Long-Term Debt

6 Months Ended

Jun. 30, 2019

Long-term debt consisted of the following:



(in thousands)	As of June 30, 2019			As of December 31, 2018

Revolving credit facility	$	120,000		$	—
Senior unsecured notes, due in 2025	400,000			400,000
Term loan B	294,750			296,250
Term loan B-1	763,088			—
Total outstanding principal	1,577,838			696,250
Less: Debt issuance costs and issuance discounts	(29,339		)	(7,486		)
Less: Current portion	(10,650		)	(3,000		)
Net carrying value of long-term debt	$	1,537,849		$	685,764
Fair value of long-term debt *	$	1,437,995		$	662,844

* Fair value of the 2025 Senior Notes is estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair values of the term loans are based on observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy.

2025 Senior Unsecured Notes

Our $400 million senior unsecured notes ("the 2025 Senior Notes") bear interest at a rate of 5.125% per annum and mature on May 15, 2025. Interest is payable semi-annually on May 15 and November 15 of each year. Prior to May 15, 2020, we may redeem the 2025 Senior Notes, in whole or in part, at any time, or from time to time, at a price equal to 100% of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium, as set forth in the 2025 Senior Notes indenture. In addition, on or prior to May 15, 2020, we may redeem up to 40% of the 2025 Senior Notes, using proceeds of equity offerings. If we sell certain of our assets or have a change of control, the holders of the 2025 Senior Notes may require us to repurchase some or all of the notes. The 2025 Senior Notes are also guaranteed by us and the majority of our subsidiaries. The 2025 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $7.0 million of deferred financing costs in connection with the issuance of the 2025 Senior Notes, which are being amortized over the life of the notes.

Term Loan B

Our $300 million term loan B matures in October 2024. We amended the term loan B on April 4, 2018, reducing the interest rate by 25 basis points. Following the amendment, interest is payable on term loan B at a rate based on LIBOR, plus a fixed margin of 2.00%. Interest will reduce to a rate of LIBOR plus a fixed margin of 1.75% if the company’s total net leverage, as defined by the amended agreement, is below 2.75. Term loan B requires annual principal payments of $3 million.

Our Financing Agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. As of June 30, 2019, we were not required to make any additional principal payments for excess cash flow.

As of June 30, 2019 and December 31, 2018, the interest rate on the term loan B was 4.40% and 4.34%, respectively. The weighted-average interest rate on the term loan B was 4.47% for the six months ended June 30, 2019.

Term Loan B-1

On May 1, 2019, we entered into a Fourth Amendment to the Third Amended and Restated Credit Agreement ("Fourth Amendment"). Under the Fourth Amendment, we issued a $765 million term loan B ("term loan B-1") that matures in May 2026 with interest payable at rates based on LIBOR, plus a fixed margin of 2.75%. Term loan B-1 requires annual principal payments of $7.7 million. Deferred financing costs and original issuance discount totaled approximately $23.0 million with term loan B-1, which are being amortized over the life of the loan.

Of the $765 million raised under the term loan B-1, $525 million of the proceeds were used to fund the Cordillera acquisition and pay related fees and expenses, which closed on May 1, 2019. The remaining proceeds are being segregated for financing a portion of the pending acquisition of eight broadcast television stations from the Nexstar transaction with Tribune Media Company, refer to Note 6. Restricted Cash.

As of June 30, 2019, the interest rate on the term loan B-1 was 5.15%. The weighted-average interest rate on the term loan B-1 was 5.21% for the two months it was outstanding during 2019.

Revolving Credit Facility

We have a $150 million revolving credit facility ("Revolving Credit Facility") that expires in April 2022. Interest is payable on the Revolving Credit Facility at rates based on LIBOR, plus a margin based on our leverage ratio, ranging from 1.75% to 2.50%. As of June 30, 2019, we had $120 million outstanding under the revolving credit facility with an interest rate of 4.40%. The weighted-average interest rate over the period during which we had a drawn revolver balance was 4.52%.

The Revolving Credit Facility includes maintaining a net leverage ratio when we have outstanding borrowings on the facility, as well as other restrictions on payments (dividends and share repurchases). Additionally, we can make acquisitions as long as the pro forma net leverage ratio is less than 5.5 to 1.0.

We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables, and equipment.

Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the Revolving Credit Facility.

As of June 30, 2019 and December 31, 2018 we had outstanding letters of credit totaling $6.0 million and $0.1 million, respectively, under the revolving credit facility.

New 2027 Senior Unsecured Notes

On July 26, 2019, our wholly-owned subsidiary, Scripps Escrow, Inc. ("Scripps Escrow"), issued $500 million of senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). Scripps Escrow, which was created solely to issue the 2027 Senior Notes, will deposit the gross proceeds of the offering into a segregated escrow account until, among other certain escrow release conditions, the pending acquisition of the eight television stations from Nexstar is completed. The proceeds from these 2027 Senior Notes and the incremental term loan B-1 proceeds will be used to finance the stations being acquired from Nexstar. The 2027 Senior Notes were priced at 100% of par value and interest is payable semi-annually on July 15 and January 15, commencing on January 15, 2020. Prior to July 15, 2022, we may redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes at a redemption price of 105.875% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the notes before 2022 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. Prior to the notes being released from escrow, the notes will not be guaranteed except for the limited Scripps Escrow guarantee. Following the release from escrow, the notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. There are no registration rights associated with the 2027 Senior Notes.