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Long-Term Debt
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt as of September 30, 2019 and December 31, 2018 consisted of the following:

 

 

September 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 5.04% and 5.52% at

   September 30, 2019 and December 31, 2018, respectively)

 

$

1,511,760

 

 

$

1,523,389

 

Revolving credit facility (effective interest rate of 4.68% and

   5.17% at September 30, 2019 and December 31, 2018, respectively)

 

 

50,000

 

 

 

30,000

 

Total long-term debt

 

 

1,561,760

 

 

 

1,553,389

 

Less: discounts

 

 

(5,214

)

 

 

(6,564

)

Less: debt issuance costs

 

 

(5,369

)

 

 

(6,641

)

Less: current maturities, including revolving credit facility

 

 

(65,505

)

 

 

(45,505

)

Total long-term debt, net

 

$

1,485,672

 

 

$

1,494,679

 

 

SEA is the borrower under the senior secured credit facilities as amended pursuant to a credit agreement dated as of December 1, 2009, as the same may be amended, restated, supplemented or modified from time to time (the “Senior Secured Credit Facilities”).  On October 31, 2018, SEA entered into a refinancing amendment, Amendment No. 9 (the “Amended Credit Agreement”).

Senior Secured Credit Facilities

As of September 30, 2019, the Senior Secured Credit Facilities consisted of $1.512 billion in Term B-5 Loans which will mature on March 31, 2024 and a $210.0 million revolving credit facility (the “Revolving Credit Facility”), of which $50.0 million was outstanding as of September 30, 2019.  The outstanding balance on the Revolving Credit Facility was included in current maturities of long-term debt in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 due to the Company’s intent to repay the borrowings within the following twelve month period.

The Term B-5 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.015% of the original principal amount of the Term B-5 Loans outstanding on the Effective Date, with the balance payable on the final maturity date. SEA may voluntarily repay amounts outstanding under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. SEA is also required to prepay the outstanding Term B-5 Loans, subject to certain exceptions, under certain circumstances, as defined in the Senior Secured Credit Facilities.

As of September 30, 2019, SEA had approximately $20.4 million of outstanding letters of credit and $50.0 million outstanding on its Revolving Credit Facility leaving approximately $139.6 million available for borrowing. Subsequent to September 30, 2019, SEA repaid $10.0 million on the Revolving Credit Facility.

Restrictive Covenants

The Senior Secured Credit Facilities contain a number of customary negative covenants. Such covenants, among other things, restrict, subject to certain exceptions, the ability of SEA and its restricted subsidiaries to incur additional indebtedness; make guarantees; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; make fundamental changes; pay dividends and distributions or repurchase SEA’s capital stock; make investments, loans and advances, including acquisitions; engage in certain transactions with affiliates; make changes in the nature of the business; and make prepayments of junior debt. All of the net assets of SEA and its consolidated subsidiaries are restricted and there are no unconsolidated subsidiaries of SEA.

The Amended Credit Agreement removed all previous financial covenants on the Term B-5 Loans. The Revolving Credit Facility requires that SEA comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility.

As of September 30, 2019, SEA was in compliance with all covenants contained in the documents governing the Senior Secured Credit Facilities.

The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum equal to the sum of (A) $25.0 million plus (B) an amount, if any, equal to (1) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment, is no greater than 3.50 to 1.00, an unlimited amount, (2) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00, the greater of (a) $95.0 million and (b) 7.50% of Market Capitalization (as defined in the Senior Secured Credit Facilities), (3) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, $95.0 million and (4) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, $65.0 million.

As of September 30, 2019, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was 3.34 to 1.00. The available capacity for restricted payments is recalculated at the beginning of each quarter, or upon declaration of a restricted payment as set forth in the credit agreement. During the nine months ended September 30, 2019, the Company used approximately $150.0 million of its available restricted payments capacity for a share repurchase (see Note 10–Related-Party Transactions and Note 13–Stockholders’ Equity for further details).

Long-term debt at September 30, 2019 is repayable as follows, and does not include the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s intent to repay the borrowings.

Years Ending December 31:

 

(In thousands)

 

Remainder of 2019

 

$

13,878

 

2020

 

 

55,505

 

2021

 

 

15,505

 

2022

 

 

15,505

 

2023

 

 

15,505

 

Thereafter

 

 

1,445,862

 

Total

 

$

1,561,760

 

Interest Rate Swap Agreements

As of September 30, 2019, the Company has five interest rate swap agreements (the “Interest Rate Swap Agreements”) which effectively fix the interest rate on the LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt. The Interest Rate Swap Agreements became effective on September 30, 2016; have a total notional amount of $1.0 billion; mature on May 14, 2020; require the Company to pay a weighted-average fixed rate of 2.45% per annum; provide that the Company receives a variable rate of interest based upon the greater of 0.75% or the BBA LIBOR; and have interest settlement dates occurring on the last day of September, December, March and June through maturity.

SEA designated the Interest Rate Swap Agreements above as qualifying cash flow hedge accounting relationships as further discussed in Note 8–Derivative Instruments and Hedging Activities.

Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $61.2 million and $61.8 million in the nine months ended September 30, 2019 and 2018, respectively. Cash paid for interest in the nine months ended September 30, 2018 includes $5.1 million relating to the Company’s fourth quarter 2017 interest payable on its Senior Secured Credit Facilities which was paid on January 5, 2018.