|
Delaware
|
|
001-32583
|
|
13-3391527
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
One Summerlin
1980 Festival Plaza Drive, Suite 680
Las Vegas, Nevada
|
|
89135
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
N/A
|
|
|
(Former name or former address,
if changed since last report)
|
|
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))
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common stock
|
|
FLL
|
|
The Nasdaq Stock Market LLC
|
|
Four Fiscal Quarters Ending
|
|
Maximum Total Leverage Ratio
|
December 31, 2018
|
|
5.25 to 1.00
|
March 31, 2019
|
|
6.00 to 1.00
|
June 30, 2019
|
|
6.00 to 1.00
|
September 30, 2019
|
|
6.00 to 1.00
|
December 31, 2019
|
|
6.00 to 1.00
|
March 31, 2020
|
|
6.00 to 1.00
|
June 30, 2020
|
|
5.75 to 1.00
|
September 30, 2020
|
|
5.75 to 1.00
|
December 31, 2020
|
|
5.50 to 1.00
|
March 31, 2021
|
|
5.50 to 1.00
|
June 30, 2021
|
|
5.25 to 1.00
|
September 30, 2021
|
|
5.25 to 1.00
|
December 31, 2021
|
|
5.00 to 1.00
|
March 31, 2022
|
|
4.75 to 1.00
|
June 30, 2022
|
|
4.75 to 1.00
|
September 30, 2022
|
|
4.75 to 1.00
|
December 31, 2022
|
|
4.75 to 1.00
|
March 31, 2023 and the last day of each fiscal quarter thereafter
|
|
4.50 to 1.00
|
(d)
|
Exhibits
|
|
|
|
No.
|
|
Description
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3*
|
|
|
|
4.4
|
|
|
|
10.1*
|
|
|
|
99.1*
|
|
|
|
Full House Resorts, Inc.
|
|
|
|
Date: May 13, 2019
|
|
/s/ Lewis A. Fanger
|
|
|
Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer
|
1.
|
Defined Terms
. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Indenture, as amended hereby.
|
2.
|
Amendments
. Company and Trustee hereby amend the Indenture as set forth below:
|
(a)
|
Subsection 3.10(a) of the Indenture is amended to read in its entirety as follows:
|
(b)
|
Subsection 4.10(g) of the Indenture is amended to read in its entirety as follows:
|
(c)
|
Section 4.41 of the Indenture is amended to read in its entirety as follows:
|
Four Fiscal Quarters Ending
|
|
Maximum Total Leverage Ratio
|
December 31, 2018
|
|
5.25 to 1.00
|
March 31, 2019
|
|
6.00 to 1.00
|
June 30, 2019
|
|
6.00 to 1.00
|
September 30, 2019
|
|
6.00 to 1.00
|
December 31, 2019
|
|
6.00 to 1.00
|
March 31, 2020
|
|
6.00 to 1.00
|
June 30, 2020
|
|
5.75 to 1.00
|
September 30, 2020
|
|
5.75 to 1.00
|
December 31, 2020
|
|
5.50 to 1.00
|
March 31, 2021
|
|
5.50 to 1.00
|
June 30, 2021
|
|
5.25 to 1.00
|
September 30, 2021
|
|
5.25 to 1.00
|
December 31, 2021
|
|
5.00 to 1.00
|
March 31, 2022
|
|
4.75 to 1.00
|
June 30, 2022
|
|
4.75 to 1.00
|
September 30, 2022
|
|
4.75 to 1.00
|
December 31, 2022
|
|
4.75 to 1.00
|
March 31, 2023 and the last day of each fiscal quarter thereafter
|
|
4.50 to 1.00
|
3.
|
Ratification
. Except as specifically amended hereby, the Indenture and the Collateral Documents shall remain in full force and effect and are hereby ratified and confirmed.
|
4.
|
Conditions Precedent
. This Amendment shall be effective upon the execution and delivery of this Amendment by all parties, together with all of the following:
|
(a)
|
The Notes Purchase Agreement shall be duly executed and delivered by each party thereto, and all conditions precedent to effectiveness of the Notes Purchase Agreement shall have been completed or waived.
|
(b)
|
The Required Noteholders shall have directed Cede & Co. to execute a Consent of Noteholder consenting to this Amendment, and Cede & Co. shall have executed such consents on behalf of the Holders.
|
(c)
|
With respect to each beneficial owner on whose behalf Cede & Co. has executed a Consent of Noteholder consenting to this Amendment, the Company shall have paid directly to such beneficial owner a consent fee in an amount equal to 0.2% of the face amount of Notes held by such Holder.
