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 27, 2016
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:
|
¨
|
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))
|
|
Item 2.01.
|
Completion of Acquisition or Disposal of Assets.
|
On September 27, 2016, Boyd Gaming Corporation
(“Boyd”) completed its previously announced acquisition of ALST Casino Holdco, LLC (“ALST”), the holding company of Aliante Gaming, LLC (“Aliante”), the owner and operator of the Aliante Casino + Hotel + Spa,
pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 21, 2016, as amended on September 26, 2016, by and among Boyd, Boyd TCII Acquisition, LLC, a wholly-owned subsidiary of Boyd (“Merger
Sub”), and ALST. Pursuant to the Merger Agreement, Merger Sub merged (the “Merger”) with and into ALST, with ALST surviving the Merger. ALST and Aliante are now wholly-owned subsidiaries of Boyd.
Aliante is an upscale, resort-style casino and hotel situated in North Las Vegas and offering premium accommodations, gaming, dining, entertainment and
retail. Boyd acquired ALST for $400 million in cash paid at the closing, net of indebtedness and transaction expenses (for total estimated net cash consideration of $380 million).
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is filed as Exhibit 2.1 to Boyd’s Quarterly Report on
Form 10-Q
filed August 8, 2016, together with the amendment to the Merger Agreement, which is filed herewith as
Exhibit 2.2, each of which are incorporated herein in their entirety by reference.
|
Item 7.01.
|
Regulation FD Disclosure.
|
On September 27, 2016, Boyd issued a press release announcing the
closing of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of April 21, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC (incorporated by reference to Exhibit 2.1 of Boyd Gaming Corporation’s
Quarterly Report on Form 10-Q filed August 8, 2016)
|
|
|
|
|
2.2
|
|
First Amendment to Agreement and Plan of Merger, dated as of September 26, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC
|
|
|
|
|
99.1
|
|
Press Release
|
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: September 27, 2016
|
|
|
|
BOYD GAMING CORPORATION
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Josh Hirsberg
|
|
|
|
|
|
|
|
Josh Hirsberg
|
|
|
|
|
|
|
|
Executive Vice President, Chief Financial
Officer and Treasurer
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of April 21, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC (incorporated by reference to Exhibit 2.1 of Boyd Gaming Corporation’s
Quarterly Report on Form 10-Q filed August 8, 2016)
|
|
|
|
|
2.2
|
|
First Amendment to Agreement and Plan of Merger, dated as of September 26, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC
|
|
|
|
|
99.1
|
|
Press Release
|
Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This
F
IRST
A
MENDMENT
TO
A
GREEMENT
AND
P
LAN
OF
M
ERGER
(this “
Amendment
”) is entered into as of September 26, 2016, by and among Boyd Gaming Corporation, a Nevada corporation (“
Acquiror
”), Boyd TCII
Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“
Merger Sub
”), and ALST Casino Holdco, LLC, a Delaware limited liability company (the “
Company
”) for
purposes of amending that certain Agreement and Plan of Merger, dated as of April 21, 2016 (the “
Merger Agreement
”), by and among the parties to this Amendment. Capitalized terms used but not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Merger Agreement. In consideration of the foregoing and of the respective representations, warranties, covenants and agreements set forth herein, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms and conditions stated herein, the parties, intending to be legally bound hereby, agree as follows:
1.
Amendment to Section 2.3
.
Section 2.3 of the Merger Agreement is hereby amended to replace the reference in the
second to last sentence therein to “12:01 a.m. (prevailing Eastern Time)” with “3:00 A.M. (prevailing Pacific Time)”.
2.
References to the Merger Agreement.
After giving effect to this Amendment, each reference in the Merger Agreement to
“this Agreement”, “hereof”, “hereunder”, “herein” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment and all references in the Disclosure
Schedules to “the Agreement” and “the Merger Agreement” shall refer to the Merger Agreement as amended by this Amendment.
3.
Construction.
Notwithstanding anything to the contrary herein, all references in the Merger Agreement and the Schedules to
“the date hereof” and “the date of this Agreement” shall refer to April 21, 2016.
4.
Miscellaneous
.
This Amendment shall constitute a part of the Merger Agreement, and the provisions of Article XI of the Merger Agreement are hereby incorporated by reference into this Amendment mutatis mutandis. Except as otherwise set
forth in this Amendment, all of the provisions of the Merger Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
[
Signature page follows
]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each party hereto as
of the date first above written.
|
|
|
|
|
BOYD GAMING CORPORATION
|
|
|
|
|
By:
|
|
/s/ Brian A. Larson
|
|
Name:
|
|
Brian A. Larson
|
|
Title:
|
|
Executive Vice President,
Secretary and
General Counsel
|
|
|
|
BOYD TCII ACQUISITION, LLC
|
|
|
|
|
By:
|
|
/s/ Brian A. Larson
|
|
Name:
|
|
Brian A. Larson
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
ALST CASINO HOLDCO, LLC
|
|
|
|
|
By:
|
|
/s/ Soohyung Kim
|
|
Name:
|
|
Soohyung Kim
|
|
Title:
|
|
Chief Executive Officer
|
Signature Page to First Amendment
Exhibit 99.1
Financial Contact:
Josh
Hirsberg
(702) 792-7234
joshhirsberg@boydgaming.com
Media Contact:
David Strow
(702) 792-7386
davidstrow@boydgaming.com
BOYD GAMING COMPLETES ACQUISITION
OF ALIANTE CASINO HOTEL AND SPA
LAS
VEGAS – SEPTEMBER 27, 2016
— Boyd Gaming Corporation
(NYSE: BYD)
today announced that it has completed its acquisition of ALST Casino Holdco, LLC, the holding company of Aliante Casino Hotel and Spa.
Aliante is Boyd Gaming’s first casino property in North Las Vegas, Nev., and its 10
th
property in
the Las Vegas Valley. The Company now owns and operates 22 casino properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi.
“As the premier gaming asset in North Las Vegas, Aliante provides a tremendous opportunity to participate in the long-term growth of the northern part of
the Las Vegas Valley,” said Keith Smith, President and Chief Executive Officer of Boyd Gaming. “We see a bright future ahead for Aliante, and we look forward to working with its talented team members in helping the property realize its
full potential.”
About Boyd Gaming
Headquartered in Las Vegas, Boyd Gaming Corporation
(NYSE: BYD)
is a leading diversified owner and operator of 22 gaming entertainment properties located
in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi. Boyd Gaming press releases are available at
www.prnewswire.com
. Additional news and information on Boyd Gaming can be found at www.boydgaming.com.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, without limitation, statements
regarding our expectations, hopes or intentions regarding the future. These forward looking statements can often be identified by their use of words such as “will”, “predict”, “continue”, “forecast”,
“expect”, “believe”, “anticipate”, “outlook”, “could”, “target”, “project”, “intend”, “plan”, “seek”, “estimate”, “should”,
“may” and “assume”, as well as variations of such words and similar expressions referring to the future. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those
discussed in each such statement. Additional factors are discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, and in the Company’s other current and periodic reports filed from time to time with
the Securities and Exchange Commission. All forward-looking statements in this press release are made based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.
###