Form 8-K BOYD GAMING CORP For: May 21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 21, 2015
Boyd Gaming Corporation
(Exact Name of Registrant as Specified in its Charter)
Nevada | 001-12882 | 88-0242733 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
3883 Howard Hughes Parkway, Ninth Floor
Las Vegas, Nevada 89169
(Address of Principal Executive Offices, Including Zip Code)
(702) 792-7200
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Supplemental Indenture
On May 21, 2015, Boyd Gaming Corporation (the Company) entered into a supplemental indenture (the Supplemental Indenture) to that certain Indenture, dated November 10, 2010, by and between the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the 2018 Notes Indenture), which relates to the Companys 9.125% senior notes due 2018 (2018 Notes).
The Supplemental Indenture was entered into following the Companys receipt on May 21, 2015, of consents to certain proposed amendments to the 2018 Notes Indenture from holders of a majority in aggregate principal amount of outstanding 2018 Notes not owned by the Company or its affiliates. The Supplemental Indenture became operative on May 21, 2015, upon the Companys acceptance for purchase of the 2018 Notes validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on May 21, 2015, pursuant to the Companys previously announced tender offer and consent solicitation. The Supplemental Indenture eliminates certain of the restrictive covenants set forth in the 2018 Notes Indenture.
The foregoing summary of the material terms of the Supplemental Indenture is qualified by reference to the full text of the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
As described above under Item 1.01 hereto, certain restrictive covenants set forth in the 2018 Notes Indenture are eliminated by the effectiveness of the Supplemental Indenture. These restrictive covenants include a covenant that, among other things, restricts the Companys ability to pay dividends or make distributions or repurchase capital stock, subject to certain exceptions and qualifications.
The foregoing summary of the material terms of the Supplemental Indenture is qualified by reference to the full text of the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
On May 21, 2015, the Company issued a press release announcing the initial results of the tender offer and consent solicitation for its outstanding 2018 Notes. The Company stated that, pursuant to the terms of the tender offer, holders of approximately $458.7 million aggregate principal amount of the outstanding 2018 Notes (approximately 91.7% of the outstanding 2018 Notes) have validly tendered their 2018 Notes and are deemed to have validly delivered the requisite consents for the proposed amendments to the 2018 Notes Indenture prior to 5:00 p.m., New York City time, on May 21, 2015, the expiration of the consent solicitation. The Company also announced that it had accepted for purchase all such validly tendered 2018 Notes. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
Description | |
4.1 | Third Supplemental Indenture, dated May 21, 2015, governing the Companys 9.125% senior notes due 2018, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. | |
99.1 | Press Release, dated May 21, 2015, announcing the initial results of the tender offer and consent solicitation for the Companys 9.125% senior notes due 2018. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 22, 2015 | Boyd Gaming Corporation | |||||
/s/ Anthony D. McDuffie | ||||||
Anthony D. McDuffie | ||||||
Vice President and Chief Accounting Officer |
EXHIBIT INDEX
Exhibit |
Description | |
4.1 | Third Supplemental Indenture, dated May 21, 2015, governing the Companys 9.125% senior notes due 2018, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. | |
99.1 | Press Release, dated May 21, 2015, announcing the initial results of the tender offer and consent solicitation for the Companys 9.125% senior notes due 2018. |
Exhibit 4.1
Execution Version
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE (this Supplemental Indenture) is entered into as of May 21, 2015 by and between Boyd Gaming Corporation, a Nevada corporation (the Company), the Guarantors party thereto and U.S. Bank National Association, as trustee under the indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of November 10, 2010 (as amended or supplemented from time to time, the Indenture) providing for the issuance of 9-1/8% Senior Notes due 2018 (the Notes);
WHEREAS, Section 9.02 of the Indenture provides that the Company, when authorized by a resolution of its Board of Directors, and the Trustee, together with the consent of Holders of at least a majority in principal amount of the outstanding Notes, voting as a single class, may enter into a supplemental indenture for the purpose of amending or supplementing the Indenture, subject to certain exceptions specified in Section 9.02 of the Indenture;