|
5.
|
Counterparts
. This Amendment may be executed in any number of counterparts, by electronic or other means, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement.
|
6.
|
Governing Law
. This Amendment shall be governed exclusively by and construed in accordance with the laws of the State of New York. Each of the Company and Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment, the Indenture, the Notes, or the transactions contemplated hereby.
|
7.
|
The Trustee
. The recitals contained herein, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Amendment. In the performance of its obligations hereunder, the Trustee shall be provided with all rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Indenture.
|
|
COMPANY
:
|
|||
|
|
|
|
|
|
|
FULL HOUSE RESORTS, INC.,
|
||
|
|
a Delaware corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
GUARANTORS
:
|
|||
|
|
|
|
|
|
|
FULL HOUSE SUBSIDIARY, INC.,
|
||
|
|
a Delaware corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FULL HOUSE SUBSIDIARY II, INC.,
|
||
|
|
a Nevada corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKMAN’S CASINO,
|
||
|
|
a Nevada corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAMING ENTERTAINMENT (INDIANA) LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
GAMING ENTERTAINMENT (NEVADA) LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SILVER SLIPPER CASINO VENTURE LLC,
|
||
|
|
a Delaware limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAMING ENTERTAINMENT (KENTUCKY) LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RICHARD & LOUISE JOHNSON, LLC,
|
||
|
|
a Kentucky limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHR-COLORADO LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHR-ATLAS LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Treasurer
|
|
|
TRUSTEE
:
|
||
|
|
|
|
|
|
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
|
||
|
|
|
|
|
|
|
By:
|
/s/ Quinton M. DePompolo
|
|
|
|
|
Name: Quinton M. DePompolo
|
|
|
|
|
Title: Banking Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLLATERAL AGENT
:
|
||
|
|
|
|
|
|
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
|
||
|
|
|
|
|
|
|
By:
|
/s/ Quinton M. DePompolo
|
|
|
|
|
Name: Quinton M. DePompolo
|
|
|
|
|
Title: Banking Officer
|
|
|
|
|
|
|
|
COMPANY
:
|
|||
|
|
|
|
|
|
|
FULL HOUSE RESORTS, INC.,
|
||
|
|
a Delaware corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
GUARANTORS
:
|
|||
|
|
|
|
|
|
|
FULL HOUSE SUBSIDIARY, INC.,
|
||
|
|
a Delaware corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FULL HOUSE SUBSIDIARY II, INC.,
|
||
|
|
a Nevada corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKMAN’S CASINO,
|
||
|
|
a Nevada corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAMING ENTERTAINMENT (INDIANA) LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
GAMING ENTERTAINMENT (NEVADA) LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SILVER SLIPPER CASINO VENTURE LLC,
|
||
|
|
a Delaware limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAMING ENTERTAINMENT (KENTUCKY) LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RICHARD & LOUISE JOHNSON, LLC,
|
||
|
|
a Kentucky limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHR-COLORADO LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHR-ATLAS LLC,
|
||
|
|
a Nevada limited liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lewis Fanger
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Treasurer
|
PURCHASERS
:
|
|
||
|
|
|
|
SAGARD CREDIT PARTNERS, LP
|
|
||
By:
|
Its general partner, Sagard Credit Partners GP, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Adam Vigna
|
|
|
|
Name: Adam Vigna
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
Signed at Toronto, Canada
|
|
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC,
|
|
||
as investment manager or adviser on behalf of certain entities as set forth in the Confidential Letter
|
|||
|
|
||
By:
|
/s/ Alfred T. Murata
|
|
|
|
Name: Alfred T. Murata
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
|
|
|
|
FULL HOUSE RESORTS, INC.
|
||
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name: Lewis Fanger
|
|
|
|
|
Title: Chief Financial Officer
|
A.
|
Consolidated Funded Indebtedness at Statement Date:
|
$
|
|
|
|
|
|
B.
|
Cash and Cash Equivalents (other than On-Site Cash and in each case free and clear of all Liens, other
|
|
|
|
than (x) nonconsensual liens provided for by Law and permitted by Section 4.10 of the Indenture,
|
|
|
|
(y) Liens permitted under Section 4.10(a) of the Indenture and (z) Liens permitted under Section 4.10(l)
|
|
|
|
of the Indenture relating to the establishment of depository relations with banks not given in connection
|
|
|
|
with the issuance of Indebtedness) at Statement Date:
|
$
|
|
|
|
|
|
C.
|
Consolidated Funded Indebtedness less Cash and Cash Equivalents at Statement Date (Line A - Line B):
|
$
|
|
|
|
|
|
D.
