Long-Term and Other Debt

Outstanding debt and capital leases

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



	As of December 31,
	2018											2017
	Final Maturity	Rate(s)		Face Value		Unamortized debt discount/premium and deferred financing costs, net			Book Value			Book Value
Senior Secured Credit Facilities:
2018 Revolver, varying interest rate	2018	variable		$	—	$	—		$	—		$	100.5
2020 Revolver, varying interest rate	2020	variable		325.0		—			325.0			249.5
Term Loan B-4	2024	variable		—		—			—			3,193.6
Term Loan B-5	2024	variable		4,143.3		(72.3		)	4,071.0			—
Senior Notes:
2022 Secured Notes	2022	7.000	%	—		—			—			2,130.7
2025 Secured Notes⁽¹⁾	2025	5.000	%	1,250.0		(17.5		)	1,232.5			343.7
2026 Secured Euro Notes⁽²⁾	2026	3.375	%	371.9		(5.4		)	366.5			—
Unsecured Notes	2022	10.000	%	2,200.0		(23.8		)	2,176.2			2,170.1
2026 Unsecured Euro Notes⁽²⁾	2026	5.500	%	286.1		(4.2		)	281.9			—
Subordinated Notes:
2020 Notes	2020	6.250	%	243.5		(1.0		)	242.5			241.8
2021 Notes	2021	6.625	%	340.6		(3.3		)	337.3			336.0
Capital lease obligations, 3.9% as of December 31, 2018 payable monthly through 2020	2020	3.900	%	4.0		—			4.0			10.7
Total long-term debt outstanding				$	9,164.4	$	(127.5	)	$	9,036.9		$	8,776.6
Less: current portion of long-term debt									(45.0		)	(40.3		)
Long-term debt, excluding current portion									$	8,991.9		$	8,736.3
Fair value of debt⁽³⁾				$	8,773.3

(1) In connection with the February 2018 Refinancing, we entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting $460.0 million of the fixed-rate, U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%. These cross-currency swaps have been designated as a hedge of our net investment in certain subsidiaries.

(2) We designated a portion of our 2026 Secured Euro Notes as a net investment non-derivative hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency in order to reduce the volatility in our operating results caused by the change in foreign currency exchange rates of the Euro relative to the U.S. Dollar (see Note 17 for additional information). The total change in the face value of the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes due to changes in foreign currency exchange rates since the issuance was a reduction of $54.4 million, of which a $43.4 million gain was recognized on remeasurement of debt in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018.

(3) Fair value of our fixed rate and variable interest rate debt is classified within Level 2 in the fair value hierarchy and has been calculated based on the quoted market prices of our securities.

The following reflects the principal amount of debt and capital lease payments due over the next five years and beyond as of December 31, 2018:



	Total			2019		2020		2021		2022		2023		After 2023
Senior Secured Credit Facilities	$	4,468.3		$	41.7	$	366.7	$	41.7	$	41.7	$	41.7	$	3,934.8
Senior Notes	4,108.0			—		—		—		2,200.0		—		1,908.0
Subordinated Notes	584.1			—		243.5		340.6		—		—		—
Capital lease obligations	4.0			3.3		0.7		—		—		—		—
Total long-term debt outstanding	$	9,164.4		$	45.0	$	610.9	$	382.3	$	2,241.7	$	41.7	$	5,842.8
Unamortized deferred financing costs and discount/premium	(127.5		)
Total debt book value	$	9,036.9

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”).

As of December 31, 2017, the credit agreement included (a) a revolving credit facility of $596.2 million, through October 2018, with a step-down in availability at that time to $421.7 million until the extended maturity in October 2020, and with up to $350.0 million of the revolving credit facility available for issuances of letters of credit and (b) a $3.3 billion term B-4 loan facility.

