NOTES PAYABLE AND COMMERCIAL BANK FINANCING | 7. NOTES PAYABLE AND COMMERCIAL BANK FINANCING: Notes payable, finance leases, and commercial bank financing (including finance leases to affiliates) consisted of the following as of December 31, 2021 and 2020 (in millions): 2021 2020 STG Bank Credit Agreement: Term Loan B-1, due January 3, 2024 $ 379 $ 1,119 Term Loan B-2, due September 30, 2026 1,271 1,284 Term Loan B-3, due April 1, 2028 (a) 736 — DSG Bank Credit Agreement (b): Term Loan, due August 24, 2026 3,226 3,259 STG Notes: 5.875% Unsecured Notes, due March 15, 2026 348 348 5.125% Unsecured Notes, due February 15, 2027 400 400 5.500% Unsecured Notes, due March 1, 2030 500 500 4.125% Senior Secured Notes, due December 1, 2030 750 750 DSG Notes: 12.750% Senior Secured Notes, due December 1, 2026 (b) 31 31 5.375% Senior Secured Notes, due August 15, 2026 (b) 3,050 3,050 6.625% Unsecured Notes, due August 15, 2027 1,744 1,744 DSG Accounts Receivable Securitization Facility (c) — 177 Debt of variable interest entities 9 17 Debt of non-media subsidiaries 17 17 Finance leases 28 30 Finance leases - affiliate 9 8 Total outstanding principal 12,498 12,734 Less: Deferred financing costs and discounts (158) (183) Less: Current portion (66) (56) Less: Finance leases - affiliate, current portion (3) (2) Net carrying value of long-term debt $ 12,271 $ 12,493 (a) On April 1, 2021, STG amended the STG Bank Credit Agreement to raise term loans in an aggregate principal amount of $740 million (STG Term Loan B-3), the proceeds of which were used to refinance a portion of STG's term loan maturing in January 2024, as more fully described below under STG Bank Credit Agreement. (b) On March 1, 2022, DSG completed a refinancing transaction relating to the DSG Bank Credit Agreement, the DSG 5.375% Secured Notes (defined below under DSG Notes ) and the DSG 12.750% Secured Notes (defined below under DSG Notes ). See Note 20. Subsequent Events for a discussion of the refinancing transaction. (c) On November 5, 2021, SBG purchased and assumed the lenders’ and the administrative agent’s rights and obligations under the DSG Accounts Receivable Facility (A/R Facility). SBG purchased the lenders’ outstanding loans and commitments under the A/R Facility by making a payment to the lenders as consideration for the purchase of the lenders’ respective rights and obligations under the A/R Facility equal to approximately $184 million, representing 101% of the aggregate outstanding principal amount of the loans under the A/R Facility, plus any accrued interest and outstanding fees and expenses. Transactions related to the A/R Facility are now intercompany transactions and therefore, are eliminated in consolidation. Debt under the STG Bank Credit Agreement, DSG Bank Credit Agreement, notes payable and finance leases as of December 31, 2021 matures as follows (in millions): Notes and Finance Leases Total 2022 $ 63 $ 8 $ 71 2023 54 8 62 2024 433 7 440 2025 68 6 74 2026 7,748 6 7,754 2027 and thereafter 4,095 14 4,109 Total minimum payments 12,461 49 12,510 Less: Deferred financing costs, discounts, and premiums (158) — (158) Less: Amount representing future interest — (12) (12) Net carrying value of debt $ 12,303 $ 37 $ 12,340 Interest expense in our consolidated statements of operations was $618 million, $656 million, and $422 million for the years ended December 31, 2021, 2020, and 2019, respectively. Interest expense included amortization of deferred financing costs, debt discounts, and premiums of $30 million, $31 million, and $17 million for the years ended December 31, 2021, 2020, and 2019, respectively. The stated and weighted average effective interest rates on the above obligations are as follows, for the years ended December 31, 2021 and 2020: Weighted Average Effective Rate Stated Rate 2021 2020 STG Bank Credit Agreement: Term Loan B LIBOR plus 2.25% 2.36% 2.94% Term Loan B-2 LIBOR plus 2.50% 2.77% 3.29% Term Loan B-3 LIBOR plus 3.00% 3.89% —% Revolving Credit Facility (a) LIBOR plus 2.00% —% —% DSG Bank Credit Agreement (b): Term Loan LIBOR plus 3.25% 3.62% 4.21% Revolving Credit Facility (c) LIBOR plus 3.00% —% —% DSG Accounts Receivable Securitization Facility (d) LIBOR plus 4.97% —% 4.77% STG Notes: 5.875% Unsecured Notes 5.88% 6.09% 6.09% 5.125% Unsecured Notes 5.13% 5.33% 5.33% 5.500% Unsecured Notes 5.50% 5.66% 5.66% 4.125% Secured Notes 4.13% 4.31% 4.31% DSG Notes: 12.750% Secured Notes (b) 12.75% 11.95% 