Note 4 - Long-term Debt

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Debt Disclosure [Text Block]

4. Long-term Debt

As of September 30, 2021 and December 31, 2020, long-term debt consisted of obligations under our senior credit facility (the “2019 Senior Credit Facility”), our 5.875% senior notes due 2026 (the “2026 Notes”), our 7.0% senior notes due 2027 (the “2027 Notes”) and our 4.75% senior notes due 2030 (the “2030 Notes”) as follows (in millions):

	September 30,			December 31,
	2021			2020
Long-term debt:
2019 Senior Credit Facility:
2017 Term Loan	$	595		$	595
2019 Term Loan		1,190			1,190
2026 Notes		700			700
2027 Notes		750			750
2030 Notes		800			800
Total outstanding principal, including current portion		4,035			4,035
Unamortized deferred loan costs - 2019 Senior Credit Facility		(30	)		(34	)
Unamortized deferred loan costs - 2026 Notes		(5	)		(6	)
Unamortized deferred loan costs - 2027 Notes		(9	)		(10	)
Unamortized deferred loan costs - 2030 Notes		(13	)		(14	)
Unamortized premium - 2026 Notes		3			3
Long-term debt, less deferred financing costs		3,981			3,974
Borrowing availability under Revolving Credit Facility	$	299		$	200

Borrowings under the 2019 Term Loan and the 2017 Term Loan bear interest, at our option, at either the LIBOR or the Base Rate, in each case, plus an applicable margin. As of September 30, 2021, the interest rate on the balance outstanding under the 2019 Term Loan and the 2017 Term Loan were 2.6% and 2.3%, respectively. The 2019 Term Loan and the 2017 Term Loan mature on January 2, 2026 and February 7, 2024, respectively.

As of September 30, 2021, the aggregate minimum principal maturities of our long term debt for the remainder of 2021 and the succeeding 5 years were as follows (in millions):

	Minimum Principal Maturities
Year	2019 Senior Credit Facility		2026 Notes		2027 Notes		2030 Notes		Total
Remainder of 2021	$	-	$	-	$	-	$	-	$	-
2022		-		-		-		-		-
2023		-		-		-		-		-
2024		595		-		-		-		595
2025		-		-		-		-		-
2026		1,190		700		-		-		1,890
Thereafter		-		-		750		800		1,550
Total	$	1,785	$	700	$	750	$	800	$	4,035

As of September 30, 2021, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or to the guarantor subsidiaries. The 2019 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply. The 2026 Notes, the 2027 Notes and the 2030 Notes include covenants with which we must comply. As of September 30, 2021 and December 31, 2020, we were in compliance with all required covenants under all our debt obligations.

For all our interest bearing obligations, we made interest payments of approximately $121 million and $127 million during the nine-months ended September 30, 2021 and 2020, respectively. We did not capitalize any interest payments during the nine-months ended September 30, 2021 and 2020.

Meredith Transaction Financing. In connection with, and contingent upon the completion of the Meredith Transaction, we have agreed to complete certain financing transactions. Related to our Senior Credit Facility, we (1) agreed to incur a $1.5 billion incremental term loan under our senior credit facility, subject to market conditions at the time of financing and (2) agreed to amend and restate our existing revolving credit facility to increase our borrowing capacity under the facility from up to $300 million to up to $500 million, which will consist of (i) a $425 million five year revolving credit facility and (ii) a $75 million revolving credit facility with commitments expiring January 2, 2026. In addition, Gray Escrow II, Inc. (“Escrow Issuer”), a special purpose wholly-owned subsidiary, has agreed to issue $1.3 billion in aggregate principal amount of 5.375% senior unsecured notes due 2031 (the “2031 Notes”) at par, which we intend to assume upon completion of the Meredith Transaction. The proceeds of the transactions mentioned above, after deducting transaction fees and estimated expenses, will be used to pay a portion of the consideration for the Meredith Transaction. The amendment of our Senior Credit Facility is likely to result in a gain or loss on early extinguishment of debt that is not yet determinable.