fun88(й)ٷվ

Quarterly report pursuant to Section 13 or 15(d)

Note 8 - Debt

v3.22.2
Note 8 - Debt
6 Months Ended
Jun. 30, 2022
Notes to Financial Statements
Debt Disclosure [Text Block]

8. DEBT

Our outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions):

June 30,

December 31,

2022

2021

Senior Credit Facilities:

Revolving facility

$ $

Amounts outstanding under A/R programs

Senior notes

1,451 1,473

Variable interest entities

40 45

Other

30 32

Total debt

$ 1,521 $ 1,550

Current portion of debt

$ 13 $ 12

Long-term portion of debt

1,508 1,538

Total debt

$ 1,521 $ 1,550

Direct and Subsidiary Debt

Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily fun88(й)ٷվ International). fun88(й)ٷվ Corporation is not a guarantor of such subsidiary debt.

Certain of our subsidiaries have third-party debt agreements that contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Debt Issuance Costs

We record debt issuance costs related to a debt liability on the balance sheets as a reduction to the face amount of that debt liability. As of June 30, 2022 and December 31, 2021, the amount of debt issuance costs directly reducing the debt liability was $9million and $10million, respectively. We amortize debt issuance costs using either a straight line or effective interest method, depending on the debt agreement, and record them as interest expense.

Revolving Credit Facility

On May 20, 2022, fun88(й)ٷվ International entered into the 2022 Revolving Credit Facility. Borrowings will bear interest at the rates specified in the credit agreement governing the 2022 Credit Facility, which will vary based on the type of loan and fun88(й)ٷվ International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in May 2027. fun88(й)ٷվ International may increase the 2022 Revolving Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. In connection with entering into the 2022 Revolving Credit Facility, fun88(й)ٷվ International terminated all commitments and repaid all obligations under its 2018 $1.2 billion senior unsecured credit facility.

As of June 30, 2022, our $1.2billion senior unsecured revolving credit facility (“Revolving Credit Facility�) was as follows (monetary amounts in millions):

Unamortized

discounts and

Committed

Principal

debt issuance

Carrying

Facility

amount

outstanding

costs

value

Interest rate(2)

Maturity

Revolving Credit Facility

$ 1,200 $ (1) $ (1) $ (1)

Term SOFR plus 1.475%

May 2027


(1)

On June 30, 2022, we had an additional $3million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under ourRevolving Credit Facility.

(2)

Interest rates on borrowings under the Revolving Credit Facility vary based on the type of loan and fun88(й)ٷվ International’s debt ratings. The representative interest rate for U.S. dollar borrowings as of June 30, 2022 was 1.475% above term SOFR.

A/R Programs

Our U.S. accounts receivable securitization program (“U.S. A/R Programs�) and our European accounts receivable securitization program (“EU A/R Program”and collectively with the U.S. A/R Program, “A/R Programs�)are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE�) and the European special purpose entity (“EU SPE�) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE.

On July 1, 2021, we entered into amendments to ourA/R Programsthat, among other things, extended the respective scheduled termination dates of our A/R Programs from April 2022 to July 2024.

Information regarding our A/R Programs as of June 30, 2022 was as follows (monetary amounts in millions):

Maximum funding

Amount

Facility

Maturity

availability(1)

outstanding

Interest rate(2)

U.S. A/R Program

July 2024

$ 150 $

(3)

Applicable rate plus 0.90%

EU A/R Program

July 2024

100

Applicable rate plus 1.30%

(or approximately $105)


(1)

The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

(2)

The applicable rate for our U.S. A/R Program is defined by the lender as USD LIBOR. The applicable rate for our EU A/R Program is either USD LIBOR,EURIBOR or SONIA (Sterling Overnight Interbank Average Rate). In anticipation of the transition away from USD LIBOR, the amendments we made in July 2021 to our A/R Programs incorporated replacement rates for the USD LIBOR.

(3)

As of June 30, 2022, we had approximately $8million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

As of June 30, 2022 and December 31, 2021, $407million and $324million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Senior Notes

On January 15, 2021, fun88(й)ٷվ International redeemed in full �445 million (approximately $541million) in aggregate principal amount of our 5.125% senior notes due 2021 (�2021 Senior Notes�) at the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with this redemption, we incurred an incrementalcash tax liability of approximately $15million in the first quarter of 2021 related to foreign currency exchange gains.

On May 26, 2021, fun88(й)ٷվ International completed a $400 million offering of its 2.95% senior notes due 2031 (�2031 Senior Notes�). On June 23, 2021, fun88(й)ٷվ International applied the net proceeds from the offering, along with cash on hand, to redeem in full $400 million in aggregate principal amount of its 5.125% senior notes due 2022 (�2022 Senior Notes�) and to pay accrued but unpaid interest of approximately $2million. In addition, we paid redemption premiums and related fees and expenses of approximately $25 million and recognized a corresponding loss on early extinguishment of debt of $26million in the second quarter of 2021.

Variable Interest Entity Debt

As of June 30, 2022, AAC, our consolidated 50%-owned joint venture, had $40million outstanding under its loan commitments and debt financing arrangements. As of June 30, 2022, we have$9 million classified as current debt and $31million as long-term debt on our condensed consolidated balance sheets. We do not guarantee these loan commitments, and AAC is not a guarantor of any of our other debt obligations.

Compliance with Covenants

We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Revolving Credit Facility, our A/R Programs and our senior notes.​