11.95% 5.375% Secured Notes (b) 5.38% 5.73% 5.73% 6.625% Unsecured Notes 6.63% 7.00% 7.00% (a) We incur a commitment fee on undrawn capacity of 0.25%, 0.375%, or 0.50% if our first lien indebtedness ratio is less than or equal to 2.75x, less than or equal to 3.0x but greater than 2.75x, or greater than 3.0x, respectively. The STG Revolving Credit Facility is priced at LIBOR plus 2.00%, subject to decrease if the specified first lien leverage ratio (as defined in the STG Bank Credit Agreement) is less than or equal to certain levels. As of December 31, 2021 and 2020, there we re no outstanding borrowings, $1 million in letters of credit outstanding, and $649 million available under the STG Revolving Credit Facility. See STG Bank Credit Agreement below for further information. (b) On March 1, 2022 DSG completed a refinancing transaction relating to the DSG Bank Credit Agreement, the DSG 5.375% Secured Notes (defined below under DSG Notes ) and the DSG 12.750% Secured Notes (defined below under DSG Notes ). See Note 20. Subsequent Events for a discussion of the refinancing transaction. (c) We incur a commitment fee on undrawn capacity of 0.25%, 0.375%, or 0.50% if our first lien indebtedness ratio is less than or equal to 3.25x, less than or equal to 3.75x but greater than 3.25x, or greater than 3.75x, respectively. The DSG Revolving Credit Facility is priced at LIBOR plus 3.00%, subject to decrease if the specified first lien leverage ratio (as defined in the DSG Bank Credit Agreement) is less than or equal to certain levels. As of December 31, 2021 and 2020 , there were no outstanding borrowings, no letters of credit outstanding, and $228 million available under the DSG Revolving Credit Facility. See DSG Bank Credit Agreement below for further information. (d) On November 5, 2021, SBG purchased and assumed the lenders’ and the administrative agent’s rights and obligations under the A/R Facility. SBG purchased the lenders’ outstanding loans and commitments under the A/R Facility by making a payment to the lenders as consideration for the purchase of the lenders’ respective rights and obligations under the A/R Facility equal to approximately $184 million, representing 101% of the aggregate outstanding principal amount of the loans under the A/R Facility, plus any accrued interest and outstanding fees and expenses. Transactions related to the A/R Facility are now intercompany transactions and, therefore, are eliminated in consolidation. We recorded $4 million of debt issuance costs and original issuance discounts during the year ended December 31, 2021, $19 million of debt issuance costs and a $25 million original issuance premium during the year ended December 31, 2020, and $222 million of debt issuance costs and original issuance discounts during the year ended December 31, 2019. Debt issuance costs and original issuance discounts and premiums are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to our STG Revolving Credit Facility and DSG Revolving Credit Facility, which are presented within other assets in our consolidated balance sheets . STG Bank Credit Agreement We have a syndicated credit facility which includes both revolving credit and issued term loans (the STG Bank Credit Agreement). On August 13, 2019, we issued a seven-year incremental term loan facility in an aggregate principal amount of $600 million (the STG Term Loan B-2b) with an original issuance discount of $3 million, which bears interest at LIBOR plus 2.50%. The proceeds from the Term Loan B-2b were used, together with cash on hand, to redeem, at par value, $600 million aggregate principal amount of STG's 5.375% Senior Notes due 2021 (the STG 5.375% Notes). We recognized a loss on the extinguishment of the STG 5.375% Notes of $2 million for the year ended December 31, 2019. On August 23, 2019, we amended and restated the STG Bank Credit Agreement which provided additional operating flexibility and revisions to certain restrictive covenants. Concurrent with the amendment, we raised a seven-year incremental term loan facility of $700 million (the STG Term Loan B-2a, and, together with the STG Term Loan B-2b, the STG Term Loan B-2) with an original issuance discount of $4 million, which bears interest at LIBOR plus 2.50%. Additionally, in connection with the amendment, we replaced STG's existing revolving credit facility with a new $650 million five-year revolving credit facility (the STG Revolving Credit Facility), priced