Long-Term Debt

Long-term debt consists of the following:



	June 30, 2018			December 31, 2017
	(In millions)
Corporate and U.S. Related⁽¹⁾:
2013 U.S. Credit Facility — Extended Term B (net of unamortized original issue discount and deferred financing costs of $23 and $11, respectively)	$	3,479		$	2,150
HVAC Equipment Lease	12			12
Macao Related⁽¹⁾:
2016 VML Credit Facility — Term (net of unamortized deferred financing costs of $50 and $56, respectively)	4,038			4,043
2016 VML Credit Facility — Non-Extended Term (net of unamortized deferred financing costs of $2)	227			247
2016 VML Credit Facility — Revolving	497			—
Other	5			5
Singapore Related⁽¹⁾:
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $47 and $32, respectively)	3,065			3,183
	11,323			9,640
Less — current maturities	(184		)	(296		)
Total long-term debt	$	11,139		$	9,344

____________________


(1)	Unamortized deferred financing costs of $22 million and $24 million as of June 30, 2018 and December 31, 2017, respectively, related to the U.S., Macao and Singapore revolving credit facilities are included in other assets, net in the accompanying condensed consolidated balance sheets.

2013 U.S. Credit Facility

During March 2018, the Company entered into an agreement (the "Fifth Amendment Agreement") to amend the existing 2013 U.S. Credit Facility to, among other things, refinance the term loans (by way of continuing or replacing existing term loans) in an aggregate amount of $2.16 billion and to lower the applicable margin credit spread for adjusted Eurodollar rate term loans from 2.0% to 1.75% per annum and for alternative base rate term loans from 1.0% to 0.75% per annum (the interest rate was set at 3.8% as of June 30, 2018). Additionally, the Fifth Amendment Agreement extended the maturity date of the term loans from March 29, 2024 to March 27, 2025. The Company recorded a $3 million loss on modification of debt during the six months ended June 30, 2018, in connection with the Fifth Amendment Agreement.

During June 2018, the Company further amended the 2013 U.S. Credit Facility (the "Sixth Amendment Agreement") to, among other things, increase the amount of the term loans by $1.35 billion, to an aggregate amount of $3.51 billion. The additional $1.35 billion, which was fully drawn on the closing date, matures on March 27, 2025, and has terms substantially identical to those applicable to the term loans outstanding under the then existing credit agreement. The 2013 Extended U.S. Term B Facility is subject to quarterly amortization payments of $9 million, which began on June 30, 2018, followed by a balloon payment of $3.27 billion due on March 27, 2025.

As of June 30, 2018, the Company had $1.15 billion of available borrowing capacity under the 2013 Extended U.S. Revolving Facility, net of outstanding letters of credit.

2016 VML Credit Facility

As of June 30, 2018, the Company had $1.49 billion of available borrowing capacity under the 2016 VML Revolving Facility.

The interest rates on the term loans under the 2016 VML Credit Facility were set at 3.7% and 3.6% for loans accruing interest at an adjusted Eurodollar and Hong Kong Inter-Bank Offered Rate, respectively, as of June 30, 2018.

2012 Singapore Credit Facility

During March 2018, the Company amended its 2012 Singapore Credit Facility, which refinanced the facility in an aggregate amount of SGD 4.80 billion (approximately $3.51 billion at exchange rates in effect on June 30, 2018), pursuant to which consenting lenders of borrowings under the 2012 Singapore Term Facility extended the maturity to March 29, 2024, and consenting lenders of borrowings under the 2012 Singapore Revolving Facility extended the maturity to September 29, 2023. As of June 30, 2018, the Company had SGD 495 million (approximately $362 million at exchange rates in effect on June 30, 2018) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit.

Commencing with the quarterly period ended June 30, 2018, and at the end of each subsequent quarter through March 31, 2022, the amended facility agreement requires the borrower to repay the outstanding 2012 Singapore Term Facility in the amount of 0.5% of the aggregate principal amount outstanding as of March 19, 2018 (the "Singapore Restatement Date"). Commencing with the quarterly period ending June 30, 2022, and at the end of each subsequent quarter through March 31, 2023, the Company is required to repay the outstanding 2012 Singapore Term Facility in the amount of 5.0% of the aggregate principal amount outstanding as of the Singapore Restatement Date. For the quarterly periods ending June 30, 2023 through the termination date of March 29, 2024, the borrower is required to repay the outstanding 2012 Singapore Term Facility in the amount of 18.0% of the aggregate principal amount outstanding as of the Singapore Restatement Date. The leverage covenant was amended to provide that the leverage ratio not exceed 4.0x on the last day of each fiscal quarter through maturity.

The interest rate on the 2012 Singapore Term Facility was set at 2.6% as of June 30, 2018.

Debt Covenant Compliance

As of June 30, 2018, management believes the Company was in compliance with all debt covenants.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and capital lease obligations are as follows:



	Six Months Ended June 30,
	2018			2017
	(In millions)
Proceeds from 2013 U.S. Credit Facility	$	1,347		$	5
Proceeds from 2016 VML Credit Facility	746			649
	$	2,093		$	654
Repayments on 2016 VML Credit Facility	$	(269	)	$	(107	)
Repayments on 2012 Singapore Credit Facility	(33		)	(33		)
Repayments on 2013 U.S. Credit Facility	(9		)	(52		)
Repayments on Airplane Financings	—			(56		)
Repayments on HVAC Equipment Lease and Other Long-Term Debt	(2		)	(2		)
	$	(313	)	$	(250	)

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of June 30, 2018 and December 31, 2017, was approximately $11.27 billion and $9.61 billion, respectively, compared to its carrying value of $11.42 billion and $9.72 billion, respectively. The estimated fair value of the Company's long-term debt is based on level 2 inputs (quoted prices in markets that are not active).