquisition of beneficial ownership of 50% or more of the Company’s capital stock (other than by certain permitted holders, which include, among others, Blake L. Sartini, Lyle A. Berman, Neil I. Sell and certain affiliated entities). If the Company defaults under the Credit Facilities due to a covenant breach or otherwise, the lenders may be entitled to, among other things, require the immediate repayment of all outstanding amounts and sell the Company’s assets to satisfy the obligations thereunder. The Company was in compliance with its financial covenants under the Credit Facilities as of December 31, 2018.

Former Senior Secured Credit Facility

 

In connection with the American Acquisition and the entry into the Credit Facilities, in October 2017 the Company repaid all principal amounts outstanding under the Company’s former credit agreement with Capital One, National Association (as administrative agent) and the lenders named therein, which amounted to approximately $173.4 million, together with accrued interest. The Company recognized a loss on extinguishment of debt of $1.7 million during the year ended December 31, 2017.

Summary of Outstanding Debt

Long-term debt, net is comprised of the following:

 

 

 

December 31,

 

(In thousands)

 

2018

 

 

2017

 

Term loans

 

$

992,000

 

 

$

1,000,000

 

Capital lease obligations

 

 

7,127

 

 

 

5,839

 

Notes payable

 

 

1,111

 

 

 

1,159

 

Total long-term debt

 

 

1,000,238

 

 

 

1,006,998

 

Less unamortized discount

 

 

(25,658

)

 

 

(30,122

)

Less unamortized debt issuance costs

 

 

(3,537

)

 

 

(3,917

)

 

 

 

971,043

 

 

 

972,959

 

Less current maturities

 

 

(10,480

)

 

 

(9,759

)

Long-term debt, net

 

$

960,563

 

 

$

963,200

 

 

Subsequent to fiscal year end, the Company borrowed $145.0 million on its revolving credit facility in connection with the closing of the Laughlin Acquisition on January 14, 2019.

Scheduled Principal Payments of Long-Term Debt

The scheduled principal payments due on long-term debt are as follows:

 

(In thousands)

 

 

 

For the year ending December 31,

 

 

 

2019

$

10,480

 

2020

 

9,941

 

2021

 

9,272

 

2022

 

8,199

 

2023

 

8,140

 

Thereafter

 

954,206

 

Total outstanding principal of long-term debt

$

1,000,238