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): March 7, 2017
____________________________________________________________________
Boyd Gaming Corporation
(Exact Name of Registrant as Specified in its Charter)
____________________________________________________________________
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Nevada
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001-12882
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88-0242733
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 7, 2017, Boyd Gaming Corporation (the “Company”), certain of its subsidiaries and the trustee to the Notes (as defined below) entered into a (i) third supplemental indenture to the indenture governing the Company’s 6.875% Senior Notes due 2023 (the “2023 Notes”) and (ii) second supplemental indenture to the indenture governing the Company’s 6.375% Senior Notes due 2026 (the “2026 Notes” and, together with the 2023 Notes, the “Notes”). The supplemental indentures were entered into to add the following subsidiaries as guarantors to the Notes: ALST Casino Holdco LLC, Aliante Gaming, LLC, The Cannery Hotel and Casino, LLC, and Nevada Palace, LLC (the “Designated Subsidiaries”).
The foregoing description of the supplemental indentures is qualified in its entirety by reference to the terms of such supplemental indentures, which are attached hereto as Exhibit 4.1, with respect to the supplemental indenture to the 2023 Notes, and Exhibit 4.2, with respect to the supplemental indenture to the 2026 Notes, and incorporated herein by reference.
The indenture and the first supplemental indenture governing the 2023 Notes, which describe the terms of such notes, were included as Exhibits 4.1 and 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2015, and the indenture governing the 2026 Notes, which describes the terms of such notes, was included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2016. The second supplemental indenture governing the 2023 Notes and the first supplemental indenture governing the 2026 Notes were included as Exhibits 4.1 and 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2016.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 hereto is incorporated by reference herein.
On March 7, 2017, concurrent with the execution of the supplemental indentures described in Item 1.01 hereto, the Designated Subsidiaries executed collateral documents to become subsidiary guarantors with respect to the obligations of the Company set forth in the Third Amended and Restated Credit Agreement, dated August 14, 2013, among the Company, certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender (the “Credit Agreement”), as amended by Amendment No. 1 and Joinder Agreement, dated September 15, 2016 (the “Amendment”).
The Credit Agreement was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2013 and the Amendment was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2016.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Description
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4.1
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Third Supplemental Indenture dated March 7, 2017 governing the Company’s 6.875% senior notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
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4.2
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Second Supplemental Indenture dated March 7, 2017 governing the Company’s 6.375% senior notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
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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.
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Date:
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March 10, 2017
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Boyd Gaming Corporation
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By:
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/s/ Anthony D. McDuffie
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Anthony D. McDuffie
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Vice President and Chief Accounting Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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4.1
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Third Supplemental Indenture dated March 7, 2017 governing the Company’s 6.875% senior notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
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4.2
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Second Supplemental Indenture dated March 7, 2017 governing the Company’s 6.375% senior notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
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Exhibit 4.1
THIRD SUPPLEMENTAL INDENTURE
Dated as of March 7, 2017
to
INDENTURE
Dated as of May 21, 2015
among
BOYD GAMING CORPORATION, as Issuer,
the Guarantors named therein, as Guarantors,
and
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
6.875% Senior Notes due 2023
THIRD SUPPLEMENTAL INDENTURE, dated as of March 7, 2017 (this “
Supplemental Indenture
”), among Boyd Gaming Corporation, a Nevada corporation (the “
Issuer
”), the Guarantors named on the signature pages hereto (the “
Guarantors
”), the Additional Guarantors named on the signature pages hereto (the “
Additional Guarantors
”), and Wilmington Trust, National Association, as trustee (the “
Trustee
”).
