Form 8-K DOVER DOWNS GAMING & For: Sep 01

 

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): September 1, 2016

 

Dover Downs Gaming & Entertainment, Inc.

(Exact name of registrant as specified in its charter)

 

Commission File Number 1-16791

 

Delaware	51-0414140
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

 

1131 N. DuPont Highway
Dover, Delaware	19901
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code (302) 674-4600

 

N/A

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 and

Item 2.03         Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On September 1, 2016, Dover Downs Gaming and Entertainment, Inc. and its wholly owned subsidiaries Dover Downs, Inc. and Dover Downs Gaming and Management Corp. (collectively, the “Borrowers”),  modified its credit agreement dated June 17, 2011 with its bank group.  The credit facility was modified to: extend the maturity date to September 30, 2017; adjust the maximum borrowing limit to $35,000,000 as of March 31, 2017; modify the maximum leverage ratio; and delete the minimum consolidated tangible net worth requirement and the minimum consolidated earnings before interest, taxes, depreciation and amortization requirement.

 

A copy of the agreement is attached hereto as Exhibit 10.1.

 

Item 9.01         Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

10.1                        Modification and Reaffirmation Agreement between Dover Downs Gaming and Entertainment, Inc., Dover Downs, Inc. and Dover Downs Gaming and Management Corp. and Citizens Bank, National Association, as agent, dated as of September 1, 2016.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.

 

		Dover Downs Gaming & Entertainment, Inc.
		/s/ Denis McGlynn
		Denis McGlynn
		President and Chief Executive Officer
Dated:	September 1, 2016

 

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EXHIBIT INDEX

 

Exhibit
Number		Description
10.1		Modification and Reaffirmation Agreement between Dover Downs Gaming and Entertainment, Inc., Dover Downs, Inc. and Dover Downs Gaming and Management Corp. and Citizens Bank, National Association, as agent, dated as of September 1, 2016.

 

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Exhibit 10.1

 

MODIFICATION
AND REAFFIRMATION AGREEMENT

 

THIS MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of the 1st day of September, 2016, by and among DOVER DOWNS GAMING AND ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), DOVER DOWNS, INC., a Delaware corporation (“Dover Downs”), and DOVER DOWNS GAMING AND MANAGEMENT CORP., a Delaware corporation (jointly and severally with Dover Downs, the “Guarantors”), and CITIZENS BANK, NATIONAL ASSOCIATION (formerly known as RBS Citizens, National Association), as agent (“Agent”), lead arranger, cash management bank and lender (“Citizens”), PNC BANK, NATIONAL ASSOCIATION, as lender (“PNC”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as lender (“WSFS” and collectively with Citizens and PNC, the “Lenders”).

 

Background

 

A.            Borrower, Agent and Lenders are parties to a Credit Agreement dated as of June 17, 2011 (as amended, the “Credit Agreement”), which provides for a revolving line of credit to the Borrower in the original principal amount of Ninety Million Dollars ($90,000,000).  Unless otherwise defined herein, initially capitalized terms have the meanings given them in the Credit Agreement.

 

B.            At Borrower’s request and as an accommodation to it, Lenders have agreed to amend the Credit Agreement as provided in this Agreement.

 

NOW, THEREFORE, in consideration of the Credit Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound and under seal, agree as follows:

 

Section 1.  Amendment to Credit Agreement.  Upon satisfaction of the Conditions Precedent (as defined herein), the Credit Agreement shall be amended as follows:

 

A.            The defined term “Maturity Date” in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following new definition:

 

“Maturity Date” means September 30, 2017.

 

B.            Section 2.5(d) of the Credit Agreement is hereby deleted and replaced with the following new Section 2.5(d):

 

(d)           Scheduled Reduction of Commitments.  The Borrower shall reduce the total Commitments (and, if necessary, prepay Loans in accordance with Section 2.7 (Optional Prepayments) so that the total Revolving Exposures do not exceed the total Commitments) on each date set forth below to the aggregate amount set forth opposite such date:

 

Date		Total Commitments
03/31/17		$	35,000,000

 

 

C.            Section 5.2 of the Credit Agreement is hereby deleted and replaced with the following new Section 5.2:

 

5.2          Leverage Ratio

 

The Borrower will not permit the Leverage Ratio as of the last day of any quarter year to exceed 3.25:1.0.

 

D.            Section 5.3 of the Credit Agreement is hereby deleted and replaced with the following new Section 5.3:

 

5.3          Intentionally Omitted

 

E.            Section 5.4 of the Credit Agreement is hereby deleted and replaced with the following new Section 5.4:

 

5.4.         Intentionally Omitted

 

Section 2.  Conditions Precedent.  This Agreement shall become effective upon the satisfaction by Borrower, as determined by Agent, of the following conditions (collectively, the “Conditions Precedent”).