|
Consolidated Net Income for four consecutive fiscal quarters ending on the Statement Date (the
|
|
|
|
"Subject Period"):
|
$
|
|
|
|
|
|
|
plus,
each of the following to the extent deducted in calculating Consolidated Net Income:
|
|
|
|
|
|
|
|
1.
|
Consolidated Interest Charges:
|
$
|
|
|
|
|
|
2.
|
Provision for Federal, state, local and foreign income taxes:
|
$
|
|
|
|
|
|
3.
|
Depreciation expenses:
|
$
|
|
|
|
|
|
4.
|
Amortization expenses:
|
$
|
|
|
|
|
|
5.
|
Other non-recurring non-cash expenses reducing Consolidated Net Income which do not represent
|
|
|
|
a cash item in the Subject Period or any future period:
|
$
|
|
|
|
|
|
6.
|
Stock compensation expense:
|
$
|
|
|
|
|
|
7.
|
Non-cash warrant-related expense:
|
$
|
|
|
|
|
|
8.
|
Costs or expenses related to the consummation of the Transactions:
|
$
|
|
|
|
|
|
9.
|
Pre-opening and other non-recurring expenses incurred in connection with the construction of
|
|
|
|
the Cripple Creek Expansion Project contemplated as of the Issue Date, not to exceed $1,000,000
|
|
|
|
in the aggregate:
|
$
|
|
|
|
|
|
11.
|
Costs and expenses associated with development of the Indiana Project in an amount not to exceed
|
|
|
|
$200,000 in any fiscal year:
|
$
|
|
|
|
|
|
12.
|
Non-recurring development expenses for new initiatives in an aggregate amount not to exceed
|
|
|
|
$500,000 for the trailing four consecutive fiscal quarters:
|
$
|
|
|
|
|
|
minus,
each of the following to the extent included in calculating Consolidated Net Income:
|
|
|
|
|
|
|
|
13.
|
Federal, state, local and foreign income tax credits:
|
$
|
|
|
|
|
|
14.
|
Non-cash items increasing Consolidated Net Income:
|
$
|
|
|
|
|
|
15.
|
Interest income:
|
$
|
|
|
|
|
|
16.
|
Any exceptional, unusual or nonrecurring gains:
|
$
|
|
|
|
|
E.
|
Consolidated EBITDA (Line D + Lines 1 through 12 - Lines 13 through 16):
|
$
|
|
|
|
|
|
F.
|
Total Leverage Ratio (Line C / Line E):
|
_____ to 1
|
Maximum permitted:
|
|
|
Four Fiscal Quarters Ending
|
|
Maximum Total Leverage Ratio
|
December 31, 2018
|
|
5.25 to 1.00
|
March 31, 2019
|
|
6.00 to 1.00
|
June 30, 2019
|
|
6.00 to 1.00
|
September 30, 2019
|
|
6.00 to 1.00
|
December 31, 2019
|
|
6.00 to 1.00
|
March 31, 2020
|
|
6.00 to 1.00
|
June 30, 2020
|
|
5.75 to 1.00
|
September 30, 2020
|
|
5.75 to 1.00
|
December 31, 2020
|
|
5.50 to 1.00
|
March 31, 2021
|
|
5.50 to 1.00
|
June 30, 2021
|
|
5.25 to 1.00
|
September 30, 2021
|
|
5.25 to 1.00
|
December 31, 2021
|
|
5.00 to 1.00
|
March 31, 2022
|
|
4.75 to 1.00
|
June 30, 2022
|
|
4.75 to 1.00
|
September 30, 2022
|
|
4.75 to 1.00
|
December 31, 2022
|
|
4.75 to 1.00
|
March 31, 2023 and the last day of each fiscal quarter thereafter
|
|
4.50 to 1.00
|
1.
|
Trustee and the Noteholders will be required to obtain gaming approvals prior to exercise of remedies in gaming collateral following an Event of Default.
|
2.
|
Mississippi requires that copies of the Bond Documents, as revised by the Second Amendment to Indenture, dated as of the date hereof, by and among the Company, the Guarantors, and the Trustee (the "Second Amendment"), and this Agreement, be filed with the MGC Corporate Securities Division within 14 days of the Closing Date.
|
3.
|
Nevada Gaming Control Board Regulation 8.130 requires a report to be filed within 30 days after the end of the calendar quarter in which the Closing Date has occurred.
|
4.
|
Colorado requires that copies of the Bond Documents, as revised by the Second Amendment and this Agreement, be filed with the Colorado Division of Gaming following closing, such filing will take place within five Business Days following the Closing Date.
