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): October 28, 2016
____________________________________________________________________ 

LOGOA05A01A03.JPG

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
(Registrant’s 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:
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.

On October 28, 2016, Boyd Gaming Corporation, Cannery Casino Resorts, LLC, The Cannery Hotel and Casino, LLC and Nevada Palace, LLC entered into an amendment (the “Amendment”) to the Membership Interest Purchase Agreement, dated April 25, 2016 (the “Purchase Agreement”), to extend the outside date for the Closing (as defined in the Purchase Agreement) from October 31, 2016 to December 31, 2016.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
 
Description
 
 
 
10.1
 
First Amendment to Membership Interest Purchase Agreement, dated October 28, 2016, by and among Boyd Gaming Corporation, Cannery Casino Resorts, LLC, the Cannery Hotel and Casino, LLC, and Nevada Palace, LLC.







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:
November 3, 2016
Boyd Gaming Corporation
 
 
 
 
By:
/s/ Anthony D. McDuffie
 
 
Anthony D. McDuffie
 
 
Vice President and Chief Accounting Officer





EXHIBIT INDEX

Exhibit Number
 
Description
 
 
 
10.1
 
First Amendment to Membership Interest Purchase Agreement, dated October 28, 2016, by and among Boyd Gaming Corporation, Cannery Casino Resorts, LLC, the Cannery Hotel and Casino, LLC, and Nevada Palace, LLC.






Exhibit 10.1


FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

This FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Amendment ”), dated as of October 28, 2016, is entered into by and among Boyd Gaming Corporation, a Nevada corporation (“ Buyer ”), Cannery Casino Resorts, LLC, a Nevada limited liability company (“ Seller ”), The Cannery Hotel and Casino, LLC, a Nevada limited liability company (“ Cannery ”), and Nevada Palace, LLC, a Nevada limited liability company (“ Eastside ”, and together with Cannery, each a “ Company ” and together the “ Companies ”).

WHEREAS, the parties hereto entered into that certain Membership Interest Purchase Agreement, dated as of April 25, 2016 (the “ MIPA ”);

WHEREAS, the parties hereto desire to amend the outside date for the Closing referenced in Section 10.01(b) and Section 10.01(c) of the MIPA; and

WHEREAS, pursuant to Section 12.11 of the MIPA, any amendment to the MIPA must be in writing and signed on behalf of each of Buyer, Seller and the Companies.

NOW, THEREFORE, in consideration of the acknowledgements, covenants and agreements of Buyer, Seller and the Companies set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto under the MIPA.

2. The reference to the date “October 31, 2016” in each of Section 10.01(b) and Section 10.01(c) of the MIPA is hereby deleted and replaced with “December 31, 2016”.

3. Each of Seller, Cannery and Eastside acknowledges and agrees that Buyer has performed and satisfied all of its covenants and obligations under Section 8.04 of the MIPA through and as of the date of this Amendment. Buyer acknowledges and agrees that each of Seller, Cannery and Eastside has performed and satisfied all of its covenants and obligations under Section 8.04 of the MIPA through and as of the date of this Amendment.

Nothing in this Amendment shall be interpreted as an amendment to any other requirements specified in the MIPA and the MIPA, as amended, hereby, shall remain in full force and effect immediately after the execution hereof. The validity, performance, construction and effect of this Amendment, and all matters arising out of or relating to this Amendment, shall be governed by the laws of the State of New York, without giving effect to principles of conflict of Laws. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or other electronically transmitted signatures shall be as effective as original signatures.

[Remainder of Page Left Intentionally Blank]





IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first written above.


BUYER
 
SELLER
 
 
 
BOYD GAMING CORPORATION, a Nevada corporation
 
CANNERY CASION RESORTS, LLC, a Nevada limited liability company
 
 
 
 
 
 
By: /s/ Brian A. Larson
 
By: /s/ Tom Lettero
Name: Brian A. Larson
 
Name: Tom Lettero
Title: EVP, Secretary & General Counsel
 
Title: President & CFO
 
 
 
 
 
 
CANNERY
 
EASTSIDE
 
 
 
The Cannery Hotel and Casino, LLC, a Nevada limited liability company
 
Nevada Palace, LLC, a Nevada limited liability company
 
 
 
 
 
 
By: /s/ William Paulos
 
By: /s/ William Paulos
Name: William Paulos
 
Name: William Paulos
Title: Manager
 
Title: Manager
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 







[Signature Page to First Amendment to MIPA]