LONG-TERM DEBT AND OTHER NOTES PAYABLE

12 Months Ended

Dec. 31, 2024

LONG-TERM DEBT AND OTHER NOTES PAYABLE

LONG-TERM DEBT AND OTHER NOTES PAYABLE

NOTE 9.   LONG-TERM DEBT AND OTHER NOTES PAYABLE

The following table summarizes the carrying amount and fair value of our debt facilities as of December 31, 2024:

	As of December 31,
	2024				2023
		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value
	(In thousands)
5 1/4% Senior Secured Notes due 2026	$	750,000	$	686,475	$	750,000	$	665,678
6 5/8% Senior Notes due 2026		750,000		595,725		750,000		591,525
Other notes payable		44,774		44,774		46,594		46,594
Subtotal		1,544,774	$	1,326,974		1,546,594		1,303,797
Unamortized deferred financing costs and other debt discounts, net		(1,509)				(2,391)
Total		1,543,265				1,544,203
Less: current portion		(9,548)				(5,225)
Long-term debt and other notes payable, net of current portion	$	1,533,717			$	1,538,978

We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2).

5 1/4% Senior Secured Notes due 2026

On July 27, 2016, we issued $750.0 million aggregate principal amount of 5 1/4% Senior Secured Notes due August 1, 2026 (the “2026 Senior Secured Notes”). Interest on the 2026 Senior Secured Notes accrues at an annual rate of 5 1/4% and is payable semi-annually in cash, in arrears, on February 1 and August 1 of each year.

Our Senior Notes due 2026 are:

● our secured obligations;

● secured by security interests in substantially all of our and certain of our subsidiaries existing and future tangible and intangible assets on a first priority basis, subject to certain exceptions;

● effectively junior to our obligations that are secured by assets that are not part of the collateral that secures the 2026 Senior Secured Notes to the extent of the value of the collateral securing such obligations;

● effectively senior to our existing and future unsecured obligations to the extent of the value of the collateral securing the 2026 Senior Secured Notes, after giving effect to permitted liens as provided in the 2016 Secured Indenture;

● senior in right of payment to all of our existing and future obligations that are expressly subordinated to the 2026 Senior Secured Notes;

● structurally junior to any existing and future obligations of any of our subsidiaries that do not guarantee the 2026 Senior Secured Notes; and

● unconditionally guaranteed, jointly and severally, on a general senior secured basis by certain of our subsidiaries, which guarantees rank equally with all of the guarantors’ existing and future unsubordinated indebtedness and effectively senior to such guarantors’ existing and future obligations to the extent of the value of the assets securing the 2026 Senior Secured Notes.

Subject to certain exceptions, the Indentures contain restrictive covenants that, among other things, impose limitations on our ability and, in certain instances, the ability of certain of our subsidiaries to:

● incur additional debt;

● pay dividends or make distributions on our capital stock or repurchase our capital stock;

● make certain investments;

● create liens or enter into sale and leaseback transactions;

● enter into transactions with affiliates;

● merge or consolidate with another company;

● transfer and sell assets; and

● restrict our subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets.

In the event of a change of control, as defined in the respective indenture, we would be required to make an offer to repurchase all or any part of a holder’s 2026 Senior Secured Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

6 5/8% Unsecured Senior Notes due 2026

On July 27, 2016, we issued $750 million aggregate principal amount of 6 5/8% Senior Unsecured Notes due August 1, 2026 (the “2026 Senior Unsecured Notes”). Interest on the 2026 Senior Unsecured Notes accrues at an annual rate of 6 5/8% and is payable semi-annually in cash, in arrears, on February 1 and August 1 of each year.

Our Senior Notes due 2026 are:

● our unsecured senior obligations;

● ranked equally with all existing and future unsubordinated indebtedness and effectively junior to any secured indebtedness up to the value of the assets securing such indebtedness;

● effectively junior to our obligations that are secured to the extent of the value of the collateral securing such obligations;

● senior in right of payment to all our existing and future obligations that are expressly subordinated to the 2026 Senior Unsecured Notes;

● structurally junior to any existing and future obligations of any of our subsidiaries that do not guarantee the 2026 Senior Unsecured Notes; and

● unconditionally guaranteed, jointly and severally, on a general senior secured basis by certain of our subsidiaries, which guarantees rank equally with all of the guarantors’ existing and future unsubordinated indebtedness, and effectively junior to any secured indebtedness of the guarantors up to the value of the assets securing such indebtedness.

Subject to certain exceptions, the Indentures contain restrictive covenants that, among other things, impose limitations on our ability and, in certain instances, the ability of certain of our subsidiaries to:

● incur additional debt;

● pay dividends or make distributions on our capital stock or repurchase our capital stock;

● make certain investments;

● create liens or enter into sale and leaseback transactions;

● enter into transactions with affiliates;

● merge or consolidate with another company;

● transfer and sell assets; and

● restrict our subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets.

In the event of a change of control, as defined in the respective indenture, we would be required to make an offer to repurchase all or any part of a holder’s 2026 Senior Unsecured Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

Interest on Long-Term Debt

		Annual
	Semi-Annual	Debt Service
	Payment Dates	Requirements
		(In thousands)
5 1/4% Senior Secured Notes due 2026	February 1 and August 1	$	39,375
6 5/8% Senior Notes due 2026	February 1 and August 1	$	49,688