|
5.
|
Final ratification of an interim approval issued on May 3, 2019 of the Bond Documents, as revised by the Second Amendment and this Agreement, and the transactions contemplated thereby will have to be awarded by the Indiana Gaming Commission following the Closing Date, which ratification shall be obtained at the Indiana Gaming Commission's next scheduled business meeting presently set for May 30, 2019 (or, if no action is taken at the Indiana Gaming Commission's next scheduled business meeting, at the subsequent Indiana Gaming Commission meeting). The Company has taken all necessary steps to initiate the ratification process.
|
1.
|
Trustee and the Noteholders will be required to obtain gaming approvals prior to exercise of remedies in gaming collateral following an Event of Default.
|
2.
|
Mississippi requires that copies of the Bond Documents, as revised by the Second Amendment and this Agreement, be filed with MGC Corporate Securities Division within 14 days of Closing Date.
|
3.
|
Nevada Gaming Control Board Regulation 8.130 requires a report to be filed within 30 days after the end of the calendar quarter in which the Closing Date has occurred.
|
4.
|
Colorado requires that copies of the Bond Documents, as revised by the Second Amendment and this Agreement, be filed with the Colorado Division of Gaming following closing, such filing will take place within five Business Days following the Closing Date.
|
5.
|
Final ratification of an interim approval issued on May 3, 2019 of the Bond Documents, as revised by the Second Amendment and this Agreement, and the transactions contemplated thereby will have to be awarded by the Indiana Gaming Commission following the Closing Date, which ratification shall be obtained at the Indiana Gaming Commission's next scheduled business meeting presently set for May 30, 2019 (or, if no action is taken at the Indiana Gaming Commission's next scheduled business meeting, at the subsequent Indiana Gaming Commission meeting). The Company has taken all necessary steps to initiate the ratification process.
|
|
|
Address
|
|
Entity
|
1.
|
|
1560 and 1600 W. Williams Ave.
Fallon, NV
|
|
Stockman's Casino
|
2.
|
|
777 Rising Star Drive and 102 Industrial Access Rd.
Rising Sun, IN
|
|
Gaming Entertainment (Indiana) LLC
|
3.
|
|
Condo Pad Parcel
Yacht Club Drive
28 Harbor Circle
Phase II, Hancock County, MS
|
|
Silver Slipper Casino Venture LLC
|
4.
|
|
151 and 153 East Bennett Avenue,
Cripple Creek, CO
|
|
FHR-Colorado LLC
|
5.
|
|
173 East Bennett Avenue,
Cripple Creek, CO
|
|
FHR-Colorado LLC
|
6.
|
|
221, 233, 243, 247-249, 251 and 253 East Bennett Avenue,
Cripple Creek, CO
|
|
FHR-Colorado LLC
|
7.
|
|
260 East Warren Avenue,
Cripple Creek, CO
|
|
FHR-Colorado LLC
|
8.
|
|
The South 25 feet of Lot 8, Block 16, Fremont, now known as Cripple Creek, County of Teller, State of Colorado
|
|
FHR-Colorado LLC
|
9.
|
|
Lower River Road, Burlington, KY 41005
|
|
Richard and Louise Johnson, LLC
|
10.
|
|
n/a East Carr Avenue, Cripple Creek, CO 80813
|
|
FHR-Colorado LLC
|
11.
|
|
Lots 36-38, Block 17 Fremont, now known as Cripple Creek, County of Teller, State of CO
|
|
FHR-Colorado LLC
|
12.
|
|
Lots 5-8 and Lots 55-56, Cripple Creek First Addition, County of Teller, State of CO
|
|
FHR-Colorado LLC
|
13.
|
|
Lots 25-33, Block 9 Fremont, now known as Cripple Creek, County of Teller, State of CO
|
|
FHR-Colorado LLC
|
14.
|
|
Lots 11-16, Block 16, Fremont, now known as Cripple Creek, County of Teller, State of CO
|
|
FHR-Colorado LLC
|
15.
|
|
Lots 1-7 AND North 100 Feet of Lot 8, Block 16, Fremont, now known as Cripple Creek, County of Teller, State of CO; also commonly known as 123 N. 3rd St., Cripple Creek, County of Teller, State of CO
|
|
FHR-Colorado LLC
|
16.
|
|
Lots 8-9, Block 16 Fremont, now known as Cripple Creek, County of Teller, State of CO; also commonly known as 244 E. Carr Avenue, Cripple Creek, County of Teller, State of CO.
|
|
FHR-Colorado LLC
|
|
|
Address
|
|
Lessee
|
1.
