| Long-Term Debt | Note 7. Long-Term Debt
Long-term debt consisted of the following (in thousands):
September 30, 2015
December 31, 2014
(unaudited)
Senior Notes
$
$
—
Less: Unamortized debt issuance costs
)
—
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​
​
​
​
​
​
​
Net
—
New Term Loan
—
Less: Unamortized discount and debt issuance costs
)
—
​
​
​
​
​
​
​
​
Net
—
New Revolving Credit Facility
—
Less: Unamortized debt issuance costs
)
—
​
​
​
​
​
​
​
​
Net
—
Resorts Senior Secured Notes
—
Less: Unamortized discount and debt issuance costs
—
)
​
​
​
​
​
​
​
​
Net
—
MTR Second Lien Notes
—
Add: Unamortized premium
—
​
​
​
​
​
​
​
​
Net
—
Capital leases
Less: Current portion
)
)
​
​
​
​
​
​
​
​
Total long-term debt
$
$
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
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Scheduled maturities of long-term debt are $18.0 million in 2020, $395.3 million in 2022 and $375.0 million in 2023. Debt issuance costs and the discount associated with the issuance of the Senior Notes, New Term Loan and New Revolving Credit Facility (as such terms are defined below) in July 2015 totaled $25.2 million. Amortization of debt issuance costs is computed using the effective interest method, over the term of the bonds, and is included in interest expense on the accompanying unaudited consolidated statements of operations. Amortization of the debt issuance costs and the discount associated with the Senior Notes and New Credit Facility (as defined below) totaled $0.7 million for the three and nine months ended September 30, 2015.
Amortization of Resorts' bond costs was computed using the straight-line method, which approximates the effective interest method, over the term of the bonds, and was included in interest expense on the accompanying unaudited consolidated statements of operations. Amortization expense with respect to deferred financing costs on Resorts Senior Secured Notes (as defined below) amounted to $0.5 million and $0.6 million for each of the nine months ended September 30, 2015 and 2014. Amortization expense with respect to deferred financing costs on Resorts Senior Secured Notes amounted to $0.1 and $0.2 million for the three months ended September 30, 2015 and 2014, respectively.
Unamortized costs and discounts associated with the Resorts Senior Secured Notes totaled $3.3 million as of the July 23, 2015 refinancing date. Unamortized premiums associated with the MTR Second Lien Notes totaled $43.8 million as of the July 23, 2015 refinancing date.
Refinancing Transaction and Senior Notes
On July 23, 2015, the Company issued $375 million in aggregate principal amount of 7.0% senior notes due 2023 ("Senior Notes") pursuant to the indenture, dated as of July 23, 2015 (the "Indenture"), at an issue price equal to 100.0% of the aggregate principal amount of the Senior Notes. The Senior Notes are guaranteed by all of the Company's direct and indirect restricted subsidiaries other than immaterial subsidiaries. The Senior Notes will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year.
The Company used, or will use, the net proceeds from the Senior Notes offering together with borrowings under the New Term Loan and the New Revolving Credit Facility (as defined below) to (i) purchase or otherwise redeem (a) all of the outstanding Resorts Senior Secured Notes and (b) all of the outstanding MTR Second Lien Notes, (ii) pay a portion of the purchase price for the Circus Reno/Silver Legacy Purchase and repay all amounts outstanding under the Silver Legacy Joint Venture credit facility, and (iii) pay fees and costs associated with such transactions. Net proceeds from the Senior Notes offering equal to $50.0 million, plus interest to the latest possible redemption date, were placed in escrow, to be released only if the Circus Reno/Silver Legacy Purchase is consummated on or prior to April 1, 2016; otherwise, $50.0 million in aggregate principal amount of the Senior Notes will be subject to a special mandatory redemption, on a pro rata basis, at a redemption price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to, but not including, the redemption date. The Company recognized an $3.6 million loss on the retirement of the Resorts Senior Secured Notes and a $1.8 million gain on the retirement of the MTR Second Lien Notes resulting in a $1.8 million net loss on early retirement of debt during the three and nine months ended September 30, 2015.
On or after August 1, 2018, the Company may redeem all or a portion of the Senior Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below:
Year
Percentage
2018
%
2019
%
2020
%
2021 and thereafter
%
Prior to August 1, 2018, the Company may redeem all or a portion of the Senior Notes at a price equal to 100% of the Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to August 1, 2018, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the Senior Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the Indenture), it must offer to repurchase the Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.