at LIBOR plus 2.00%, subject to decrease if the specified first lien leverage ratio (as defined in the STG Bank Credit Agreement) is less than or equal to certain levels, which includes capacity for up to $50 million of letters of credit and for borrowings of up to $50 million under swingline loans. On December 4, 2020, we entered into an amendment to the STG Bank Credit Agreement to extend the maturity date of the STG Revolving Credit Facility to December 4, 2025. On April 1, 2021, STG amended the STG Bank Credit Agreement to raise additional term loans in an aggregate principal amount of $740 million (STG Term Loan B-3), with an original issuance discount of $4 million, the proceeds of which were used to refinance a portion of the STG Term Loan B-1 maturing in January 2024. The STG Term Loan B-3 matures in April 2028 and bears interest at LIBOR (or successor rate) plus 3.00%. The STG Term Loan B-2 and STG Term Loan B-3 amortize in equal quarterly installments in an aggregate amount equal to 1% of the original amount of such term loan, with the balance being payable on the maturity date. The STG Bank Credit Agreement includes a financial maintenance covenant, the first lien leverage ratio (as defined in the STG Bank Credit Agreements), which requires such applicable ratio not to exceed 4.5x, measured as of the end of each fiscal quarter. The financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the STG Revolving Credit Facility, measured as of the last day of each quarter, is utilized under the STG Revolving Credit Facility as of such date. Since there was no utilization under the STG Revolving Credit Facility as of December 31, 2021, STG was not subject to the financial maintenance covenant under the STG Bank Credit Agreement. As of December 31, 2021, the STG first lien leverage ratio was below 4.5x. The STG Bank Credit Agreement contains other restrictions and covenants which we were in compliance with as of December 31, 2021. STG Notes On November 27, 2019, we issued $500 million of senior notes, which bear interest at a rate of 5.500% per annum and mature on March 1, 2030 (the STG 5.500% Notes). The net proceeds of the STG 5.500% Notes were used, plus cash on hand, to redeem $500 million aggregate principal amount of STG's 6.125% senior unsecured notes due 2022 (the STG 6.125% Notes) for a redemption price, including the outstanding principal amount of the STG 6.125% Notes, accrued and unpaid interest, and a make-whole premium, of $510 million. We recognized a loss on the extinguishment of the STG 6.125% Notes of $8 million for the year ended December 31, 2019. Prior to December 1, 2024, we may redeem the STG 5.500% Notes, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the STG 5.500% Notes plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. In addition, on or prior to December 1, 2022, we may redeem up to 40% of the STG 5.500% Notes using the proceeds of certain equity offerings. Beginning on December 1, 2024, we may redeem some or all of the STG 5.500% Notes at any time or from time to time at certain redemption prices, plus accrued and unpaid interest, if any, to the date of redemption. If the notes are redeemed during the twelve-month period beginning December 1, 2024, 2025, 2026, and 2027 and thereafter, then the redemption prices for the STG 5.500% Notes are 102.750%, 101.833%, 100.917%, and 100%, respectively. Upon the sale of certain of STG’s assets or certain changes of control, the holders of the STG 5.500% Notes may require us to repurchase some or all of the STG 5.500% Notes. STG’s obligations under the STG 5.500% Notes are guaranteed, jointly and severally, on a senior unsecured basis, by the Company and each wholly-owned subsidiary of STG or the Company that guarantees the STG Bank Credit Agreement and rank equally with all of STG’s other senior unsecured debt. On May 21, 2020, we purchased $2.5 million aggregate principal amount of STG's 5.875% senior unsecured notes due 2026 (the STG 5.875% Notes) in open market transactions for consideration of $2.3 million. The STG 5.875% Notes acquired in May 2020 were canceled immediately following their acquisition. We recognized a gain on extinguishment of the STG 5.875% Notes of $0.2 million for the year ended December 31, 2020. On December 4, 2020, we issued $750 million aggregate principal amount of senior secured notes, which bear interest at a rate of 4.125% per annum and mature on December 1, 2030 (the STG 