|
|
Portion of 111 Country Club Drive Incline Village, NV
|
|
Gaming Entertainment (Nevada) LLC
|
2.
|
|
5000 South Beach Blvd. and 5061 Shipyard Rd.
Bay St. Louis, MS
|
|
Silver Slipper Casino Venture LLC
|
3.
|
|
Warehouse and Administration Building
8244 Lakeshore Road
Bay St. Louis, MS
|
|
Silver Slipper Casino Venture LLC
|
4.
|
|
Welcome Center on Highway 90 and
7431 Highway 90
Bay St. Louis, MS
|
|
Silver Slipper Casino Venture LLC
|
5.
|
|
Silver Slipper RV Park
5311 South Beach Boulevard, Bay St. Louis, MS
|
|
Silver Slipper Casino Venture LLC
|
6.
|
|
217 East Bennett, Cripple Creek, CO
|
|
FHR-Colorado LLC
|
7.
|
|
209 East Bennett, Cripple Creek, CO
|
|
FHR-Colorado LLC
|
8.
|
|
120 North 2nd Street, Cripple Creek, CO
|
|
FHR-Colorado LLC
|
9.
|
|
Lots 1 through 13, Block 17, Cripple Creek Freemont Addition, also known by Teller County Assessor's Schedule Nos. R0000312 through R0000323.
|
|
FHR-Colorado LLC
|
10.
|
|
Lots 29 through 36, Block 8, Cripple Creek Freemont Addition, also known by Teller County Assessor's Schedule Nos. R0000288, R0000289 and R0000290.
|
|
FHR-Colorado LLC
|
11.
|
|
776 Rising Star Drive Rising Sun, IN 47040
|
|
Gaming Entertainment (Indiana) LLC
|
12.
|
|
One Summerlin
1980 Festival Plaza Dr., Suite 680
Las Vegas, NV 89135
|
|
Full House Resorts, Inc.
|
13.
|
|
Lot 39R Block 16, Fremont, now known as Cripple Creek, County of Teller, State of CO; also commonly known as 279 East Bennett Avenue, Cripple Creek, CO 80813
|
|
FHR-Colorado LLC
|
|
|
Vessel
|
|
Owner
|
1.
|
|
The Rising Star Vessel (as defined in the Notes Purchase Agreement)
|
|
Gaming Entertainment (Indiana) LLC
|
1.
|
The Warrants issued pursuant to the Warrant Purchase Agreement.
|
2.
|
Full House Resorts, Inc. Annual Incentive Plan for Executives, effective as of January 1, 2017, as amended (the "Annual Incentive Plan").
|
3.
|
Full House Resorts, Inc. Equity Incentive Plan, effective as of May 5, 2015, as amended (the "Equity Incentive Plan").
|
4.
|
Those options granted by the Company to Lewis Fanger pursuant to an Employment Agreement, dated January 30, 2015.
|
5.
|
Those options granted by the Company to Daniel Lee pursuant to an Employment Agreement, dated November 28, 2014, as amended.
|
6.
|
Those options granted by the Company to Adam Campbell pursuant to an Award Agreement, dated May 12, 2015.
|
7.
|
Those options granted by the Company to Alex Stolyar pursuant to an Award Agreement, dated May 11, 2015.
|
8.
|
Those options granted by the Company to Elaine Guidroz pursuant to an Award Agreement, dated May 12, 2015.
|
9.
|
Those options granted by the Company to John Ferrucci pursuant to an Award Agreement, dated May 12, 2015.
|
10.
|
Those options granted by the Company to John H. Sheldon III pursuant to an Award Agreement, dated May 12, 2015.
|
11.
|
Those options granted by the Company to Scott Ruhl pursuant to an Award Agreement, dated May 12, 2015.
|
12.
|
Those options granted by the Company to Adam Campbell pursuant to an Award Agreement, dated June 22, 2016.
|
13.
|
Those options granted by the Company to Alex Stolyar pursuant to an Award Agreement, dated June 22, 2016.
|
14.
|
Those options granted by the Company to Daniel R. Lee pursuant to an Award Agreement, dated June 22, 2016.
|
15.
|
Those options granted by the Company to Elaine Guidroz pursuant to an Award Agreement, dated June 22, 2016.
|
16.
|
Those options granted by the Company to John Ferrucci pursuant to an Award Agreement, dated June 22, 2016.
|
17.
|
Those options granted by the Company to Lewis Fanger pursuant to an Award Agreement, dated June 22, 2016.
|
18.
|
Those options granted by the Company to Marc Murphy pursuant to an Award Agreement, dated May 23, 2016.