On February 14, 2018, we entered into the following transactions (the “February 2018 Refinancing”): a private offering of an additional $900.0 million principal amount of our 2025 Secured Notes, €325.0 million of 3.375% new senior secured notes due 2026 and €250 million of 5.500% new senior unsecured notes due 2026, and an amendment to our credit agreement to refinance our existing term loan B-4 facility and increase the term loans outstanding by $900.0 million under a new term loan B-5 facility. We used the net proceeds of the February 2018 Refinancing to (a) redeem all of our outstanding 2022 Secured Notes, (b) prepay a portion of our revolver borrowings under our credit agreement and (c) pay accrued and unpaid interest thereon plus related premiums, fees and expenses. The applicable margin for the new term B-5 loans was 2.75% per annum for eurocurrency (LIBOR) loans and 1.75% per annum for base rate loans, compared to 3.25% per annum for eurocurrency (LIBOR) loans and 2.25% per annum for base rate loans under the previous term B-4 loan facility. We also increased the amount of the revolving credit agreement by $24.0 million to $620.2 million through October 18, 2018, with a step-down in availability at that time to $445.7 million until the extended maturity on October 18, 2020.

On October 18, 2018 we entered into a lender joinder agreement to the credit agreement with an additional revolving commitment lender. Pursuant to that joinder agreement, the amount of the revolving credit facility availability under the credit agreement was increased by $50.0 million through October 18, 2020.

On December 12, 2018, we entered into two lender joinder agreements to the credit agreement with two additional revolving commitment lenders. Pursuant to these joinder agreements, the amount of the revolving credit facility availability under the credit agreement was increased by $125.0 million effective December 13, 2018 through October 18, 2020. As a result of all three of these joinder agreements, the amount of the availability under the revolving credit facility as of December 31, 2018 was $620.7 million until it matures on October 18, 2020.

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

The term B-5 loans under the credit agreement mature on August 14, 2024 and 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

The Unsecured Notes were issued pursuant to an indenture dated as of November 21, 2014 (the “Unsecured Notes Indenture”).

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.

2022 Secured Notes

The 2022 Secured Notes were issued pursuant to an indenture dated as of November 21, 2014 (the “2022 Secured Notes Indenture”). We redeemed all of the outstanding 2022 Secured Notes in March 2018 in connection with the February 2018 Refinancing.

2025 Secured Notes

On October 17, 2017, SGI issued $350.0 million in aggregate principal amount of the 2025 Secured Notes in a private offering (the “October 2017 Financing”). The 2025 Secured Notes were issued pursuant to an indenture dated as of October 17, 2017 (the “2025 Secured Notes Indenture”). We used the net proceeds of the October 2017 Financing, together with cash on hand and borrowings under the revolving credit facility under our credit agreement, to finance the NYX acquisition, including the refinancing of certain indebtedness of NYX, and to pay related fees and expenses. The $900.0 million of additional 2025 Secured Notes that were issued as part of the February 2018 Refinancing were issued under the 2025 Secured Notes Indenture and therefore have the same terms as the initial 2025 Secured Notes except for the issue date. SGI may redeem some or all of the 2025 Secured Notes at any time prior to October 15, 2020 at a redemption price equal to 100% of the principal amount of the 2025 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 2025 Secured Notes at any time on or after October 15, 2020 at the prices specified in the 2025 Secured Notes indenture.

The 2025 Secured Notes are senior secured obligations of SGI and are equally and ratably secured with SGI’s obligations under the credit agreement and the 2026 Secured Euro Notes. The 2025 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 2025 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 2025 Secured Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

2026 Secured and Unsecured Euro Notes

In connection with the February 2018 Refinancing, SGI issued €325.0 million aggregate principal amount of its new 2026 Secured Euro Notes and €250.0 million aggregate principal amount of its new 2026 Unsecured Euro Notes.

The 2026 Secured Euro Notes were issued pursuant to an indenture dated as of February 14, 2018 (the “2026 Secured Notes Indenture”). SGI may redeem some or all of the 2026 Secured Euro Notes at any time prior to February 15, 2021 at a redemption price equal to 100% of the principal amount of the 2026 Secured Euro 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 2026 Secured Euro Notes at any time on or after February 15, 2021 at the prices specified in the 2026 Secured Notes Indenture.

