Long-Term and Other Debt

February 2017 Financing Transactions

On February 14, 2017, we entered into an amendment to our credit agreement which provides for a $3,291.0 million senior secured term B-3 loan facility which matures in 2021 and reduces the commitments on the revolving credit facility to $556.2 million through October 2018, with a step-down in availability at that time to $381.7 million until the maturity in October 2020. We also successfully completed an additional offering of our Secured Notes in the aggregate principal amount of $1.15 billion (the "additional Secured Notes"). The net proceeds of the term B-3 loan facility and the additional Secured Notes were used to prepay the balances on the term B-1 and term B-2 loans and the existing revolving credit facility, as well as related fees and expenses (the "February 2017 Financing"). We plan to use the remaining net proceeds to redeem all of the outstanding 2018 Notes including payment of any accrued and unpaid interest thereon plus any related premiums, fees and costs. Subsequent to the February 2017 Financing, the aggregate principal amount of Secured Notes outstanding was $2.1 billion.

Outstanding debt and capital leases

The following reflects outstanding debt as of the dates indicated below:



	As of December 31,
	2016														2015
	Final Maturity	Rate(s)		Face Value		Unamortized debt discount			Unamortized deferred financing costs			Book Value			Book Value
Senior Secured Credit Facilities ⁽¹⁾:
Revolver	2018	variable		$	45.0	$	—		$	—		$	45.0		$	95.0
Term Loan B-1	2020	variable		2,231.0		(6.1		)	(41.4		)	2,183.5			2,193.7
Term Loan B-2	2021	variable		1,960.0		(13.7		)	(40.5		)	1,905.8			1,914.1
Senior Notes:
Secured Notes ⁽¹⁾	2022	7.000	%	950.0		—			(13.7		)	936.3			933.6
Unsecured Notes	2022	10.000	%	2,200.0		—			(36.0		)	2,164.0			2,157.9
Subordinated Notes:
2018 Notes ⁽¹⁾	2018	8.125	%	250.0		—			(1.3		)	248.7			248.0
2020 Notes	2020	6.250	%	243.5		—			(2.3		)	241.2			296.4
2021 Notes	2021	6.625	%	340.6		(1.5		)	(4.6		)	334.5			342.6
Capital lease obligations	2019	3.900	%	15.2		—			—			15.2			25.7
Total long-term debt outstanding				$	8,235.3	$	(21.3	)	$	(139.8	)	$	8,074.2		$	8,207.0
Less: current portion of long-term debt												(49.3		)	(50.3		)
Long-term debt, excluding current portion												$	8,024.9		$	8,156.7
Fair value of debt ⁽²⁾				$	8,221.8

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(1) Refer to the discussion relating to the February 2017 Financing described herein.

(2) Fair value of our fixed rate and variable interest rate debt as of December 31, 2016 approximated $8,221.8 million based on quoted market prices for our securities. We classify the fair value of debt within level 2 in the fair value hierarchy.

The following reflects debt and capital lease payments due over the next five years and beyond as of December 31, 2016:



	Total			2017		2018		2019		2020		2021		After 2021
Senior Secured Credit Facilities	$	4,236.0		$	43.0	$	88.0	$	43.0	$	2,182.0	$	1,880.0	$	—
Senior Notes	3,150.0			—		—		—		—		—		3,150.0
Subordinated Notes	834.1			—		250.0		—		243.5		340.6		—
Capital lease obligations, payable monthly through 2019	15.2			6.3		6.5		2.4		—		—		—
Total long-term debt outstanding	$	8,235.3		$	49.3	$	344.5	$	45.4	$	2,425.5	$	2,220.6	$	3,150.0
Unamortized deferred financing costs and discount	(161.1		)
Total debt book value	$	8,074.2

Senior secured credit facilities

SGC and certain of its subsidiaries are party to a credit agreement dated as of October 18, 2013, by and among SGI, as the borrower, SGC, as a guarantor, Bank of America, N.A., as administrative agent, and the lenders and other agents party thereto. The credit agreement provided for senior secured credit facilities in an aggregate principal amount of $2.6 billion, consisting of a $300.0 million revolving credit facility, which has dollar and multi-currency tranches and a $2.3 billion term B-1 loan facility.

On October 1, 2014, we amended our credit agreement pursuant to which our $300.0 million revolving credit facility was increased by $267.6 million. In addition, we entered into an escrow credit agreement providing for a $2.0 billion senior secured incremental term B-2 loan facility (which became an incremental term B-2 loan facility under our existing credit agreement).

On February 11, 2015, SGI entered into a lender joinder agreement to the credit agreement with an additional revolving 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.

All of the debt incurred under the credit agreement is subject to accelerated maturity depending on our liquidity at the time our 2018 Notes, 2020 Notes and 2021 Notes become due.

The term B-1 loans and the term B-2 loans under the credit agreement amortize in equal quarterly installments in an amount equal to 1.00% per annum of the stated principal amount thereof, with the remaining balance due at final maturity. The new term B-3 loans that were entered into as part of the February 2017 Financing will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the stated principal amount thereof, with the remaining balance due at final maturity.