|
19.
|
Those options granted by the Company to Scott Ruhl pursuant to an Award Agreement, dated June 22, 2016.
|
20.
|
Those options granted by the Company to Ellis Landau pursuant to an Award Agreement, dated November 29, 2016.
|
21.
|
Those options granted by the Company to Carl Braunlich pursuant to an Award Agreement, dated November 29, 2016.
|
22.
|
Those options granted by the Company to Craig Thomas pursuant to an Award Agreement, dated November 29, 2016.
|
23.
|
Those options granted by the Company to Kenneth Adams pursuant to an Award Agreement, dated November 29, 2016.
|
24.
|
Those options granted by the Company to Bradley Tirpak pursuant to an Award Agreement, dated November 29, 2016.
|
25.
|
Those options granted by the Company to Kathleen Marshall pursuant to an Award Agreement, dated November 29, 2016.
|
26.
|
Those options granted to by the Company to W. H. Baird Garrett pursuant to an Award Agreement, dated November 29, 2016.
|
27.
|
Those options granted by the Company to Kenneth Adams pursuant to an Award Agreement, dated July 17, 2017.
|
28.
|
Those options granted by the Company to W. H. Baird Garrett pursuant to an Award Agreement, dated July 17, 2017.
|
29.
|
Those options granted by the Company to Carl Braunlich pursuant to an Award Agreement, dated July 17, 2017.
|
30.
|
Those options granted by the Company to Adam Campbell pursuant to an Award Agreement, dated July 17, 2017.
|
31.
|
Those option granted by the Company to Daniel R. Lee pursuant an Award Agreement, dated May 24, 2017.
|
32.
|
Those options granted by the Company to Benjamin Douglass pursuant to an Award Agreement, dated July 17, 2017.
|
33.
|
Those options granted by the Company to Elaine Guidroz pursuant to an Award Agreement, dated July 17, 2017.
|
34.
|
Those options granted by the Company to Lewis Fanger pursuant to an Award Agreement, dated July 17, 2017.
|
35.
|
Those options granted by the Company to John Sheldon, III pursuant to an Award Agreement, dated July 17, 2017.
|
36.
|
Those options granted by the Company to John Ferrucci pursuant to an Award Agreement, dated July 17, 2017.
|
37.
|
Those options granted by the Company to Ellis Landau pursuant to an Award Agreement, dated July 17, 2017.
|
38.
|
Those options granted by the Company to Kathleen Marshall pursuant to an Award Agreement, dated July 17, 2017.
|
39.
|
Those options granted by the Company to Marc Murphy pursuant to an Award Agreement, dated July 17, 2017.
|
40.
|
Those options granted by the Company to Scott Ruhl pursuant to an Award Agreement, dated July 17, 2017.
|
41.
|
Those options granted by the Company to Alexander Stolyar pursuant to an Award Agreement, dated July 17, 2017.
|
42.
|
Those options granted by the Company to Craig Thomas pursuant to an Award Agreement, dated July 17, 2017.
|
43.
|
Those options granted by the Company to Bradley Tirpak pursuant to an Award Agreement, dated July 17, 2017.
|
44.
|
Those options granted by the Company to Kenneth Adams pursuant to an Award Agreement, dated June 18, 2018.
|
45.
|
Those options granted by the Company to W. H. Baird Garrett pursuant to an Award Agreement, dated June 18, 2018.
|
46.
|
Those options granted by the Company to Carl Braunlich pursuant to an Award Agreement, dated June 18, 2018.
|
47.
|
Those options granted by the Company to Ellis Landau pursuant to an Award Agreement, dated June 18, 2018.
|
48.
|
Those options granted by the Company to Kathleen Marshall pursuant to an Award Agreement, dated June 18, 2018.
|
49.
|
Those options granted by the Company to Craig Thomas pursuant to an Award Agreement, dated June 18, 2018.
|
50.
|
Those options granted by the Company to Bradley Tirpak pursuant to an Award Agreement, dated June 18, 2018.
|
51.
|
Those options granted by the Company to Elaine Guidroz pursuant to an Award Agreement, dated October 1, 2018.
|
52.
|
Those options granted by the Company to Alexander Stolyar pursuant to an Award Agreement, dated October 1, 2018.
|
53.
|
Those options granted by the Company to Baxter Lee pursuant to an Award Agreement, dated April 8, 2019.
|
|
Mark
|
Owner
|
Application/
Registration No.
|
Status
|
1
|
AMERICAN PLACE
|
Full House Resorts, Inc.
|
86714046
|
Pending
|
2
|
FULL HOUSE RESORT AND CASINO
|
Full House Resorts, Inc.