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of May 21, 2015 (the “
Indenture
”), a First Supplemental Indenture (as amended by the Second Supplemental Indenture hereinafter defined, the “
First Supplemental Indenture
”) dated as of May 21, 2015, and a Second Supplemental Indenture (the “
Second Supplemental Indenture
”) dated as of December 15, 2016 providing for the issuance of the Company’s 6.875% Senior Notes due 2023 (the “
Notes
”); and
WHEREAS, subsequent to the execution of the Second Supplemental Indenture, the First Supplemental Indenture and the issuance of the Notes, the Additional Guarantors have become guarantors under the Credit Agreement; and
WHEREAS, pursuant to and as contemplated by Sections 4.09 and 9.01 of the First Supplemental Indenture, the parties hereto desire to execute and deliver this Supplemental Indenture for the purpose of providing for each Additional Guarantor to expressly assume all the obligations of a Guarantor under the Notes and the First Supplemental Indenture;
NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Notes, as follows:
I.
ASSUMPTION OF GUARANTEES
Each Additional Guarantor, as provided by Section 4.09 of the First Supplemental Indenture, jointly and severally, hereby unconditionally expressly assumes all of the obligations of a Guarantor under the Notes and the First Supplemental Indenture to the fullest as set forth in Article 10 of the First Supplemental Indenture; and each Additional Guarantor may expressly exercise every right and power, and shall have every obligation, of a Guarantor under the First Supplemental Indenture with the same effect as if it had been named a Guarantor therein.
II.
MISCELLANEOUS PROVISIONS
A.
Terms Defined
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For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the First Supplemental Indenture have the meanings specified in the First Supplemental Indenture.
B.
Indenture
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Except as amended hereby, the Second Supplemental Indenture, the First Supplemental Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect.
C.
Governing Law
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THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
D.
Successors
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All agreements of the Company, the Guarantors and the Additional Guarantors in this Supplemental Indenture, the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
E.
Duplicate Originals
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The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
F.
Trustee Disclaimer
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The Trustee is not responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein.
[signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
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ISSUER:
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BOYD GAMING CORPORATION
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By: /s/ Brian A. Larson
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Name: Brian A. Larson
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Title: Executive Vice President, Secretary and General Counsel
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EXISTING GUARANTORS:
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BOYD ATLANTIC CITY, INC.
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BOYD TUNICA, INC.
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BLUE CHIP CASINO, LLC
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CALIFORNIA HOTEL AND CASINO
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TREASURE CHEST CASINO, L.L.C.
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RED RIVER ENTERTAINMENT OF SHREVEPORT, L.L.C.
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BOYD RACING, L.L.C.
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PAR-A-DICE GAMING CORPORATION
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COAST CASINOS, INC.
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COAST HOTELS AND CASINOS, INC.
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SAM-WILL, INC.
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M.S.W., INC.
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CALIFORNIA HOTEL FINANCE CORPORATION
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BOYD ACQUISITION, LLC
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BOYD LOUISIANA RACING, L.L.C.
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BOYD BILOXI, LLC
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BOYD ACQUISITION I, LLC
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BOYD ACQUISITION II, LLC
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PENINSULA GAMING, LLC
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BELLE OF ORLEANS, L.L.C.
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DIAMOND JO, LLC
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DIAMOND JO WORTH, LLC
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KANSAS STAR CASINO, LLC
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THE OLD EVANGELINE DOWNS, L.L.C.
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By: /s/ Brian A. Larson
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Name: Brian A. Larson
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Title: Secretary or Assistant Secretary of each Guarantor listed above
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ADDITIONAL GUARANTORS:
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ALST CASINO HOLDCO LLC
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ALIANTE GAMING, LLC
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THE CANNERY HOTEL AND CASINO, LLC
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NEVADA PALACE, LLC
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By: /s/ Brian A. Larson
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Name: Brian A. Larson
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Title: Executive Vice President and Secretary
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TRUSTEE:
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WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
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By: /s/ Shawn Goffinet
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Name: Shawn Goffinet
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Title: Assistant Vice President
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Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
Dated as of March 7, 2017
to
INDENTURE
Dated as of March 28, 2016
among
BOYD GAMING CORPORATION, as Issuer,
the Guarantors named therein, as Guarantors,
and
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
6.375% Senior Notes due 2026
SECOND SUPPLEMENTAL INDENTURE, dated as of March 7, 2017 (this “
Supplemental Indenture
”), among Boyd Gaming Corporation, a Nevada corporation (the “
Issuer
”), the Guarantors named on the signature pages hereto (the “
Guarantors
”), the Additional Guarantors named on the signature pages hereto (the “
Additional Guarantors
”), and Wilmington Trust, National Association, as trustee (the “
Trustee
”).
