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Long-Term and Other Debt
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Long-Term and Other Debt
April 2022 Refinancing
On April 14, 2022, we completed a series of refinancing transactions, which, combined with other principal payments on the SGI Term Loan B-5 and SGI revolver in April 2022, reduced the outstanding face value of our debt by $4,957 million, from $8,910 million as of March 31, 2022 to $3,953 million immediately after the completion of these transactions.
As a part of these transactions, we entered into the new credit agreements, which contains the following debt facilities:
•$2,200 million new term loan facility maturing in April 2029. The new term loan facility will bear interest at either (i) Adjusted Term SOFR Rate (as defined in the credit agreement) plus 3.00% per annum or (ii) a base rate plus 2.00% per annum. The new term loan facility amortizes in quarterly installments in aggregate amounts of equal to 1.00% of the original principal amount per year; and
•$750 million revolving credit facility maturing in April 2027. The new revolving credit facility will bear interest at either (i) Adjusted Term SOFR Rate (or an alternative benchmark rate for non-US dollar borrowings) plus 2.00% per annum or (ii) a base rate plus 1.00% per annum, with one 0.25% per annum step-up and one 0.25% per annum step-down based on SGI’s first lien net leverage ratio at the end of future fiscal quarters.
With the issuance of the new term loan facility and using the proceeds from the divestitures of the Lottery Business (see Note 1), we retired and redeemed the following outstanding debt and paid accrued and unpaid interest thereon plus related premiums, fees and expenses:
Debt instrumentInterest rateMaturityFace value as of March 31, 2022Paid interestPremium, other fees and expenses
SGI Term Loan B-5variable2024$4,008 $5 $33 
Senior Secured Notes5.000%20251,250 31 31 
Senior Secured Euro Notes3.375%2026361 2 6 
Senior Unsecured Euro Notes5.500%2026278 3 8 
Senior Unsecured Notes8.250%20261,100 7 45 
Total$6,997 $48 $123 
The new credit facilities are subject to customary affirmative covenants and negative covenants as well as a financial covenant. The financial covenant is solely for the benefit of the new revolving facility, is tested at the end of each fiscal quarter if the outstanding borrowings (excluding up to $5 million of undrawn letters of credit and any cash collateralized letters of credit) under the new revolving facility exceed 30% of the commitments under the new revolving facility, and requires that the Company not be in excess of a maximum consolidated net first lien leverage ratio of 4.50:1.00.
Outstanding Debt and Finance Leases
The following table reflects our outstanding debt (in order of priority and maturity):
As of
March 31, 2022December 31, 2021
Final MaturityRate(s)Face valueUnamortized debt discount/premium and deferred financing costs, netBook valueBook value
Senior Secured Credit Facilities:
SGI Revolver2024variable$160 $— $160 $— 
SGI Term Loan B-52024variable4,008 (32)3,976 3,982 
SciPlay Revolver2024variable— — — — 
SGI Senior Notes:
2025 Secured Notes(1)
20255.000%1,250 (10)1,240 1,240 
2026 Secured Euro Notes(2)
20263.375%361 (3)358 364 
2025 Unsecured Notes20258.625%550 (6)544 544 
2026 Unsecured Euro Notes(2)
20265.500%278 (2)276 280 
2026 Unsecured Notes20268.250%1,100 (10)1,090 1,090 
2028 Unsecured Notes20287.000%700 (8)692 692 
2029 Unsecured Notes20297.250%500 (6)494 494 
Other(3)
20234.089%3 — 3 4 
Total long-term debt outstanding$8,910 $(77)$8,833 $8,690 
Less: current portion of long-term debt(44)(44)
Long-term debt, excluding current portion$8,789 $8,646 
Fair value of debt(4)
$9,058 
(1) We entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting $460 million of the fixed-rate, U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%. These cross-currency swaps have been designated as a hedge of our net investment in certain subsidiaries.
(2) We designated a portion of our 2026 Secured Euro Notes as a net investment non-derivative hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency in order to reduce the volatility in our operating results caused by the change in foreign currency exchange rates of the Euro relative to the U.S. Dollar (see Note 12 for additional information). The total change in the face value of the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes due to changes in foreign currency exchange rates since the issuance was a reduction of $73 million, of which a gain of $7 million was recognized on remeasurement of debt in the Consolidated Statements of Operations for the three months ended March 31, 2022.
(3) Primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470.
(4) Fair value of our fixed rate and variable interest rate debt is classified within Level 2 in the fair value hierarchy and has been calculated based on the quoted market prices of our securities.
We were in compliance with the financial covenants under all debt agreements as of March 31, 2022 (for information regarding our financial covenants of all debt agreements, see Note 15 in our 2021 10-K).
For additional information regarding the terms of our credit facilities, Secured Notes and Unsecured Notes, see Note 15 in our 2021 10-K.