SGI is required to pay commitment fees to revolving lenders on the actual daily unused portion of the revolving commitments at a rate of 0.50% per annum through maturity, subject to a step-down to 0.375% based upon the achievement of certain net first lien leverage ratios. SGI may voluntarily prepay all or any portion of outstanding amounts under the credit facilities at any time, in whole or in part, without premium or penalty, subject to redeployment costs in the case of a prepayment of euro currency loans on a day that is not the last day of the relevant interest period.

Borrowings under the credit agreement are guaranteed by us and each of our current and future direct and indirect wholly owned domestic subsidiaries (other than SGI, the unrestricted social gaming business entities and immaterial subsidiaries), subject to certain customary exceptions as set forth in the credit agreement. The obligations under the credit agreement are secured by a first priority lien on (1) substantially all the property and assets (real and personal, tangible and intangible) of SGI and the other guarantors, and (2) 100% of the capital stock (or other equity interests) of the direct domestic subsidiaries of SGC, SGI and the guarantors and 65% of the capital stock (or other equity interests) of the direct foreign subsidiaries of SGC, SGI and the guarantors, in each case, subject to certain customary exceptions.

Senior notes

Unsecured Notes

In connection with the Bally acquisition in 2014, SGI issued $2.2 billion in aggregate principal amount of the Unsecured Notes in a private offering. The Unsecured Notes were issued pursuant to an indenture dated as of November 21, 2014 (the "Unsecured Notes Indenture"). In May 2015, SGI completed an exchange offer in which all of the unregistered Unsecured Notes were exchanged for a like amount of Unsecured Notes registered under the Securities Act.

SGI may redeem some or all of the Unsecured Notes at any time prior to December 1, 2018 at a redemption price equal to 100% of the principal amount of the Unsecured Notes plus accrued and unpaid interest, if any, to the date of redemption plus a "make whole" premium. SGI may redeem some or all of the Unsecured Notes at any time on or after December 1, 2018 at the prices specified in the Unsecured Notes indenture.

The Unsecured Notes are senior unsecured obligations of SGI and rank equally to all of SGI’s existing and future senior debt and rank senior to all of SGI's existing and future senior subordinated debt. The Unsecured Notes are guaranteed on a senior unsecured basis by SGC and all of its wholly owned U.S. subsidiaries (other than SGI, the unrestricted social gaming business entities and immaterial subsidiaries). The Unsecured Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

Secured Notes

In connection with the Bally acquisition in 2014, SGI issued $950.0 million in aggregate principal amount of the Secured Notes in a private offering. The Secured Notes were issued pursuant to an indenture dated as of November 21, 2014 (the "Secured Notes Indenture"). SGI may redeem some or all of the Secured Notes at any time prior to January 1, 2018 at a redemption price equal to 100% of the principal amount of the Secured Notes plus accrued and unpaid interest, if any, to the date of redemption plus a "make whole" premium. SGI may redeem some or all of the Secured Notes at any time on or after January 1, 2018 at the prices specified in the Secured Notes indenture. The $1.15 billion of additional Secured Notes that were issued as part of the February 2017 Financing were issued under the Secured Notes Indenture and therefore have the same terms as the Secured Notes except for the issue date and offering price.

The Secured Notes are senior secured obligations of SGI and are equally and ratably secured with SGI’s obligations under the credit agreement. The Secured Notes are equal in rank to all of SGI’s existing and future senior debt and rank senior to all of SGI's existing and future senior subordinated debt. The Secured Notes are guaranteed on a senior secured basis by SGC and all of its wholly-owned U.S. subsidiaries (other than SGI, the unrestricted social gaming business entities and immaterial subsidiaries). The Secured Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

Subordinated notes

2018 Notes

The 2018 Notes were issued pursuant to an indenture dated as of September 22, 2010 (the "2018 Notes Indenture"). SGC may redeem some or all of the 2018 Notes for cash at any time at the prices specified in the 2018 Notes Indenture.

The 2018 Notes are unsecured senior subordinated obligations of SGC and are subordinated to all of our existing and future senior debt, rank equally with all of our future senior subordinated debt and rank senior to all of our future debt that is expressly subordinated to the 2018 Notes. The 2018 Notes are guaranteed on an unsecured senior subordinated basis by all of SGC's wholly-owned U.S. subsidiaries (including SGI, the unrestricted social gaming business entities and immaterial subsidiaries). The 2018 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries. We plan to use a portion of the proceeds from the February 2017 Financing to redeem all of the outstanding 2018 Notes.

2020 Notes

The 2020 Notes were issued pursuant to an August 20, 2012 indenture (the "2020 Notes Indenture"). SGI may redeem some or all of the 2020 Notes at any time at the prices specified in the 2020 Notes Indenture.

