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): December 15, 2020
CENTURY CASINOS, INC.
(Exact Name of Registrant as specified in its charter)
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Delaware |
0-22900 |
84-1271317 |
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
of incorporation) |
File Number) |
Identification Number) |
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455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado |
80903 |
(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: |
719-527-8300 |
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 Per Share Par Value |
CNTY |
Nasdaq Capital Market, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On December 15, 2020, Century Casinos, Inc. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement, dated as of December 6, 2019 (as amended by the Letter Amendment to Commitment Letter and Credit Agreement, dated as of January 29, 2020 and the Amendment No. 2 and Waiver to Credit Agreement, dated September 30, 2020, the “Credit Agreement”), by and among the Company, as borrower, the Company’s subsidiaries party thereto, Macquarie Capital Funding LLC, as swingline lender, administrative agent and collateral agent, Macquarie Capital (USA) Inc., as sole lead arranger and sole bookrunner, and the Lenders and L/C Lenders party thereto. Among other things, the Amendment increases the “Applicable Margin” under the Credit Agreement by 1%.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File, formatted in Inline XBRL |
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.
Century Casinos, Inc.
Date: December 17, 2020
By: /s/ Margaret Stapleton
Margaret Stapleton
Chief Financial Officer
EXHIBIT 10.1
Execution Version
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of December 15, 2020 (this “Amendment”), by and among CENTURY CASINOS, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto constituting the Required Lenders and MACQUARIE CAPITAL FUNDING LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, including by that Letter Amendment to Commitment Letter and Credit Agreement, dated as of January 29, 2020, and the Amendment No. 2 and Waiver to Credit Agreenent dated September 30, 2020, the “Credit Agreement”; and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among the Borrower, the Guarantors from time to time party thereto, the lending institutions from time to time party thereto (collectively, the “Lenders”) and the Administrative Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);
WHEREAS, Section 13.04(a) of the Credit Agreement provides that the Credit Agreement may be amended, modified or waived pursuant to a written agreement by the Borrower, the Administrative Agent and the Required Lenders;
WHEREAS, the Borrower, the Administrative Agent and the Lenders (which constitute the Required Lenders) party hereto have agreed to amend certain provisions of the Credit Agreement, pursuant to Section 13.04(a) of the Credit Agreement, in certain respects as more fully described herein and all subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
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1. |
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Amendment. The Credit Agreement is, effective as of the Amendment No. 3 Effective Date (as defined below), hereby amended as follows: |
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(a) |
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Section 1.01(a) of the Credit Agreement is hereby amended by adding the following new defined terms in their correct alphabetical order: |
“Amendment No. 3” means Amendment No. 3 to this Agreement, dated as of December December 15, 2020, among the Borrower, the Guarantors party thereto, the Lender party thereto and the Administrative Agent.
“Amendment No. 3 Effective Date” has the meaning assigned thereto in Amendment No. 3.
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“(I) that constitute Term B Facility Loans, (a) from the Closing date to the Amendment No. 3 Effective Date, 5.50% per annum, with respect to LIBOR Loans and 4.50% per annum, with respect to ABR Loans and (b) on and after the Amendment No. 3 Effective Date, 6.50% per annum, with respect to LIBOR Loans and 5.50% per annum, with respect to ABR Loans”
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3. |
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Representations and Warranties. Each Credit Party hereby represents and warrants as follows as of the date hereof: |
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is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the applicable date).
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4. |
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Amendment No. 3 Effective Date Conditions. This Amendment will become effective on the date (the “Amendment No. 3 Effective Date”) on which the following conditions are satisfied or waived: |
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Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and delivered by a duly authorized officer.
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BORROWER: |
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CENTURY CASINOS, INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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SUBSIDIARY GUARANTORS: |
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CENTURY CASINOS TOLLGATE, INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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CC TOLLGATE LLC |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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WMCK VENTURE CORP. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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WMCK ACQUISITION CORP. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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[Signature Page to Amendment No. 3 to Credit Agreement]
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CENTURY CASINOS CRIPPLE CREEK, INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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CENTURY ACQ, INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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CARUTHERSVILLE TC1 CORPORATION |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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IOC-CARUTHERSVILLE, LLC |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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CAPE GIRARDEAU TC2 CORPORATION |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
[Signature Page to Amendment No. 3 to Credit Agreement]
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IOC-CAPE GIRARDEAU LLC |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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MOUNTAINEER PARK, INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Chief Financial Officer |
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CENTURY RESORTS ALBERTA INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Director |
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CENTURY MILE INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Director |
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CENTURY CASINO ST. ALBERT INC. |
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By: |
/s/ Margaret Stapleton |
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Name: Margaret Stapleton |
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Title: Director |
[Signature Page to Amendment No. 3 to Credit Agreement]
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MACQUARIE CAPITAL FUNDING LLC, as Administrative Agent, Collateral Agent and Lender |
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By: |
/s/ Lisa Grushkin |
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Name: Lisa Grushkin |
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Title: Authorized Signatory |
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By: |
/s/ Ayesha Farooqi |
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Name: Ayesha Farooqi |
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Title: Authorized Signatory |
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[Signature Page to Amendment No. 3 to Credit Agreement]