4.125% Secured Notes). The net proceeds of the STG 4.125% Secured Notes were used, plus cash on hand, to redeem $550 million aggregate principal amount of STG's 5.625% senior unsecured notes due 2024 (the STG 5.625% Notes) for a redemption price, including the outstanding principal amount of the STG 5.625% Notes, accrued and unpaid interest, and a call premium, of $571 million and to prepay $200 million outstanding under the STG Term Loan B-1. We recognized a loss on extinguishment of the STG 5.625% Notes and prepayment of the STG Term Loan B-1 of $15 million for the year ended December 31, 2020. Prior to December 1, 2025, we may redeem the STG 4.125% Secured Notes, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the STG 4.125% Secured Notes plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. In addition, on or prior to December 1, 2023, we may redeem up to 40% of the STG 4.125% Secured Notes using the proceeds of certain equity offerings. Beginning on December 1, 2025, we may redeem some or all of the STG 4.125% Secured Notes at any time or from time to time at certain redemption prices, plus accrued and unpaid interest, if any, to the date of redemption. If the notes are redeemed during the twelve-month period beginning December 1, 2025, 2026, 2027, and 2028 and thereafter, then the redemption prices for the STG 4.125% Secured Notes are 102.063%, 101.375%, 100.688%, and 100%, respectively. Upon the sale of certain of STG’s assets or certain changes of control, we may be required to repurchase some or all of the STG 4.125% Secured Notes. STG’s obligations under the STG 4.125% Secured Notes are secured on a first-lien basis by substantially all tangible and intangible personal property of STG and each wholly-owned subsidiary of STG or the Company that guarantees the STG Bank Credit Agreement (the Guarantors) and on a pari passu basis with all of STG's and the Guarantor's existing and future debt that is secured by a first-priority lien on the collateral securing the STG 4.125% Secured Notes, including the debt under the STG Bank Credit Agreement, subject to permitted liens and certain other exceptions. Upon issuance, the STG 5.875% Notes and STG 5.125% Notes were redeemable up to 35%. We may redeem 100% of these notes upon the date set forth in the indenture of each note. The price at which we may redeem the notes is set forth in the indenture of each note. Also, if we sell certain of our assets or experience specific kinds of changes of control, the holders of these notes may require us to repurchase some or all of the outstanding notes. DSG Bank Credit Agreement On August 23, 2019, DSG and Diamond Sports Intermediate Holdings LLC (Holdings), an indirect wholly owned subsidiary of the Company and an indirect parent of DSG, entered into a credit agreement (the DSG Bank Credit Agreement). Pursuant to the DSG Bank Credit Agreement, DSG raised a seven-year $3,300 million aggregate amount term loan (the DSG Term Loan), with an original issuance discount of $17 million, which bears interest at LIBOR plus 3.25%. The DSG Term Loan amortizes in equal quarterly installments in an aggregate amount equal to 1% of the original amount of such term loan, with the balance being payable on the maturity date. Following the end of each fiscal year, we are required to prepay the DSG Term Loan in an aggregate amount equal to (a) 50% of excess cash flow for such fiscal year if the first lien leverage ratio is greater than 3.75 to 1.00, (b) 25% of excess cash flow for such fiscal year if the first lien leverage ratio is greater than 3.25 to 1.00 but less than or equal to 3.75 to 1.00, and (c) 0% of excess cash flow for such fiscal year if the first lien leverage ratio is equal to or less than 3.25 to 1.00. Additionally, in connection with the DSG Bank Credit Agreement, DSG obtained a $650 million five-year revolving credit facility (the DSG Revolving Credit Facility, and, together with the DSG Term Loan, the DSG Credit Facilities), priced at LIBOR plus 3.00%, subject to reduction based on a first lien net leverage ratio, which includes capacity for up to $50 million of letters of credit and for borrowings of up to $50 million under swingline loans. The DSG Bank Credit Agreement includes a financial maintenance covenant, the first lien leverage ratio (as defined in the DSG Bank Credit Agreements), which requires such applicable ratio not to exceed 6.25x, measured as of the end of each fiscal quarter. The financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the DSG Revolving Credit Facility, measured as of the last day of each quarter, is utilized under the DSG Revolving Credit Facility as of such date. Since there was no utilization under the DSG Revolving Credit Facility as of December 31, 2021, DSG was not subject to the financial maintenance covenant under the DSG Bank Credit Agreement. As of December 31, 2021, the DSG first lien leverage ratio was above 6.25x. We expect that the DSG first lien leverage ratio will remain above 6.25x for at least the next twelve months, which will restrict our ability to utilize the full DSG Revolving Credit Facility. We do not currently expect to have more than 35% of the capacity of the DSG Revolving Credit Facility outstanding as of any quarterly measurement date during the next twelve months, therefore we do not expect DSG will be subject to the financial maintenance covenant. The DSG Bank Credit Agreement contains other restrictions and covenants which we were in compliance with as of December 31, 2021. DSG's obligations under the DSG Bank Credit Agreement are (i) jointly and severally guaranteed by Holdings and DSG’s direct and indirect, existing and future wholly-owned domestic restricted subsidiaries, subject to certain exceptions, and (ii) secured by first-priority lien on substantially all tangible and intangible assets (whether now owned or hereafter arising or acquired) of DSG and the guarantors, subject to certain permitted liens and other agreed upon exceptions. The DSG Credit Facilities are not guaranteed by the Company, STG, or any of STG’s subsidiaries. On March 1, 2022, DSG completed a refinancing transaction relating to the DSG Bank Credit Agreement. See Note 20 . Subsequent Events for a discussion of the refinancing transaction. DSG Notes On August 2, 2019, DSG issued $3,050 million principal amount of senior secured notes, which bear interest at a rate of 5.375% per annum and mature on August 15, 2026 (the DSG 5.375% Secured Notes), and issued $1,825 million principal amount of senior notes, which bear interest at a rate of 6.625% per annum and mature on August 15, 2027 (the DSG 6.625% Notes). The proceeds of the DSG 5.375% Secured Notes and DSG 6.625% Notes were used, in part, to fund the RSN Acquisition. In March 2020 and June 2020, we purchased a total of $15 million aggregate principal amount of the DSG 6.625% Notes in open market transactions for consideration of $10 million. The DSG 6.625% Notes acquired in March 2020 and June 2020 were canceled immediately following their acquisition. We recognized a gain on extinguishment of the DSG 6.625% Notes of $5 million for year ended December 31, 2020. On June 10, 2020, we exchanged $66.5 million aggregate principal amount of the DSG 6.625% Notes for cash payments of $10 million, including accrued but unpaid interest, and $31 million aggregate principal amount of newly issued senior secured notes, which bear interest at a rate of 12.750% per annum and mature on December 1, 2026 (the DSG 12.750% Secured Notes, and together with the DSG 5.375% Secured Notes, the DSG Existing Secured Notes, and together with the DSG 6.625% Notes, the DSG Notes). Prior to August 15, 2022, we may redeem the DSG Notes, in whole or in part, at any time or from time to time, at a price equal to 100% of the principal amount of the applicable DSG Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a ‘‘make-whole’’ premium. Beginning on August 15, 2022, we may redeem the DSG Notes, in whole or in part, at any time or from time to time at certain redemption prices, plus accrued and unpaid interest, if any, to the date of redemption. In addition, on or prior to August 15, 2022, we may redeem up to 40% of each series of the DSG Notes using the proceeds of certain equity offerings. If the notes are redeemed during the twelve-month period beginning August 15, 2022, 2023, and 2024 and thereafter, then the redemption prices for the DSG 5.375% Secured Notes are 102.688%, 101.344%, and 100%, respectively, the redemption prices for the DSG 6.625% Notes are 103.313%, 101.656%, and 100%, respectively, and the redemption prices for the DSG 12.750% Secured Notes are 102.688%, 101.344%, and 100%, respectively. DSG’s obligations under the DSG Notes are jointly and severally guaranteed by Holdings, DSG’s direct parent, and certain wholly-owned subsidiaries of Holdings. The RSNs wholly-owned by Holdings and its subsidiaries