Long-Term Debt

Long-term debt at September 30, 2013 and December 31, 2012 consists of the following:



	September 30, 2013			December 31, 2012
	(in millions)
Senior Secured Credit Facility:
Revolving Credit Facility	$	379.6		$	—
Term Loan	—			319.7
Term B1 Loan due 2016	419.3			—
Term B2 Loan due 2020	1,070.4			—
6.375% Senior Notes due 2021	850.0			—
7.50% Senior Notes due 2021	1,101.3			—
7.75% Senior Subordinated Notes due 2022	325.0			325.0
8.75% Senior Subordinated Notes due 2020	350.0			350.0
8.625% Senior Notes due 2017	—			445.8
Other	0.1			—
	4,495.7			1,440.5
Less current maturities	(16.0		)	(3.3		)
	$	4,479.7		$	1,437.3

Amended and Restated Credit Agreement: On August 13, 2013, we entered into an Amended and Restated Credit Agreement ("Credit Facility"), which amended and restated our Fourth Amended and Restated Credit Agreement dated as of August 2, 2011, as amended. The Credit Facility consists of (i) $1.6 billion of term loans comprised of $500 million of Tranche B-1 term loans and $1.1 billion in Tranche B-2 term loans and (ii) a $1 billion revolving credit commitment. As of September 30, 2013, we had approximately $380 million drawn under the revolving credit facility, and had approximately $9.0 million committed under letters of credit. The Credit Facility was entered into in connection with our acquisition of Ameristar. The outstanding principal on the Tranche B-1 and Tranche B-2 term loans have been discounted on issuance for the reduction in the proceeds received when the transaction was consummated.

The loans under the Credit Facility are due to be paid as follows: (i) the Tranche B-1 term loans are subject to 0.25% quarterly principal amortization requirements and the remaining principal outstanding is due and payable in full on August 13, 2016; (ii) the revolving credit loans are due and payable in full on August 13, 2018; and (iii) the Tranche B-2 term loans are subject to 0.25% quarterly principal amortization requirements and the remaining principal outstanding is due and payable in full on August 13, 2020; provided, that such date shall be accelerated to November 15, 2019, if any portion of Pinnacle’s 8.75% senior subordinated notes due 2020 are outstanding on November 19, 2019.

The Credit Facility has, among other things, financial covenants and other affirmative and negative covenants. As of September 30, 2013, the Credit Facility requires compliance with the following ratios so long as there are outstanding borrowings under our revolving credit facility: (1) maximum consolidated total leverage ratio (as defined in the Credit Facility) of 8.00 to 1.00; (2) minimum consolidated interest coverage ratio (as defined in the Credit Facility) of 2.00 to 1.00; and (3) maximum consolidated senior secured debt ratio (as defined in the Credit Facility) of 3.50 to 1.00. In addition, the Credit Facility has covenants that limit the amount of senior unsecured debt we may incur to $3.5 billion, unless our maximum consolidated total leverage ratio is less than 6.00 to 1.00. The maximum consolidated total leverage ratio and maximum senior secured debt ratio are subject to change at each fiscal quarter until June 30, 2017 and June 30, 2015. As of September 30, 2013, we were in compliance with each of these ratios, and compliance with these ratios does not have a material impact on our financial flexibility, including our ability to incur new indebtedness.

The Credit Facility permits us, in the future, to increase the commitments under the revolving credit facility and to obtain term loan commitments, in each case from existing or new lenders that are willing to commit to such an increase, so long as we are in pro-forma compliance with the Credit Facility's financial and other covenants, including a consolidated senior secured debt ratio and a consolidated total leverage ratio.

In connection with the Ameristar transaction, we used the proceeds from the Credit Facility, along with the proceeds from an August 2013 offering of $850 million in aggregate principal amount of 6.375% senior notes due 2021 (the "6.375% Notes" discussed below) to finance the aggregate cash consideration for the acquisition of Ameristar, refinance its and Ameristar’s existing credit facilities, including the repayment of our then-existing term loan and the then-outstanding balance of our credit facility, pay related transaction fees and expenses, redeem our then existing 8.625% senior notes due 2017 and to provide working capital and funds for general corporate purposes.

6.375% Senior Notes due 2021: In August 2013, we issued $850 million in aggregate principal amount of 6.375% senior notes due 2021 ("6.375% Notes") to fund the acquisition of Ameristar. The 6.375% Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on February 1 and August 1, commencing on February 1, 2014. The 6.375% Notes mature on August 1, 2021. The net proceeds from the offering of the 6.375% Notes, after deducting the initial purchasers' selling commissions and the estimated offering expenses payable by Pinnacle, were approximately $835 million.

7.50% Senior Notes due 2021: As part of the acquisition of Ameristar, we assumed $1.04 billion in aggregate principal amount 7.50% Senior Notes due 2021 (“7.50% Notes”) that were originally issued by Ameristar. The 7.50% Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on April 15 and October 15 of each year. The 7.50% Notes mature on April 15, 2021. The 7.50% Notes were recorded at fair value as part of the purchase price allocation with a premium of $72.8 million. In addition, a consent fee payment to the holders of the 7.50% Notes at acquisition was included as a discount component of the total carrying value. For further details on the purchase price allocation, see Note 6, Investments and Acquisition activities.

As part of the merger, we were required to receive waivers of, and amendments to, certain provisions of the indenture governing the 7.50% Notes. In April 2013, Ameristar successfully completed the solicitation of consents from holders of the 7.50% Notes, and we paid a total consent fee of $19.6 million to the holders of the 7.50% Notes, of which $9.8 million was paid in April 2013 and $9.8 million was paid in August 2013.

7.75% Senior Subordinated Notes due 2022: On March 19, 2012, we issued $325 million in aggregate principal amount of 7.75% senior subordinated notes due 2022 (“7.75% Notes”). The 7.75% Notes were issued at par with interest payable on April 1st and October 1st of each year. The 7.75% Notes mature on April 1, 2022. Net of initial purchasers’ fees and various costs and expenses, proceeds from the offering were approximately $318 million.

8.75% Senior Subordinated Notes due 2020: In May 2010, we issued $350 million in aggregate principal amount of 8.75% senior subordinated notes due 2020 ("8.75% Notes"). The 8.75% Notes were issued at par with interest payable on May 15th and November 15th of each year. The 8.75% Notes mature on May 15, 2020. Net of the initial purchasers' fees and various costs and expenses, proceeds from the offering were approximately $341.5 million.

8.625% Senior Notes due 2017: In August 2009, we issued $450 million in aggregate principal amount of 8.625% senior unsecured notes due 2017 ("8.625% Notes"). In August 2013, we redeemed all of our 8.625% Notes.

Loss on early extinguishment of debt: During the third quarter of 2013, we recorded a $30.8 million loss related to the early redemption of our 8.625% Notes and the amendment and restatement of our Fourth Amended and Restated Credit Agreement. The loss included redemption premiums and the write-off of previously unamortized debt issuance costs and original issuance discount costs.

Interest expense, net of capitalized interest and interest income was as follows:



	For the three months ended September 30,						For the nine months ended September 30,
	2013			2012			2013			2012
	(in millions)
Interest expense	$	49.7		$	29.2		$	108.0		$	85.7
Interest income	(0.2		)	(0.2		)	(0.4		)	(0.6		)
Capitalized interest	(1.0		)	(6.0		)	(2.2		)	(17.8		)
Interest expense, net	$	48.5		$	23.0		$	105.4		$	67.3

Interest expense is capitalized on internally constructed assets at our overall weighted average cost of borrowing. Interest expense increased due to the additional debt incurred to fund our acquisition of Ameristar and other development projects.