 

A.            Proper execution by the parties of this Agreement and delivery of this Agreement to Agent;

 

B.            Payment to the Agent for the benefit of the Lender Parties of a fee in the amount of $40,000 in consideration of this Agreement; and

 

C.            Payment to the Agent for its fees and expenses relating to this Agreement.

 

Section 3.  Affirmations.  Borrower and Guarantors hereby affirm the execution and delivery of each of the Loan Documents, and agree that all of the obligations and liabilities of Borrower and Guarantors under the Loan Documents continue in full force and effect.  Borrower and Guarantors hereby also affirm that all of the collateral received by Agent in connection with the Credit Agreement is intended to and does in fact secure each of the obligations of Borrower described in the Credit Agreement.

 

Section 4.  Agreements, Acknowledgments and Waivers.   Borrower and Guarantors acknowledge that the obligations set forth in each of the Loan Documents are valid, binding, and enforceable against them and are not subject to any defense, counterclaim, recoupment or offset.  In addition, Borrower and Guarantors acknowledge that (i) the execution of this Agreement, (ii) the acceptance by Agent or Lenders of any payments hereunder, or (iii) any previous or subsequent delay by Agent or Lenders in exercising any or all of its rights or remedies under the Loan Documents, either separately or in combination, shall not constitute a waiver by Agent or Lenders of any of the rights of Agent or Lenders under the Loan Documents and shall not preclude Agent or Lenders from exercising its rights thereunder or at law.  Nothing

 

 

herein shall be deemed a waiver of any of Agent’s or Lenders’ rights or remedies with respect to (i) any existing violation of any affirmative or negative pledge, covenant or warranty, (ii) any Event of Default, or (iii) any Default.

 

Section 5.  Miscellaneous.  The parties to this Agreement further agree as follows:

 

A.            Power and Authority.  The parties represent and warrant that each has the full power and authority to enter into and perform this Agreement, all of which has been duly authorized by all necessary corporate action and that this Agreement is valid, binding, and enforceable in accordance with its terms.

 

B.            References to Credit Agreement.  Any and all references to the Credit Agreement in any of the other Loan Documents shall be deemed to refer to the Credit Agreement as amended by this Agreement.

 

C.            Counterparts.  This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be an original and all of which together shall constitute one Agreement.

 

D.            Rules of Construction.  As used herein, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the singular shall include the plural and the plural the singular, and the masculine, feminine or neuter gender shall include the other genders.

 

E.            Choice of Laws.  This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware, without regard for principles of conflicts of laws.

 

F.             Acknowledgments.  Each party to this Agreement acknowledges that it has executed this Agreement voluntarily, with a full knowledge and a complete understanding of the terms and effect of this Agreement and that it has been fully advised by competent counsel as to the nature and effect of the applicable terms and provisions hereof.

 

G.            Representations and Warranties.  Borrower represents and warrants that the representations and warranties set forth in the Loan Documents remain true and accurate in all material respects as of the date of this Agreement (provided that references to December 31, 2010 in Sections 4.4(c) and 4.4(d) shall refer to June 30, 2016).

 

H.            Remaining Force and Effect.  Except as specifically amended hereby, the Credit Agreement and other Loan Documents remain in full force and effect in accordance with their terms.

 

{remainder of page intentionally left blank}

 

 

IN WITNESS WHEREOF, the undersigned have set their hands and seals or caused these presents to be executed by their proper corporate officers or authorized managers and sealed with their seal the day and year first above written.

 

	DOVER DOWNS GAMING AND ENTERTAINMENT, INC.,
	a Delaware corporation
	By:	/s/ Timothy R. Horne	(SEAL)
		Timothy R. Horne
		Chief Financial Officer
	DOVER DOWNS, INC.,
	a Delaware corporation
	By:	/s/ Timothy R. Horne	(SEAL)
		Timothy R. Horne
		Chief Financial Officer
	DOVER DOWNS GAMING AND MANAGEMENT CORP.,
	a Delaware corporation
	By:	/s/ Timothy R. Horne	(SEAL)
		Timothy R. Horne
		Chief Financial Officer
	CITIZENS BANK, NATIONAL ASSOCIATION
	By:	/s/ Edward S. Winslow	(SEAL)
		Edward S. Winslow
		Senior Vice President

 

{signatures continue on following page)

 

 

	PNC BANK, NATIONAL ASSOCIATION
	By:	/s/ C. Douglas Sawyer	(SEAL)
		Name: C. Douglas Sawyer
		Title: Senior Vice President
	WILMINGTON SAVINGS FUND SOCIETY, FSB
	By:	/s/ James A. Walls	(SEAL)
		Name: James A. Walls
		Title: Vice President — Business Banking