Long-Term and Other Debt

Outstanding Debt and Capital Leases

The following reflects our outstanding debt as of March 31, 2015 and December 31, 2014:



	March 31, 2015			December 31, 2014
Senior Secured Credit Facilities:
Revolver, varying interest rate, due 2018	$	180.0		$	185.0
Term Loan, varying interest rate, due 2020 (1)	2,262.2			2,267.6
Term Loan, varying interest rate, due 2021 (2)	1,976.1			1,980.3
2018 Notes	250.0			250.0
2020 Notes	300.0			300.0
2021 Notes (3)	347.9			347.8
Secured Notes	950.0			950.0
Unsecured Notes	2,200.0			2,200.0
Capital lease obligations, 3.9% interest as of March 31, 2015 payable monthly through 2019	32.0			35.3
Total long-term debt outstanding	8,498.2			8,516.0
Less: debt payments due within one year	(50.4		)	(50.6		)
Long-term debt, net of current installments	$	8,447.8		$	8,465.4


(1)	Total of $2,271.2 million in principal amount less amortization of a loan discount in the amount of $9.0 million as of March 31, 2015. Total of $2,277.0 million in principal amount less amortization of a loan discount in the amount of $9.4 million as of December 31, 2014.


(2)	Total of $1,995.0 million in principal amount less amortization of a loan discount in the amount of $18.9 million as of March 31, 2015. Total of $2,000.0 million in principal amount less amortization of a loan discount in the amount of $19.7 million as of December 31, 2014.


(3)	Total of $350.0 million in principal amount less amortization of a loan discount in the amount of $2.1 million as of March 31, 2015. Total of $350.0 million in principal amount less amortization of a loan discount in the amount of $2.2 million as of December 31, 2014.

Senior Secured Credit Facilities

The Company and certain of its subsidiaries are party to a credit agreement dated as of October 18, 2013, by and among SGI, as the borrower, the Company, as a guarantor, Bank of America, N.A., as administrative agent, and the lenders and other agents party thereto (the “Credit Agreement”). Prior to the increase in the revolving credit facility and the assumption of the incremental term loans referred to below, the Credit Agreement provided for senior secured credit facilities in an aggregate principal amount of $2,600.0 million, including a $300.0 million revolving credit facility, which has dollar and multi-currency tranches, and a $2,300.0 million term B-1 loan facility.

On October 1, 2014, the Company entered into an amendment to the Credit Agreement to, among other things, (1) permit the Bally acquisition and the transactions related thereto and (2) effective as of the consummation of the Bally acquisition, (A) increase the revolving credit facility to $567.6 million, (B) permit SGI to assume the term loans under the escrow credit agreement referred to below as incremental term B-2 loans under the Credit Agreement and (C) modify the financial covenant contained in the Credit Agreement such that it will be tested each quarter, irrespective of usage of the revolving credit facility.

On October 1, 2014, SGMS Escrow Corp., a wholly owned subsidiary of SGI, entered into an escrow credit agreement by and among SGMS Escrow Corp., as borrower, the lenders and other agents from time to time party thereto, and Bank of America, N.A., as administrative agent. The escrow credit agreement provided for $2,000.0 million of term loans, the net proceeds of which provided a portion of the funds used to finance the Bally acquisition. Upon the consummation of the Bally acquisition, the term loans under the escrow credit agreement were assumed by SGI as incremental term B-2 loans under the Credit Agreement.

On February 11, 2015, SGI entered into a lender joinder agreement to the Credit Agreement with an additional commitment lender. Pursuant to the joinder agreement, the amount of the revolving credit facility under the Credit Agreement was increased by $25.0 million to $592.6 million. Up to $350.0 million of the revolving credit facility is available for issuances of letters of credit.

The term B-1 loans incurred in 2013 under the Credit Agreement are scheduled to mature on October 18, 2020, the term B-2 loans incurred in 2014 under the Credit Agreement are scheduled to mature on October 1, 2021 and the revolving credit facility under the Credit Agreement is scheduled to mature on October 18, 2018 (subject to accelerated maturity depending on our liquidity at the time our 2018 Notes, 2020 Notes and 2021 Notes become due).

For additional information regarding our senior secured credit facilities, see Note 15 (Long-Term and Other Debt) in our 2014 Annual Report on Form 10-K.

2021 Notes

In connection with the issuance of the 2021 Notes, SGI, the Company, the subsidiary guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers listed therein, entered into a registration rights agreement, dated June 4, 2014. Under the registration rights agreement, SGI and the guarantors agreed, for the benefit of the holders of the 2021 Notes, that they will file with the SEC, and use their commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the 2021 Notes for an issue of SEC-registered notes (the "2021 Exchange Notes") with terms identical to the 2021 Notes (except that the 2021 Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below).

If the exchange offer is not completed on or before June 4, 2015 (subject to the right of the Company to extend such date by up to 90 additional days under customary "blackout" provisions if the Company determines in good faith that it is in possession of material, non-public information), the annual interest rate borne by the 2021 Notes will be increased by 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum thereafter until the exchange offer is completed or the obligation to complete the exchange offer terminates, at which time the interest rate will revert to the original interest rate on the date the 2021 Notes were originally issued.

On April 10, 2015, we filed a registration statement on Form S-4 relating to the exchange offer contemplated by the registration rights agreement. The registration statement was declared effective by the SEC on April 20, 2015. The exchange offer is scheduled to expire on May 15, 2015.

Unsecured Notes

In connection with the issuance of the Unsecured Notes, SGI, the Company, the subsidiary guarantors party thereto, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives for the initial purchasers listed therein, entered into a registration rights agreement, dated November 21, 2014. Under the registration rights agreement, SGI and the guarantors agreed, for the benefit of the holders of the Unsecured Notes, that they will file with the SEC and use their commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes (the "Exchange Unsecured Notes") with terms identical to the Unsecured Notes (except that the Exchange Unsecured Notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below).

If the exchange offer is not completed on or before February 12, 2016 (subject to the right of the Company to extend such date by up to 90 additional days under customary "blackout" provisions if the Company determines in good faith that it is in possession of material, non-public information), the annual interest rate borne by the Unsecured Notes will be increased by 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum thereafter until the exchange offer is completed or the obligation to complete the exchange terminates, at which time the interest rate will revert to the original interest rate on the date the Unsecured Notes were originally issued.

Capital Lease Obligations

During the three months ended March 31, 2015, we did not enter into any new capital lease arrangements and our remaining obligation at March 31, 2015 was $32.0 million.

For additional information regarding our 2018 Notes, 2020 Notes, 2021 Notes, the Secured Notes, the Unsecured Notes and the capital lease obligations, see Note 15 (Long-Term and Other Debt) in our 2014 Annual Report on Form 10-K.