WHEREAS, pursuant to Section 9.02 of the Indenture, the Company has requested that the Trustee join the Company and Guarantors party hereto in executing this Supplemental Indenture to eliminate certain of the covenants contained in Article 4 of the Indenture and eliminate certain of the definitions contained in Article 1 of the Indenture (collectively, the Proposed Amendments), all as contemplated in the Offer to Purchase for Cash Any and All of Its $500 Million Outstanding Principal Amount 9.125% Senior Notes Due 2018 (CUSIP No. 103304 BG5) Consent Solicitation (the Offer to Purchase) made by the Company on May 7, 2015;
WHEREAS, the Holders of at least a majority in principal amount of the outstanding Notes (excluding Notes held by the Company or a Subsidiary or affiliate of the Company as required by Section 2.09 of the Indenture), voting as a single class, have duly consented to the Proposed Amendments;
WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of the resolutions of the Companys Board of Directors authorizing the execution of this Supplemental Indenture; (ii) evidence of the consent of the Holders of Notes described in the immediately preceding clause; and (iii) an Officers Certificate and an Opinion of Counsel, each containing the information required by the Indenture; and
WHEREAS, all other acts and things necessary to make this Supplemental Indenture a valid, binding and enforceable instrument and all of the applicable conditions and requirements set forth in the Indenture have been performed and fulfilled and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provisions of the Indenture which, absent this Supplemental Indenture, might operate to limit such action, the parties have executed and delivered this Supplemental Indenture, and the Company does hereby covenant and agree with the Trustee for the benefit of the Holders, from time to time, of the Notes issued under the Indenture, as follows:
1. CAPITALIZED TERMS.
(a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(b) Any defined terms and any references thereto which are used solely in the articles or sections deleted by operation of Section 2 of this Supplemental Indenture are hereby deleted in their entireties from Article 1 of the Indenture.
2. ELIMINATION oF CERTAIN PROVISIONS oF ARTICLE 4 OF THE INDENTURE. Section 4.05 through and including Section 4.11 of the Indenture, Section 4.13 through and including Section 4.17 of the Indenture, and Section 4.20 of the Indenture are hereby deleted in their entireties together with any references thereto, direct or indirect, in the Indenture.
3. OPERATION OF PROPOSED AMENDMENTS.
Upon the execution and delivery of this Supplemental Indenture by the Trustee and the Company, the Proposed Amendments contained herein will become effective but will not become operative until after the Notes validly tendered pursuant to the Offer to Purchase prior to 5:00 p.m., New York City time on the Consent Date (as defined in the Offer to Purchase) are accepted for purchase by the Company in accordance with the terms and conditions of the Offer to Purchase.
4. CONCERNING THE TRUSTEE.
The Trustee accepts the trusts of the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Indenture, as supplemented by this Supplemental Indenture, to which the parties hereto and the Holders, from time to time, of the Notes agree and, except as expressly set forth in the Indenture, shall incur no liability or responsibility in respect thereof. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representation and shall have no responsibility as to the validity or the sufficiency of this Supplemental Indenture.
5. MISCELLANEOUS.
(a) Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
2
(b) All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
(c) This Supplemental Indenture shall be deemed to be governed by and construed in accordance with the law of the State of New York.
(d) If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included herein or in the Indenture by the Trust Indenture Act of 1939, such required provision shall control.
(e) The titles and headings of the sections of this Supplemental Indenture are for convenience only and shall not affect the construction hereof.
(f) This Supplemental Indenture may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
(g) In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby.
[Signature Page Follows]
3
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered, all as of the date first above written.