will also jointly and severally guarantee the Issuers' obligations under the DSG Notes. The DSG Notes are not guaranteed by the Company, STG, or any of STG’s subsidiaries. On March 1, 2022, DSG completed a refinancing transaction relating to the DSG 5.375% Secured Notes and the DSG 12.750% Secured Notes. See Note 20 . Subsequent Events for a discussion of the refinancing transaction. A/R Facility On September 23, 2020 (the Closing Date), the Company's and DSG's indirect wholly-owned subsidiary, DSPV, entered into a $250 million A/R Facility which matures on September 23, 2023, in order to enable DSG to raise incremental funding for the ongoing business needs of DSG and its subsidiaries. On November 5, 2021, the Company purchased and assumed the lenders’ and the administrative agent’s rights and obligations under the A/R Facility by making a payment to the lenders equal to approximately $184 million, representing 101% of the aggregate outstanding principal amount of the loans under the A/R Facility, plus any accrued interest and outstanding fees and expenses. In connection therewith, the Company and DSPV entered into an omnibus amendment to the A/R Facility to provide greater flexibility to DSG, including, (i) increasing the maximum facility limit availability from up to $250 million to up to $400 million; (ii) eliminating the early amortization event related to DSG’s earnings before interest, taxes, depreciation and amortization (EBITDA), as defined in the agreement governing the A/R Facility, less interest expense covenant; (iii) extending the stated maturity date by one year from September 23, 2023 to September 23, 2024; and (iv) relaxing certain concentration limits thereby increasing the amounts of certain accounts receivable eligible to be sold. The other material terms of the A/R Facility remain unchanged. Transactions related to the A/R Facility are now intercompany transactions and, therefore, are eliminated in consolidation. DSG's ability to make scheduled payments on its debt obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory and other factors beyond its control. The impact of the outbreak of COVID-19 continues to create significant uncertainty and disruption in the global economy and financial markets. Further, DSG's success is dependent upon, among other things, the terms of its agreements with Distributors, OTT and other streaming providers and the successful execution of its DTC strategy. Primarily as a result of losses of Distributors, increased subscriber churn and the COVID-19 pandemic, DSG has experienced operating losses since the second quarter of 2020 and we expect it will continue to incur operating losses in future periods. DSG has taken steps to mitigate the impacts of this uncertainty, including managing its controllable costs, amending its A/R Facility and entering into a Transaction Support Agreement with the Company and certain lenders holding term loans under the DSG Bank Credit Agreement and certain holders of, or investment advisors, sub-advisors, or managers of funds or accounts that hold, the DSG Existing Secured Notes which contemplates that, among other things, DSG would obtain a new $635 million first-priority lien term loan credit facility which would mature in May 2026 and would rank first in lien priority on shared collateral ahead of DSG’s loans and/or commitments under the DSG Bank Credit Agreement and DSG Existing Secured Notes. See Note 20. Subsequent Events . Debt of variable interest entities and guarantees of third-party debt We jointly, severally, unconditionally, and irrevocably guarantee $39 million and $49 million of debt of certain third parties as of December 31, 2021 and 2020, respectively, of which $9 million and $16 million, net of deferred financing costs, related to consolidated VIEs is included in our consolidated balance sheets as of December 31, 2021 and 2020, respectively. These guarantees primarily relate to the debt of Cunningham as discussed under Cunningham Broadcasting Corporation within Note 15. Related Person Transactions . The credit agreements and term loans of these VIEs each bear interest of LIBOR plus 2.50%. As of December 31, 2021, we have determined that it is not probable that we would have to perform under any of these guarantees. Finance leases For more information related to our finance leases and affiliate finance leases see Note 8. Leases and Note 15. Related Person Transactions , respectively. |