|
3680085
|
Registered
|
3
|
FULL HOUSE RESORTS
|
Full House Resorts, Inc.
|
3250160
|
Registered
|
4
|
FULL HOUSE RESORTS and Design
|
Full House Resorts, Inc.
|
3250177
|
Registered
|
5
|
FULL HOUSE RESORTS (and Design)
|
Full House Resorts, Inc.
|
5555846
|
Registered
|
6
|
GRAND LODGE CASINO and Design
|
Gaming Entertainment (Nevada) LLC
|
3760969
|
Registered
|
7
|
PLAYERS ADVANTAGE CLUB
|
Gaming Entertainment (Nevada) LLC
|
2639239
|
Registered
|
8
|
RISING STAR CASINO RESORT and Design
|
Full House Resorts, Inc.
|
4313520
|
Registered
|
9
|
RISING STAR CASINO RESORT
|
Full House Resorts, Inc.
|
4296062
|
Registered
|
10
|
RISING STAR REWARDS and Design
|
Full House Resorts, Inc.
|
4177845
|
Registered
|
11
|
RISING STAR REWARDS
|
Full House Resorts, Inc.
|
4090079
|
Registered
|
12
|
STOCKMAN’S CASINO
|
Full House Resorts, Inc.
|
4494260
|
Registered
|
13
|
THE LODGE AT RISING STAR CASINO
|
Full House Resorts, Inc.
|
4966002
|
Registered
|
14
|
THE LODGE AT RISING STAR CASINO and Design
|
Full House Resorts, Inc.
|
4966001
|
Registered
|
15
|
Christmas Casino
|
Full House Resorts, Inc.
|
5130618
|
Registered
|
16
|
CRIPPLE CREEK CHRISTMAS CASINO
|
Full House Resorts, Inc.
|
87749537
|
Pending
|
17
|
CRIPPLE CREEK CHRISTMAS CASINO & INN
|
Full House Resorts, Inc.
|
87749545
|
Pending
|
18
|
CRIPPLE CREEK CHRISTMAS INN
|
Full House Resorts, Inc.
|
87749541
|
Pending
|
19
|
Crippled Cow Logo DESIGN ONLY
|
Full House Resorts, Inc.
|
5604445
|
Registered
|
20
|
QUEEN CITY MARKET and Design
|
Gaming Entertainment (Indiana) LLC
|
3862067
|
Registered
|
21
|
STOCKMAN’S CASINO and design
|
Full House Resorts, Inc.
|
5287710
|
Registered
|
22
|
The Crippled Cow
|
Full House Resorts, Inc.
|
5325829
|
Registered
|
23
|
9,494 Lounge
|
Full House Resorts, Inc.
|
87691610
|
Pending
|
24
|
MS. LUCKY LADY
|
Gaming Entertainment (Kentucky) LLC
|
88093479
|
Pending
|
25
|
A TRUE COLORADO STYLE CASINO
|
FHR-Colorado LLC
|
20121212537 (State of Colorado)
|
Registered
|
26
|
BILLY’S CASINO
|
FHR-Colorado LLC
|
20141567981 (State of Colorado)
|
Registered
|
27
|
BILLY’S CASINO
|
Full House Resorts, Inc.
|
5550851
|
Registered
|
28
|
BRONCO BILLY’S A TRUE COLORADO CASINO & HOTEL
|
FHR-Colorado LLC
|
20151582869 (State of Colorado)
|
Registered
|
29
|
BRONCO BILLY’S CASINO
|
FHR-Colorado LLC
|
20121155619 (State of Colorado)
|
Registered
|
|
Mark
|
Owner
|
Application/
Registration No.
|
Status
|
30
|
BRONCO BILLY’S
|
Full House Resorts, Inc.
|
8777991
|
Suspended pending outcome of cancellation
|
31
|
BUFFALO BILLY’S CASINO
|
FHR-Colorado LLC
|
20151582645 (State of Colorado)
|
Registered
|
32
|
BUFFALO'S CASINO
1
|
Full House Resorts, Inc.
|
87778033
|
Pending
|
33
|
COLORADO’S BEST BET
|
FHR-Colorado LLC
|
19921047268 (State of Colorado)
|
Registered
|
34
|
CRIPPLE CREEK’S LUCKY CASINO
|
FHR-Colorado LLC
|
20151559246 (State of Colorado)
|
Registered
|
35
|
CHRISTMAS CASINO & INN BY BRONCO BILLY'S
|
Full House Resorts, Inc.
