Quarterly report pursuant to Section 13 or 15(d)

LONG-TERM DEBT

v3.23.3
LONG-TERM DEBT
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt, which includes finance leases, consisted of the following:
September 30, 2023 December 31, 2022
(in thousands)
Senior Secured Credit Facility:
Term loan A $ 367,500  $ 382,500 
Term loan B 839,089  845,644 
6.5% Senior Secured Notes due 2027 1,200,000  1,200,000 
3.75% Senior Secured Notes due 2028 500,000  500,000 
4.875% Senior Notes due 2024 575,000  575,000 
5.625% Senior Notes due 2026 300,000  300,000 
4.75% Senior Notes due 2027 950,000  950,000 
2.5% Convertible Senior Notes due 2023 —  550,000 
2.0% Convertible Senior Notes due 2025 400,000  400,000 
3.125% Convertible Senior Notes due 2029 1,000,000  — 
Other long-term debt 520,506  252,199 
Total principal amount 6,652,095  5,955,343 
Less: unamortized discounts and debt issuance costs (55,425) (51,844)
Total long-term debt, net of unamortized discounts and debt issuance costs 6,596,670  5,903,499 
Less: current portion 50,609  620,032 
Total long-term debt, net $ 6,546,061  $ 5,283,467 
Future maturities of long-term debt at September 30, 2023 are as follows:
(in thousands)
Remainder of 2023 $ 24,581 
2024 1,473,511 
2025 49,320 
2026 1,394,829 
2027 2,153,779 
Thereafter 1,556,075 
Total $ 6,652,095 
All long-term debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5 – Fair Value Measurements for discussion of the fair value measurement of our long-term debt.
3.125% Convertible Senior Notes due 2029
In January 2023, we issued $1.0 billion principal amount of 3.125% convertible senior notes due 2029 (the “2029 Notes”). Interest on the 2029 Notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2023, at a rate of 3.125% per annum. The notes will mature on January 15, 2029. The notes will be convertible, under certain circumstances, until October 15, 2028, and on or after such date without condition, at an initial conversion rate of 9.2259 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50% conversion premium based on the last reported sale price for our common stock of $72.26 on January 9, 2023 prior to issuing the debt. Upon conversion, the notes may be settled in, at our election, shares of common stock or cash or a combination of cash and shares of common stock. Assuming we fully settle the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is 13.8 million as of September 30, 2023.
We may redeem for cash all or any portion of the notes, at our option, on or after January 21, 2026 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture. The redemption price will equal 100% of the principal amount of the notes plus accrued interest, if any.
If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the 2029 Notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any.
As of September 30, 2023, the remaining period for the unamortized debt issuance costs balance of $14.0 million was approximately five years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes. As of September 30, 2023, the effective interest rate on the notes was 3.4%.
In connection with the issuance of the 2029 Notes, we entered into privately negotiated capped call transactions with several counterparties. The cap price of the capped call transactions is initially $144.52, which represents a premium of 100% over the last reported sale price of the Company’s common stock on January 9, 2023. The cost of the capped call transactions was $75.5 million and was charged to additional paid-in capital.
Debt Extinguishment
In conjunction with the issuance of the 2029 Notes, we used approximately $485.8 million of the net proceeds to repurchase $440.0 million aggregate principal amount of the 2.5% convertible senior notes due 2023 resulting in a loss on debt repurchase of $18.4 million and a charge to additional paid-in capital for the induced conversion of $27.3 million. On March 15, 2023, we redeemed the remaining $110.0 million aggregate principal amount of the 2.5% convertible senior notes and issued 156,750 common shares of stock.
Senior Secured Facility Amendment
In February 2023, we amended our senior secured credit facility. The amendments provide for, among other things: (i) replacement of the benchmark reference rate of the Eurodollar Rate (as defined in the Credit Agreement) with the Term SOFR Rate for borrowings denominated in United States Dollars and for each Alternative Currency (as defined in the Credit Agreement), a corresponding reference rate, as set forth in the Amended Credit Agreement, (ii) deletion of the provisions regarding Canadian bankers’ acceptances, and (iii) the addition of the Company’s ability to draw letters of credit in Canadian Dollars.
Other Long-term Debt
As of September 30, 2023, other long-term debt includes $271.0 million for debt due in 2026 acquired as part of an acquisition of a venue management business in the United States during the first quarter of 2023.