Long-term Debt | Long-term Debt Long-term debt consisted of the following indebtedness of Station LLC (amounts in thousands): September 30, December 31, 2019 Term Loan B Facility due February 7, 2027, interest at a margin above LIBOR or base rate (2.50% at September 30, 2020), net of unamortized discount and deferred issuance costs of $30.9 million at September 30, 2020 $ 1,486,280 $ — Term Loan B Facility due June 8, 2023, interest at a margin above LIBOR or base rate (4.30% at December 31, 2019), net of unamortized discount and deferred issuance costs of $33.7 million at December 31, 2019 — 1,766,757 Term Loan A Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.90% at September 30, 2020), net of unamortized discount and deferred issuance costs of $2.3 million at September 30, 2020 181,931 — Term Loan A Facility due March 8, 2023, interest at a margin above LIBOR or base rate (3.55% at December 31, 2019), net of unamortized discount and deferred issuance costs of $2.5 million at December 31, 2019 — 186,394 Term Loan A Facility due June 8, 2022, interest at a margin above LIBOR or base rate (3.80% at December 31, 2019), net of unamortized discount and deferred issuance costs of $0.6 million at December 31, 2019 — 52,289 Revolving Credit Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.91% at September 30, 2020) 80,000 — Revolving Credit Facility due March 8, 2023, interest at a margin above LIBOR or base rate (3.54% weighted average at December 31, 2019) — 440,000 4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $7.8 million at September 30, 2020 683,035 — 5.00% Senior Notes due October 1, 2025, net of unamortized deferred issuance costs of $4.3 million and $5.0 million at September 30, 2020 and December 31, 2019, respectively 529,048 545,011 Other long-term debt, weighted-average interest of 3.83% at September 30, 2020 and December 31, 2019, net of unamortized discount and deferred issuance costs of $0.4 million at September 30, 2020 and December 31, 2019 42,097 42,840 Total long-term debt 3,002,391 3,033,291 Current portion of long-term debt (24,016) (33,989) Total long-term debt, net $ 2,978,375 $ 2,999,302 Credit Facility On February 7, 2020, Station LLC amended its existing credit facility agreement (the “Credit Facility”) to, among other things, (a) extend the maturity date under each of the Term Loan A Facility and the Revolving Credit Facility to February 7, 2025 and extend the maturity date under the Term Loan B Facility to February 7, 2027; (b) increase the outstanding borrowing availability under the Revolving Credit Facility to approximately $1.03 billion; (c) (i) reduce the applicable margin under the Term Loan B Facility to 2.25%, (ii) reduce the LIBOR “floor” under the Term Loan B Facility to 0.25% and (iii) provide for benchmark replacement mechanics in respect of the discontinuation of LIBOR; (d) increase the consolidated total leverage ratios at which the applicable margin under the Term Loan A Facility and the Revolving Credit Facility steps down to 4.00 to 1.00; (e) set the consolidated total leverage ratios for the Term Loan B Facility excess cash flow prepayment step-down to 5.00 to 1.00 for the reduction to 25% and to 4.50 to 1.00 for the reduction to 0%; (f) adjust the application, availability, calculation and sizing of certain covenants; and (g) modify the requirement that the Company maintain a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 through the fiscal quarter ending December 31, 2021, which incrementally reduces to 5.25 to 1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. As a result of the amendment, the Revolving Credit Facility and the Term Loan A Facility no longer have multiple tranches. Amounts outstanding under the Revolving Credit Facility and the Term Loan A Facility bear interest at either LIBOR or base rate, at Station LLC’s option, plus a spread that is dependent on Station LLC’s consolidated total leverage ratio as shown below: Consolidated Total Leverage Ratio Revolving Credit Facility and Term Loan A Facility due February 7, 2025 LIBOR Base Rate Greater than 4.00 to 1.00 1.75 % 0.75 % Less than or equal to 4.00 to 1.00 1.50 % 0.50 % The Company evaluated the Credit Facility amendment on a lender-by-lender basis and accounted for the majority of the amendment as a debt modification. The Company capitalized $5.1 million in new costs, primarily lender fees, and recognized a loss on debt extinguishment and modification of $12.5 million, comprised of $8.8 million in new third-party costs incurred and $3.7 million of previously deferred costs. The Credit Facility contains a number of customary covenants, including requirements that Station LLC maintain throughout the term of the Credit Facility and measured as of the end of each quarter, an interest coverage ratio of not less than 2.50 to 1.00 and a maximum consolidated total leverage ratio, with step-downs over the term of the Credit Facility, ranging from 6.50 to 1.00 at September 30, 2020 to 5.25 to 1.00 at December 31, 2023 and thereafter. A breach of the financial ratio covenants shall only become an event of default under the Term Loan B Facility if the lenders within the Term Loan A Facility and the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. Management believes the Company was in compliance with all applicable covenants at September 30, 2020. The Company expects to remain in compliance with its debt covenants; however, the Company’s results of operations and ability to comply with its debt covenants may be impacted in the future by COVID-19 and economic conditions resulting from COVID-19 and other factors. Revolving Credit Facility At September 30, 2020, Station LLC’s borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was $918.5 million, which was net of $80.0 million in outstanding borrowings and $32.6 million in outstanding letters of credit and similar obligations. Senior Notes On February 7, 2020, Station LLC issued $750.0 million in aggregate principal amount of 4.50% senior notes due 2028 (“4.50% Senior Notes”) pursuant to an indenture dated as of February 7, 2020, among Station LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. The net proceeds of the sale of the 4.50% Senior Notes were used (i) to repay a portion of the amounts outstanding under the Credit Facility, (ii) to pay fees and costs associated with the offering and (iii) for general corporate purposes. Interest on the 4.50% Senior Notes is paid every six months in arrears on February 15 and August 15. The indenture governing the 4.50% Senior Notes contains a number of customary covenants that, among other things and subject to certain exceptions, restrict the ability of Station LLC and its restricted subsidiaries to incur or guarantee additional indebtedness; issue disqualified stock or create subordinated indebtedness that is not subordinated to the 4.50% Senior Notes; create liens; engage in mergers, consolidations or asset dispositions; enter into certain transactions with affiliates; engage in lines of business other than its core business and related businesses; or make investments or pay distributions (other than customary tax distributions). These covenants are subject to a number of exceptions and qualifications as set forth in the indenture. The indenture governing the 4.50% Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal and accrued interest on such 4.50% Senior Notes to be declared due and payable. During the three and nine months ended September 30, 2020, the Company repurchased $5.5 million and $59.2 million, respectively, in aggregate principal amount of its 4.50% Senior Notes and repurchased $5.0 million and $16.7 million, respectively, in aggregate principal amount of its 5.00% senior notes due 2025. These early debt repurchases resulted in gains on extinguishment of $0.3 million and $12.3 million for the three and nine months ended September 30, 2020, respectively, which included purchase rate discounts as well as the write-off of unamortized discount and deferred issuance costs on the retired principal amounts. |