The Indenture contains certain covenants limiting, among other things, the Company's ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:
•
pay dividends or distributions or make certain other restricted payments or investments;
•
incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the Senior Notes or the guarantees of the Senior Notes;
•
create liens;
•
transfer and sell assets;
•
merge, consolidate, or sell, trainer or otherwise dispose of all or substantially all of the Company's assets;
•
enter into certain transactions with affiliates;
•
engage in lines of business other than the Company's core business and related businesses; and
•
create restrictions on dividends or other payments by restricted subsidiaries.
These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Senior Notes to be declared due and payable. As of September 30, 2015, the Company was in compliance with all of the covenants under the Indenture relating to the Senior Notes.
New Credit Facility
On July 23, 2015, the Company entered into a new $425.0 million seven year term loan (the "New Term Loan") and a new $150.0 million five year revolving credit facility (the "New Revolving Credit Facility" and, together with the New Term Loan, the "New Credit Facility"). Also on July 23, 2015, the Company borrowed $40.0 million under the New Revolving Credit Facility. As of September 30, 2015, the Company had $423.9 million outstanding on the New Term Loan and $18.0 million in borrowings outstanding under the New Revolving Credit Facility. The Company had $132.0 million of available borrowing capacity under its New Revolving Credit Facility as of September 30, 2015. At September 30, 2015, the interest rate on the New Term Loan was 4.25% and the interest rate on the New Revolving Credit Facility was 3.25%.
The New Term Loan bears interest at a rate per annum of, at the Company's option, either (x) LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or (y) a base rate plus 2.25%. Borrowings under the New Revolving Credit Facility bear interest at a rate per annum of, at the Company's option, either (x) LIBOR plus a spread ranging from 2.5% to 3.25% or (y) a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on the Company's total leverage ratio. Additionally, the Company will pay a commitment fee on the unused portion of the New Revolving Credit Facility not being utilized in the amount of 0.50% per annum.
The New Credit Facility is secured by substantially all of the Company's personal property assets and substantially all personal property assets of each subsidiary that guaranties the New Credit Facility (other than certain subsidiary guarantors designated as immaterial or restricted subsidiaries) (the "New Credit Facility Guarantors"), whether owned on the closing date of the New Credit Facility or thereafter acquired, and mortgages on the real property and improvements owned or leased us or the New Credit Facility Guarantors. The New Credit Facility is also secured by a pledge of all of the equity owned by us and the New Credit Facility Guarantors (subject to certain gaming law restrictions). The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of the New Credit Facility Guarantors to incur additional indebtedness, create liens on collateral, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in certain transactions with affiliates or subsidiaries or make capital expenditures.
The credit agreement governing the New Credit Facility also includes requirements the Company maintains a maximum total leverage ratio and a minimum interest coverage ratio (adjusting over time). The Company is required to maintain a maximum total leverage ratio of 6.75 to 1.00 from the closing date through December 31, 2015, 6.00 to 1.00 from January 1, 2016 to December 31, 2017 and 5.00 to 1.00 thereafter. In addition, the Company is required to maintain a minimum interest coverage ratio of 2.50 to 1.00 from the closing date through December 31, 2015, and 2.75 to 1.00 from January 1, 2016 through December 31, 2016 and 3.00 to 1.00 thereafter. A default of the financial ratio covenants shall only become an event of default under the New Term Loan if the lenders providing the New Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants.
The credit agreement governing the New Credit Facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to other indebtedness including the Senior Notes, certain events of bankruptcy or insolvency; certain ERISA events, the invalidity of certain loan documents, certain changes of control and the loss of certain classes of licenses to conduct gaming. If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor. As of September 30, 2015, the Company was in compliance with the covenants under the New Credit Facility.
Resorts Senior Secured Notes
On June 1, 2011, Resorts completed the issuance of the 8.625% Senior Secured Notes due 2019 (the "Resorts Senior Secured Notes"). Interest on the Resorts Senior Secured Notes was payable semiannually each June 15 and December 15 to holders of record on the preceding June 1 or December 1, respectively.
Pursuant to the refinancing transactions, the Company purchased or discharged all of the outstanding Resorts Senior Secured Notes in July 2015.
MTR Gaming Second Lien Notes
On August 1, 2011, MTR Gaming completed the offering of the 11.5% Senior Secured Second Lien Notes due August 1, 2019 (the "MTR Second Lien Notes") at an issue price equal to 97% of the aggregate principal amount. The MTR Second Lien Notes were scheduled to mature on August 1, 2019, with interest payable semi-annually in arrears on February 1 and August 1 of each year.
Pursuant to the refinancing transactions, the Company purchased or discharged all of the outstanding MTR Second Lien Notes in July 2015. |