|
88093608
|
Pending
|
36
|
LA POSADA DEL LLANO HORSE RACING CASINO RESORT (and design)
|
Full House Resorts, Inc.
|
88094023
|
Pending
|
37
|
LA POSADA DEL LLANO
|
Full House Resorts, Inc.
|
88082068
|
Pending
|
38
|
MOVING GRANDSTAND
|
Full House Resorts, Inc.
|
88082062
|
Pending
|
39
|
RUDY'S DINER (and Design)
|
Full House Resorts, Inc.
|
88132306
|
Pending
|
Domain Name
2
|
Registrant
|
fullhouseresorts.com
|
Full House Resorts, Inc.
|
grandlodgecasino.com
|
Gaming Entertainment (Nevada), LLC
|
risingstarcasino.com
|
Full House Resorts, Inc.
|
risingstarrvpark.com
|
Full House Resorts, Inc.
|
risingstarcasinorvpark.com
|
Full House Resorts, Inc.
|
thechristmascasino.com
|
Full House Resorts, Inc.
|
thechristmascasino.net
|
Full House Resorts, Inc.
|
risingstarferry.com
|
Full House Resorts, Inc.
|
ferry.us
|
Full House Resorts, Inc.
|
stockmanscasino.com
|
Stockman’s Casino
|
broncobillyscasino.com
|
FHR-Colorado LLC
|
broncobillys.biz
|
Full House Resorts, Inc.
|
cripplecreekchristmas.com
|
Full House Resorts, Inc.
|
americanplace.us
|
Full House Resorts, Inc.
|
americanplaceindianapolis.com
|
Full House Resorts, Inc.
|
americanplaceindy.com
|
Full House Resorts, Inc.
|
laposadadelllano.com
|
Full House Resorts, Inc.
|
laposadanewmexico.com
|
Full House Resorts, Inc.
|
laposadacasino.com
|
Full House Resorts, Inc.
|
silverslipper-ms.com*
|
Silver Slipper Casino Venture LLC
|
silverslippersports.com*
|
Silver Slipper Casino Venture LLC
|
silverslipperfantasysports.com*
|
Silver Slipper Casino Venture LLC
|
ssbelarc.com*
|
Silver Slipper Casino Venture LLC
|
Silverslipperfullhouse.com*
|
Silver Slipper Casino Venture LLC
|
Silverslippercasinohotel.com*
|
Silver Slipper Casino Venture LLC
|
SS_EMS.com*
|
Silver Slipper Casino Venture LLC
|
ChristmasCasinoandInn.com
|
Full House Resorts, Inc.
|
BroncoBillysChristmas.com
|
Full House Resorts, Inc.
|
ChristmasCasinoandInnByBroncoBillys.com
|
Full House Resorts, Inc.
|
|
Name
|
Jurisdiction of Organization
|
Class of Equity Security
|
Certificated (Yes/No)
|
Certificate Number
|
Equity Securities Outstanding
|
Percentage Owned by
Borrower
|
Ownership
|
|
1
|
|
Full House Subsidiary, Inc.
|
Delaware
|
Common Stock
|
Yes
|
No. 1
|
100
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
2
|
|
Full House Subsidiary II, Inc.
|
Nevada
|
Common Stock
|
Yes
|
No. 1
|
100
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
3
|
|
Gaming Entertainment
(Nevada) LLC
|
Nevada
|
Membership
Interests
|
No
|
N/A
|
N/A
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
4
|
|
Gaming Entertainment (Indiana) LLC
|
Nevada
|
Membership
Interests
|
No
|
N/A
|
1,000
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
5
|
|
Stockman’s Casino
|
Nevada
|
Common Stock
|
Yes
|
No. 5
|
1,000
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
6
|
|
Silver Slipper Casino Venture LLC
|
Delaware
|
Membership
Interests
|
Yes
|
N/A
|
1,000
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
7
|
|
Gaming Entertainment
(Kentucky) LLC
|
Nevada
|
Membership
Interests
|
No
|
N/A
|
N/A
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
8
|
|
Richard and Louise Johnson, LLC
|
Kentucky
|
Membership
Interests
|
No
|
N/A
|
N/A
|
100%
|
Wholly Owned by Full House Resorts, Inc.
|
9
|
|
FHR-Colorado LLC
|
Nevada
|
Membership Interests
|
No
|
N/A
|
N/A
|
100%
|
Wholly Owned by Full House Subsidiary, Inc.
|
10
|
|
FHR-Atlas LLC
|
Nevada
|
Membership Interests
|
No
|
N/A
|
N/A
|
100%
|
Wholly Owned by Full House Subsidiary, Inc.
|