Note 5 - Long-term Debt

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Long-Term Debt [Text Block]

NOTE 5.    LONG-TERM DEBT

Long-term debt, net of current maturities and debt issuance costs, consists of the following:

	June 30, 2022
	Interest							Unamortized
	Rates at							Origination
	June 30,			Outstanding		Unamortized		Fees and			Long-Term
(In thousands)	2022			Principal		Discount		Costs			Debt, Net
Credit Facility		3.040	%	$	1,049,000	$	—	$	(18,034	)	$	1,030,966
4.750% senior notes due 2027		4.750	%		1,000,000		—		(10,714	)		989,286
4.750% senior notes due 2031		4.750	%		900,000		—		(12,133	)		887,867
Other		5.208	%		745		—		—			745
Total long-term debt					2,949,745		—		(40,881	)		2,908,864
Less current maturities					44,275		—		—			44,275
Long-term debt, net				$	2,905,470	$	—	$	(40,881	)	$	2,864,589

	December 31, 2021
	Interest							Unamortized
	Rates at							Origination
	December 31,		Outstanding		Unamortized			Fees and			Long-Term
(In thousands)	2021		Principal		Discount			Costs			Debt, Net
Prior Credit Facility	2.286	%	$	867,897	$	(293	)	$	(8,498	)	$	859,106
4.750% senior notes due 2027	4.750	%		1,000,000		—			(11,688	)		988,312
8.625% senior notes due 2025	8.625	%		300,000		—			(4,066	)		295,934
4.750% senior notes due 2031	4.750	%		900,000		—			(13,254	)		886,746
Other	5.932	%		1,496		—			—			1,496
Total long-term debt				3,069,393		(293	)		(37,506	)		3,031,594
Less current maturities				41,673		—			—			41,673
Long-term debt, net			$	3,027,720	$	(293	)	$	(37,506	)	$	2,989,921

Credit Facility

Credit Agreement

On March 2, 2022 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement") among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement replaced the Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (the "Prior Credit Facility"), among the Company, certain direct and indirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders.

The Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility and the Term A Loan mature on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events). The Term A Loan was fully funded on the Closing Date. Proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility (the "Prior Term A Loan") and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes.

The outstanding principal amounts under the Credit Facility and Prior Credit Facility are comprised of the following:

	June 30,		December 31,
(In thousands)	2022		2021
Revolving Credit Facility	$	135,000	$	—
Term A Loan		869,000		—
Prior Term A Loan		—		118,153
Prior Refinancing Term B Loan		—		749,744
Swing Loan		45,000		—
Total outstanding principal amounts	$	1,049,000	$	867,897

With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $135.0 million and $45.0 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $14.2 million allocated to support various letters of credit, there is a remaining contractual availability under the Credit Facility of $1,255.8 million as of June 30, 2022. 

Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility and the Term A Loan is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will be determined based upon, at the Company’s option, (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or less subject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one month interest period plus 1.00%.

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement (i) the loans under the Term A Loan will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing June 30, 2022, payable on a quarterly basis, and (ii) the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement.

Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain conditions.

Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness.

Guarantees and Collateral

The Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors granted the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement.

The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or term loans and increases to the Revolving Credit Facility and Term A Loan in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Financial and Other Covenants

The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions and (v) imposing restrictions on investments, dividends and certain other payments.

The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio for the fiscal quarter ending June 30, 2022 through the fiscal quarter ending June 30, 2023 must be no higher than 5.00 to 1.00 and for the fiscal quarter ending September 30, 2023 and each fiscal quarter thereafter, 4.50 to 1.00.

Redemption of 8.625% Senior Notes due  June 2025

On  June 1, 2022, we redeemed all outstanding 8.625% Senior Notes due June 2025 (the "8.625% Senior Notes") at a redemption price of 104.313% plus accrued and unpaid interest to the redemption date. The redemption, including the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption, was funded through a combination of cash on hand and borrowings under our Revolving Credit Facility.

Early Extinguishments and Modifications of Debt

In accordance with authoritative accounting guidance for debt extinguishments and debt modifications, we accounted for the retirement of the Prior Term A Loan and the Prior Refinancing Term B Loan as extinguishments of debt, resulting in the write-off of unamortized deferred finance charges totaling $2.8 million, which is included in loss on early extinguishments and modifications of debt for the six months ended June 30, 2022. As the borrowing capacity of the Revolving Credit Facility under the Credit Agreement equaled or exceeded that under the Prior Credit Facility and the lenders under the Credit Agreement were substantially similar to the lenders under the Prior Credit Facility, we accounted for the Revolving Credit Facility as a modification of debt and $4.3 million of unamortized deferred finance charges related to the Prior Credit Facility were added to the $14.5 million incurred under the Credit Agreement and are being amortized over the term of the Credit Agreement. An additional $0.5 million of unamortized deferred finance charges corresponding to the percentage of lenders under the Prior Credit Facility that did not continue to participate under the Credit Agreement is included in loss on early extinguishments and modifications of debt for the six months ended June 30, 2022.

In addition to the termination of the Prior Credit Facility in March 2022 and the 8.625% Senior Notes retirement in June 2022 (see discussion above for both), during the three and six months ended June 30, 2021 the Company redeemed in full its $750.0 million 6.375% Senior Notes due 2026 (the "6.375% Senior Notes") and its $700.0 million 6.000% Senior Notes due 2026 (the "6.000% Senior Notes", and collectively with the 8.625% Senior Notes and the 6.375% Senior Notes, the "Senior Notes"). The Senior Notes were accounted for as extinguishments of debt.

The components of the loss on early extinguishments and modifications of debt are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2022		2021		2022		2021
6.375% Senior Notes premium fees paid	$	—	$	23,910	$	—	$	23,910
6.375% Senior Notes deferred finance charges written off		—		6,370		—		6,370
6.000% Senior Notes premium fees paid		—		27,953		—		27,953
6.000% Senior Notes deferred finance charges written off		—		7,242		—		7,242
8.625% Senior Notes premium fees paid		12,939		—		12,939		—
8.625% Senior Notes deferred finance charges written off		3,570		—		3,570		—
Prior Credit Facility deferred finance charges written off		—		—		3,300		—
Total loss on early extinguishments and modifications of debt	$	16,509	$	65,475	$	19,809	$	65,475

Covenant Compliance

As of  June 30, 2022, we were in compliance with the covenants of our debt instruments.