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended by the First Supplemental Indenture hereinafter defined, the “
Indenture
”), dated as of March 28, 2016, and a First Supplemental Indenture (the “
First Supplemental Indenture
”), dated as of December 16, 2016, providing for the issuance of the Company’s 6.375% Senior Notes due 2026 (the “
Notes
”); and
WHEREAS, subsequent to the execution of the First Supplemental Indenture, the Indenture and the issuance of the Notes, the Additional Guarantors have become guarantors under the Credit Agreement; and
WHEREAS, pursuant to and as contemplated by Sections 4.09 and 9.01 of the Indenture, the parties hereto desire to execute and deliver this Supplemental Indenture for the purpose of providing for each Additional Guarantor to expressly assume all the obligations of a Guarantor under the Notes and the Indenture;
NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Notes, as follows:
I.
ASSUMPTION OF GUARANTEES
Each Additional Guarantor, as provided by Section 4.09 of the Indenture, jointly and severally, hereby unconditionally expressly assumes all of the obligations of a Guarantor under the Notes and the Indenture to the fullest as set forth in Article 10 of the Indenture; and each Additional Guarantor may expressly exercise every right and power, and shall have every obligation, of a Guarantor under the Indenture with the same effect as if it had been named a Guarantor therein.
II.
MISCELLANEOUS PROVISIONS
A.
Terms Defined
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For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
B.
Indenture
.
Except as amended hereby, the First Supplemental Indenture, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect.
C.
Governing Law
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THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
D.
Successors
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All agreements of the Company, the Guarantors and the Additional Guarantors in this Supplemental Indenture, the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
E.
Duplicate Originals
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The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
F.
Trustee Disclaimer
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The Trustee is not responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein.
[signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
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ISSUER:
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BOYD GAMING CORPORATION
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By: /s/ Brian A. Larson
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Name: Brian A. Larson
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Title: Executive Vice President, Secretary and General Counsel
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EXISTING GUARANTORS:
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BOYD ATLANTIC CITY, INC.
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BOYD TUNICA, INC.
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BLUE CHIP CASINO, LLC
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CALIFORNIA HOTEL AND CASINO
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TREASURE CHEST CASINO, L.L.C.
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RED RIVER ENTERTAINMENT OF SHREVEPORT, L.L.C.
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BOYD RACING, L.L.C.
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PAR-A-DICE GAMING CORPORATION
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COAST CASINOS, INC.
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COAST HOTELS AND CASINOS, INC.
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SAM-WILL, INC.
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M.S.W., INC.
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CALIFORNIA HOTEL FINANCE CORPORATION
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BOYD ACQUISITION, LLC
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BOYD LOUISIANA RACING, L.L.C.
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BOYD BILOXI, LLC
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BOYD ACQUISITION I, LLC
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BOYD ACQUISITION II, LLC
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PENINSULA GAMING, LLC
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BELLE OF ORLEANS, L.L.C.
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DIAMOND JO, LLC
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DIAMOND JO WORTH, LLC
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KANSAS STAR CASINO, LLC
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THE OLD EVANGELINE DOWNS, L.L.C.
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By: /s/ Brian A. Larson
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Name: Brian A. Larson
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Title: Secretary or Assistant Secretary of each Guarantor listed above
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ADDITIONAL GUARANTORS:
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ALST CASINO HOLDCO LLC
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ALIANTE GAMING, LLC
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THE CANNERY HOTEL AND CASINO, LLC
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NEVADA PALACE, LLC
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By: /s/ Brian A. Larson
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Name: Brian A. Larson
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Title: Executive Vice President and Secretary
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TRUSTEE:
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WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
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By: /s/ Shawn Goffinet
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Name: Shawn Goffinet
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Title: Assistant Vice President
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