The 2026 Secured Euro Notes are senior secured obligations of SGI and are equally and ratably secured with SGI’s obligations under the credit agreement and the 2025 Secured Notes. The 2026 Secured Euro 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 2026 Secured Euro 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 2026 Secured Euro Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

The 2026 Unsecured Euro Notes were issued pursuant to an indenture dated as of February 14, 2018 (the “2026 Unsecured Notes Indenture”). SGI may redeem some or all of the 2026 Unsecured Euro Notes at any time prior to February 15, 2021 at a redemption price equal to 100% of the principal amount of the 2026 Unsecured Euro 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 2026 Unsecured Euro Notes at any time on or after February 15, 2021 at the prices specified in the 2026 Unsecured Notes indenture.

The 2026 Unsecured Euro 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 2026 Unsecured Euro 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 2026 Unsecured Euro Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

Effective April 30, 2018, the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes were listed on the Official List of The International Stock Exchange.

Subordinated notes

2018 Notes

The 2018 Notes were issued pursuant to an indenture dated as of September 22, 2010 (the “2018 Notes Indenture”). We redeemed all of the outstanding 2018 Notes on March 17, 2017.

2020 Notes

The 2020 Notes were issued pursuant to an indenture dated as of August 20, 2012 (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, the unrestricted social gaming business entities and immaterial subsidiaries). The 2020 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

2021 Notes

The 2021 Notes were issued pursuant to an indenture dated as of June 4, 2014 (the “2021 Notes Indenture”). SGI may redeem some or all of the 2021 Notes at any time 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, the unrestricted social gaming business entities and immaterial subsidiaries). 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 the 2018 Notes Indenture, 2020 Notes Indenture, 2021 Notes Indenture, 2022 Secured Notes Indenture, and Unsecured Notes Indenture. In connection with the October 2017 Financing, we designated these social gaming subsidiaries as “Unrestricted Subsidiaries” under the 2025 Secured Notes Indenture. In connection with the February 2018 Refinancing, we designated these social gaming subsidiaries as “Unrestricted Subsidiaries” under the 2026 Secured Notes Indenture and the 2026 Unsecured Notes Indenture.

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 our wholly owned direct and indirect subsidiaries.

Debt issuance costs

We capitalize debt issuance costs associated with long-term financing arrangements and amortize the deferred debt issuance costs over the term of the arrangement using the effective interest method. The capitalized debt issuance costs associated with long-term debt financing, other than line-of-credit arrangements, are presented as a direct reduction from the carrying value of long-term debt, consistent with the treatment of unamortized debt discount. In connection with 2017 refinancing activities, we incurred $42.2 million in financing costs of which approximately $34.3 million are presented as a reduction to long-term debt and $7.9 million were expensed. In connection with the refinancing activities in 2018, we incurred $25.8 million in financing costs presented primarily as a reduction to long-term debt.

Loss (Gain) on Debt Financing Transactions

The following are components of the loss (gain) on debt financing transactions resulting from debt extinguishment and modification accounting:



	Years Ended December 31,
	2018			2017		2016
Repurchase and cancellation of principal balance at premium (discount)	$	110.3		$	—	$	(26.0	)
Unamortized debt (premium) discount and deferred financing costs. net	(29.8		)	26.4		0.8
Third party debt issuance fees	12.7			11.7		—
Total loss (gain) on debt financing transactions	$	93.2		$	38.1	$	(25.2	)

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, 2018. This ratio will step down to 5.0x for the quarter ended June 30, 2019.

The credit agreement, 2020 Notes Indenture, 2021 Notes Indenture, Unsecured Notes Indenture, 2025 Secured Notes Indenture, 2026 Secured Notes Indenture and 2026 Unsecured 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). Failure to comply with any of the covenants in these agreements could result in a default under these agreements and under other agreements containing cross-default provisions. Such a default would permit lenders to accelerate the maturity of the debt under these agreements and other agreements containing cross-default provisions and to foreclose upon any collateral securing the debt.

We were in compliance with the financial covenants under our debt agreements as of December 31, 2018.

On January 10, 2018, in connection with the reincorporation merger, the Surviving Corporation assumed all of the obligations of SGC under the credit agreement, the Unsecured Notes, the 2022 Secured Notes, the 2025 Secured Notes, the 2020 Notes and the 2021 Notes, and became a guarantor of all of that indebtedness.