BOYD GAMING CORPORATION | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Chief Executive Officer | |||
BOYD ATLANTIC CITY, INC. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President | |||
BOYD TUNICA, INC. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President | |||
BLUE CHIP CASINO, LLC | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Manager | |||
CALIFORNIA HOTEL AND CASINO | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President |
[Signature Page to Third Supplemental Indenture]
TREASURE CHEST CASINO, L.L.C. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President, Chief Executive Officer and | |||
Manager | ||||
RED RIVER ENTERTAINMENT OF SHREVEPORT, LLC | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Manager | |||
BOYD RACING, L.L.C. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Manager | |||
PAR-A-DICE GAMING CORPORATION | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Secretary | |||
COAST CASINOS, INC. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President |
[Signature Page to Third Supplemental Indenture]
COAST HOTELS AND CASINOS, INC. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President | |||
SAM-WILL, INC. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President | |||
M.S.W., INC. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President | |||
CALIFORNIA HOTEL FINANCE CORPORATION | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President | |||
BOYD ACQUISITION, LLC | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Manager |
[Signature Page to Third Supplemental Indenture]
BOYD LOUISIANA RACING, L.L.C. | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Manager | |||
BOYD BILOXI, LLC | ||||
By: | /s/ Keith E. Smith | |||
Name: | Keith E. Smith | |||
Title: | President and Manager |
[Signature Page to Third Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||
By: |
/s/ Michael M. Hopkins | |||
Name: | Michael M. Hopkins | |||
Title: | Vice President |
[Signature Page to Third Supplemental Indenture]
Exhibit 99.1
Financial Contact:
Josh Hirsberg
(702) 792-7234
Media Contact:
David Strow
(702) 792-7386
BOYD GAMING ANNOUNCES INITIAL RESULTS OF TENDER OFFER
AND CONSENT SOLICITATION FOR ITS
9.125% SENIOR NOTES DUE 2018
- Receives Requisite Consent and Enters into Supplemental Indenture -
LAS VEGAS MAY 21, 2015 Boyd Gaming Corporation (NYSE: BYD) today announced that pursuant to the terms of its previously announced tender offer and consent solicitation for any and all of its outstanding 9.125% Senior Notes due 2018 (the Notes), holders of approximately $458.7 million aggregate principal amount of the outstanding Notes (approximately 91.7% of the outstanding Notes), have validly tendered their Notes and are deemed to have validly delivered the requisite consents for the proposed amendments to the indenture governing the Notes prior to the expiration of the consent date which was 5:00 p.m., New York City time, on May 21, 2015.
The consents received exceeded the number needed to approve the proposed amendments. The terms of the tender offer and consent solicitation are detailed in the Companys offer to purchase and consent solicitation statement, dated as of May 7, 2015. Based on the consents received, the Company, the guarantors party to the indenture governing the Notes and the trustee under the indenture governing the Notes have entered into a supplemental indenture that, among other modifications, eliminates substantially all of the restrictive covenants in the indenture. The supplemental indenture became operative on May 21, 2015, the date that the Company accepted for purchase Notes that were validly tendered, and not validly withdrawn, prior to 5:00 p.m. New York City time on the consent date. The Notes that have been accepted for purchase by the Company may no longer be withdrawn and the related consents may no longer be revoked.
The tender offer remains open and will expire at 5:00 p.m. New York City time on the expiration date, which is June 5, 2015 (or such later date if extended). Promptly following the expiration date, subject to the satisfaction of the conditions set forth in the offer to purchase and consent solicitation statement, the Company expects to accept for purchase and settle all Notes that have been validly tendered (and not validly withdrawn) after 5:00 p.m. New York City time on the consent date but prior to 5:00 p.m. New York City time on the expiration date. Holders that tender Notes after the consent date are not eligible to receive a consent payment.
The Company has engaged J.P. Morgan as the Dealer Manager and Solicitation Agent for the offer to purchase and the consent solicitation. Persons with questions regarding the offer to purchase and the consent solicitation should contact J.P. Morgan at (800) 245-8812 (toll-free) or (212) 270-1200 (collect). Requests for documents should be directed to D.F. King & Co., Inc., the Information Agent, by telephone at (866) 304-5477 (toll-free) or (212) 269-5550 (banks and brokers) or by email at [email protected]. The Depositary for the offer to purchase and the consent solicitation is U.S. Bank National Association. The Depositary can be contacted at (651) 466-6774.
This press release is for information purposes only and is not an offer to purchase, a solicitation of acceptance of the offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offer is being made pursuant to the tender offer documents, including the Offer to Purchase, which the Company is distributing to holders of Notes. The tender offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
* * *
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, without limitation, statements regarding our expectations, hopes or intentions regarding the future. These forward looking statements can often be identified by their use of words such as will, predict, continue, forecast, expect, believe, anticipate, outlook, could, target, project, intend, plan, seek, estimate, should, may and assume, as well as variations of such words and similar expressions referring to the future, and may include (without limitation) statements regarding the terms and conditions and timing of the tender offer. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. Factors that could cause actual results to differ include (without limitation) the possibility that the tender offer will not be consummated at the expected timing, on the expected terms, or at all; and the Companys financial performance. Additional factors are discussed under the heading Risk Factors in the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, and in the Companys other current and periodic reports filed from time to time with the Securities and Exchange Commission. All forward-looking statements in this document are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.
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