Long-Term Debt

6 Months Ended

Jun. 30, 2020

Long-term debt consisted of the following (in thousands):


	June 30, 2020		December 31, 2019
Term Loan	$	488,750	$	498,750
Less: Unamortized discount and debt issuance costs	(6,988)		(7,982)
Net	481,762		490,768
6% Senior Notes due 2026	600,000		600,000
Less: Unamortized debt issuance costs	(16,874)		(17,958)
Net	583,126		582,042
6% Senior Notes due 2025	875,000		875,000
Plus: Unamortized debt premium	18,512		20,214
Less: Unamortized debt issuance costs	(14,643)		(15,939)
Net	878,869		879,275
7% Senior Notes due 2023	375,000		375,000
Less: Unamortized discount and debt issuance costs	(4,317)		(4,923)
Net	370,683		370,077
Revolving Credit Facility	108,000		—
Lumière Loan	246,000		246,000
Long-term notes and other payables	2,410		2,554
Less: Current portion	(111)		(246,175)
Total long-term debt	$	2,670,739	$	2,324,541

Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $1.6 million and $1.9 million for the three months ended June 30, 2020 and 2019, respectively, and $3.2 million and $3.8 million for the six months ended June 30, 2020 and 2019 respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense.

As of June 30, 2020, scheduled maturities of long-term debt were $246.1 million for the remainder of 2020, $0.2 million in 2021, $0.2 million in 2022, $483.1 million in 2023, $488.9 million in 2024, and $1.5 billion thereafter. See “Lumière Loan” below regarding $246 million of scheduled maturities during 2020.

Term Loan and Revolving Credit Facility

The Company was party to a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (as amended the “Credit Facility”), consisting of a $1.5 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a $500.0 million revolving credit facility (the “Revolving Credit Facility”). The Company’s obligations under the Revolving Credit Facility were to mature on October 1, 2023 and the Company’s obligations under the Term Loan Facility were to mature on April 17, 2024.

In an effort to maintain liquidity and provide financial flexibility as the effects of COVID-19 continue to evolve and impact global financial markets, the Company borrowed $465.0 million under its revolving credit facility on March 16, 2020, of which the Company repaid $357.0 million of the outstanding balance as of June 30, 2020. The Company had $372.9 million of available borrowing capacity, after consideration of $19.1 million in outstanding letters of credit under its Revolving Credit Facility, as of June 30, 2020.

The interest rate per annum applicable to loans under the Revolving Credit Facility were, at the Company’s option, either LIBOR plus a margin ranging from 1.75% to 2.50% or a base rate plus a margin from 0.75% to 1.50%. The margin is based on the Company’s total leverage ratio. The interest rate per annum applicable to the loans under the Term Loan Facility was, at the Company’s option, either LIBOR plus 2.25%, or a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00%. Additionally, the Company paid a commitment fee on the unused portion of the Revolving Credit Facility of 0.50% per annum. As of June 30, 2020, the weighted average interest rate on the Term Loan and Revolving Credit Facility was 3.25% and 3.13%, respectively.

On July 6, 2020, the Company issued $3.4 billion aggregate principal amount of 2025 Secured Notes, $1.8 billion aggregate principal amount of 2027 Senior Notes and $1.0 billion aggregate principal amount of CRC Secured Notes in connection with the Merger. Upon the closing of the Merger, a portion of the net proceeds from the issuance of these notes were used to prepay in full all amounts outstanding under the Term Loan and Revolving Credit Facility and to repay the Company’s 6% Senior Notes due 2025, the Senior Notes due 2026, and the 7% Senior Notes due 2023. As a result of these transactions, the Company may incur a loss on extinguishment of debt during the third quarter of 2020, which could be significant.

Lumière Loan

The Company borrowed $246 million from GLPI to fund the purchase price of the real estate underlying Lumière. The Lumière Loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until October 1, 2020, and matures on October 1, 2020. The Lumière Loan was secured by a first priority mortgage on the Lumière real property that was released pursuant to its terms on October 1, 2019. On June 24, 2020, the Company received approval from Missouri Gaming Commission to sell Lumière to GLPI and leaseback the property under a long-term financing obligation. The loan is scheduled to mature during 2020; however, the Company classified the loan balance as long-term debt as of June 30, 2020 as the Lumière real estate will be refinanced under a long-term lease, or financing obligation, during the third quarter of 2020.

Debt and GLPI Master Lease Covenant Compliance

Due to the ongoing effects of the COVID-19 public health emergency, the Company’s ability to maintain compliance with the financial covenants under the Company’s Credit Facility was negatively impacted. On June 15, 2020, the Company entered into an amendment to the Credit Agreement which provided relief for the financial covenant requirement under the Credit Facility through September 30, 2021. During the covenant relief period the Company is required to maintain a minimum liquidity level, including unrestricted cash and unused commitments under the Revolving Credit Facility of $200.0 million.

Additionally, the GLPI Master Lease contains certain operating, capital expenditure and financial covenants thereunder, and the Company’s ability to maintain compliance with these covenants was also negatively impacted. On June 15, 2020, the Company entered into an amendment to the GLPI Master Lease which provides certain relief under these covenants in the event of facility closures due to public health emergencies, governmental restrictions and certain other instances of unavoidable delay. Subsequent to June 30, 2020, the amendment to the GLPI Master Lease became effective as the Company obtained all necessary approvals and the applicable waiting period expired.

As of June 30, 2020, the Company was in compliance with all of the applicable financial covenants under the 7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026, and the Lumière Loan.