The 2020 Notes are unsecured senior subordinated obligations of SGI and are subordinated to all of SGI's existing and future senior debt, rank equally with all of SGI's existing and future senior subordinated debt and rank senior to all of SGI's future debt that is expressly subordinated to the 2020 Notes. The 2020 Notes are guaranteed on an unsecured senior subordinated basis by SGC and all of its wholly owned U.S. subsidiaries (other than SGI and the unrestricted social gaming business entities). The 2020 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

2021 Notes

In 2014, SGI issued $350.0 million in aggregate principal amount of 2021 Notes at a price of 99.321% of the principal amount thereof in a private offering. The 2021 Notes were issued pursuant to an indenture dated as of June 4, 2014 (the "2021 Notes Indenture"). In May 2015, SGI completed an exchange offer in which all of the unregistered 2021 Notes were exchanged for a like amount of 2021 Notes that had been registered under the Securities Act.

SGI may redeem some or all of the 2021 Notes at any time prior to May 15, 2017 at a redemption price equal to 100% of the principal amount of the 2021 Notes plus accrued and unpaid interest, if any, to the date of redemption plus a "make whole" premium. SGI may redeem some or all of the 2021 Notes at any time on or after May 15, 2017 at the prices specified in the 2021 Notes Indenture.

The 2021 Notes are unsecured senior subordinated obligations of SGI and are subordinated to all of SGI’s existing and future senior debt, rank equally with all of SGI's existing and future senior subordinated debt and rank senior to all of SGI's future debt that is expressly subordinated to the 2021 Notes. The 2021 Notes are guaranteed on an unsecured senior subordinated basis by SGC and all of its wholly owned U.S. subsidiaries (other than SGI and the unrestricted social gaming business entities). The 2021 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

2020 and 2021 notes repurchase

During the second quarter of 2016, we repurchased and cancelled $56.5 million and $9.4 million of principal amount of the 2020 Notes and 2021 Notes, respectively, for $34.2 million and $5.7 million in cash, respectively, through separate open market purchases. In connection with these transactions, we recorded a $25.2 million gain on early extinguishment of debt, net of a $0.8 million charge related to the write-off of unamortized debt discount and deferred financing costs associated with the extinguished debt.

Social gaming unrestricted subsidiary designation

In order to provide flexibility for potential future growth opportunities with respect to our social gaming business, during the third quarter of 2016 we designated certain of our wholly owned direct and indirect subsidiaries, which hold substantially all of the assets of, and operate, our social gaming business, as “Unrestricted Subsidiaries” under our credit agreement and each of the indentures governing the 2018 Notes, 2020 Notes, 2021 Notes, Secured Notes and Unsecured Notes. As a result of such designations, these social gaming subsidiaries are not guarantors under our credit agreement and indentures and are not obligated to comply with many of the covenants set forth in those agreements and that remain applicable to us and our restricted subsidiaries. In addition, except to the extent of cash distributions from these social gaming subsidiaries to us or our restricted subsidiaries, the assets, liabilities and financial results of these social gaming subsidiaries will be excluded from the calculation of the applicable financial metrics required by these agreements, including our credit agreement’s maintenance covenant, which is based on our consolidated net first lien leverage. Following these designations, the social gaming subsidiaries remain wholly owned direct and indirect subsidiaries of the Company.

Debt issuance costs

We capitalize debt issuance costs associated with long-term financing arrangements and amortize ratably the deferred debt issuance costs over the term of the arrangement. The capitalized debt issuance costs associated with long-term debt financing, other than line-of-credit arrangements, is presented as a direct reduction from the carrying value of long-term debt, consistent with the treatment of unamortized debt discount.

Terms of Outstanding Debt

Restrictive covenants

Our only financial maintenance covenant is contained in our credit agreement. This covenant is tested at the end of each fiscal quarter and requires us to not exceed a maximum consolidated net first lien leverage ratio of 5.5x Consolidated EBITDA (as defined in the credit agreement) for the quarter ended December 31, 2016. In connection with the amendments to the credit agreement as part of the February 2017 Financing, this ratio will be 6.0x for the quarter ended March 31, 2017, then stepping down to 5.5x for the quarter ended June 30, 2018 and 5.0x for the quarter ended June 30, 2019.

The credit agreement, 2018 Notes Indenture, 2020 Notes Indenture, 2021 Notes Indenture, Unsecured Notes Indenture, and Secured Notes Indenture also contain certain covenants that, among other things and subject to certain exceptions, limit SGC's and its restricted subsidiaries' (including SGI) ability to incur additional indebtedness or guarantees, pay dividends or make distributions or certain other restricted payments, purchase or redeem capital stock, prepay junior indebtedness or modify certain debt instruments, make investments or extend credit, engage in certain transactions with affiliates, engage in sale-leaseback transactions, consummate certain assets sales, effect a consolidation or merger, sell, transfer, lease or otherwise dispose of assets, create certain liens and other encumbrances on assets, enter into arrangements that restrict the ability to pay dividends or change fiscal years. These agreements also contain events of default customary for agreements of their type (with customary grace periods, as applicable).

We were in compliance with the financial covenants under our debt agreements as of December 31, 2016.