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Long-Term Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt, net, as of March 31, 2020 and December 31, 2019 consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 3.99% and 4.80% at

   March 31, 2020 and December 31, 2019, respectively)

 

$

1,504,007

 

 

$

1,507,883

 

Revolving Credit Facility (effective interest rate of 3.72% and

   4.35% at March 31, 2020 and December 31, 2019, respectively)

 

 

312,500

 

 

 

50,000

 

Total long-term debt

 

 

1,816,507

 

 

 

1,557,883

 

Less discounts and debt issuance costs

 

 

(10,111

)

 

 

(9,759

)

Less current maturities

 

 

(15,505

)

 

 

(65,505

)

Total long-term debt, net

 

$

1,790,891

 

 

$

1,482,619

 

SEA is the borrower under the senior secured credit facilities, as amended pursuant to a credit agreement (the “Amended 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 March 10, 2020, SEA entered into an amendment, Amendment No. 10 (the “Amendment No. 10”) to its Amended Credit Agreement. Pursuant to Amendment No. 10, SEA increased the revolving credit commitments available under the Amended Credit Agreement from $210.0 million to an aggregate of $332.5 million.  On April 19, 2020, SEA entered into another amendment, Amendment No. 11, (the “Amendment No. 11”) to its Amended Credit Agreement to amend certain provisions therein.  See further discussion in the Restrictive Covenants section which follows.

Senior Secured Credit Facilities

As of March 31, 2020, the Senior Secured Credit Facilities consisted of $1.504 billion in Term B-5 Loans which will mature on March 31, 2024 and a $332.5 million revolving credit facility (the “Revolving Credit Facility”), which will mature on October 31, 2023. The outstanding balance on the Revolving Credit Facility as of March 31, 2020 was included in long-term debt and as of December 31, 2019 was included in current maturities of long-term debt in the accompanying unaudited condensed consolidated balance sheets due to the Company’s intent at that time to repay the borrowings. 

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 of October 31, 2018, 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 March 31, 2020, SEA had approximately $19.9 million of outstanding letters of credit and $312.5 million outstanding on its Revolving Credit Facility leaving no remaining amount available for borrowing under the Revolving Credit Facility.

Senior Secured Notes

On April 30, 2020, SEA closed on a private offering of $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes due 2025 (the “Senior Notes”).  Net of expenses related to the offering of the Senior Notes and the Amendment No. 11 to the Credit Agreement, the Company expects to use the proceeds from the issuance of the Senior Notes for working capital and other general corporate purposes.

The Senior Notes mature on May 1, 2025 and have interest payment dates of May 1 and November 1 with the first interest payment due on November 1, 2020.  On or after May 1, 2022, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. Until July 29, 2020, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes with amounts equal to the net cash proceeds of any loans received pursuant to a Regulatory Debt Facility at a redemption price (expressed as a percentage of principal amount thereof) of 104.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the Senior Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the Senior Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price  of 108.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Senior Notes are fully and unconditionally guaranteed by the Company, any subsidiary of the Company that directly or indirectly owns 100% of the issued and outstanding equity interests of the SEA, and subject to certain exceptions, each of SEA’s subsidiaries that guarantees the SEA’s existing senior secured credit facilities.

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 Revolving Credit Facility requires that the Company 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. Pursuant to Amendment No. 11, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant for each of the second, third and fourth quarters of 2020, after which SEA will be required to comply with such covenants starting at the first quarter of 2021. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 11),  beginning with the first quarter of 2021, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 11) for the second, third or fourth quarters of 2020 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA for the corresponding quarter of 2019.  In addition, SEA will be required to comply with a quarterly minimum liquidity test (defined as unrestricted cash and cash equivalents and available commitments under the Revolving Credit Facility) of not less than $75.0 million until the earlier of September 30, 2021 or the date on which the Company elects to use the actual Adjusted EBITDA for purposes of calculating its financial maintenance covenant. SEA will also be restricted from paying certain dividends or making other restricted payments through the third quarter of 2021 unless certain conditions are met.

As of March 31, 2020, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was 3.89 to 1.00.

Long-term debt at March 31, 2020 is repayable as follows and does not include the impact of the Senior Notes which were issued subsequent to March 31, 2020, or the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s current intent to repay the borrowings and is subject to change:

 

Years Ending December 31,

 

(In thousands)

 

Remainder of 2020

 

$

11,629

 

2021

 

 

328,005

 

2022

 

 

15,505

 

2023

 

 

15,505

 

Thereafter

 

 

1,445,863

 

Total

 

$

1,816,507

 

Interest Rate Swap Agreements

As of March 31, 2020, 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 March, June, September and December through maturity.

SEA designated the Interest Rate Swap Agreements above as qualifying cash flow hedge accounting relationships as further discussed in Note 7–Derivative Instruments and Hedging Activities which follows.

Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $18.3 million and $20.1 million in the three months ended March 31, 2020 and 2019, respectively.