BOYD GAMING CORP (Form: 8-K, Received: 05/26/2021 06:04:09)

Date: May 25, 2021

Boyd Gaming Corporation

/s/ Anthony D. McDuffie

Anthony D. McDuffie

Vice President and Chief Accounting Officer

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): May 25, 2021

LOGO

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)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	BYD	New York Stock Exchange

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))

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 May 25, 2021, the Company entered into that certain Amendment No. 5 (the “Amendment”) among the Company, certain direct and indirect subsidiary guarantors of the Company (the “Guarantors”), Bank of America, N.A., as administrative agent, and certain other financial institutions party thereto as lenders. The Amendment modifies that certain Third Amended and Restated Credit Agreement (as amended prior to the execution of the Amendment, the “Existing Credit Agreement,” and as amended by the Amendment, the “Credit Agreement”), dated as of August 14, 2013, among the Company, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swing line lender, and certain other financial institutions party thereto as lenders.

The Amendment modifies the Existing Credit Agreement to remove certain of the limitations imposed during the covenant relief period by a prior amendment on (i) the Company’s ability to refinance debt previously incurred under the ratio debt basket and (ii) the Company’s ability to repay junior secured or unsecured indebtedness, such that, during the covenant relief period, subject to certain limitations, including the achievement of a total net leverage ratio of 5.50 to 1.00 on a pro forma basis, the absence of events of default, pro forma compliance with financial covenants (to the extent applicable during the covenant relief period), the use of no more than $200 million of proceeds of borrowings under the revolving credit facility under the Credit Agreement for such purpose and no use of any cash or cash equivalents held in casino cages for such purpose, the Company may repay junior secured or unsecured indebtedness with cash on hand and borrowings under such revolving credit facility.

A copy of the Amendment is attached as Exhibit 10.1 hereto and incorporated herein by reference. 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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 hereto is incorporated herein by reference.

Item 8.01. Other Events.

On May 25, 2021, Boyd Gaming Corporation (the “Company”) announced the pricing of $900,000,000 aggregate principal amount of 4.750% senior notes due 2031 (the “Notes”) in a private placement transaction (the “Notes Offering”). The Company’s press release announcing the pricing is attached as Exhibit 99.1 and is incorporated herein by reference.

The Company intends to use a portion of the proceeds from the Notes Offering to finance the redemption (the “6.375% Notes Redemption”) of all of its outstanding 6.375% senior notes due 2026 (the “Existing 6.375% Notes”). Concurrent with the Notes Offering, the Company also intends to redeem (the “6.000% Notes Redemption”) all of its outstanding 6.000% senior notes due 2026 (the “Existing 6.000% Notes”) using a combination of a portion of the proceeds from the Notes Offering and cash on hand. The Company plans to use a combination of a portion of the proceeds from the Notes Offering and borrowings under its revolving credit facility to pay the redemption premiums, accrued and unpaid interest, fees (including the initial purchasers’ fees), expenses and commissions related to the Notes Offering and the redemptions. Nothing in this Current Report should be construed as an offer to purchase, notice of redemption or a solicitation of an offer to purchase any of the Existing 6.375% Notes and/or any of the Existing 6.000% Notes, and the closing of Notes Offering is not conditioned on the redemption of the Existing 6.375% Notes and/or the Existing 6.000% Notes. However, each of the 6.375% Notes Redemption and the 6.000% Notes Redemption is expected to be conditioned on the consummation of the Notes Offering. In addition, the consummation of the 6.375% Notes Redemption is not conditioned on the consummation of the 6.000% Notes Redemption, and the 6.000% Notes Redemption is not conditioned on the consummation of the 6.375% Notes Redemption, and we may decide to consummate one of the contemplated note redemptions without also pursuing the other.

The Notes being offered have not been registered under the Securities Act, or applicable state securities laws or blue sky laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from such registration requirements. This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		Amendment No. 5, dated as of May 25, 2021, among the Company, the Guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association as swing line lender, and certain other financial institutions party thereto as lenders.

99.1		Press Release, dated May 25, 2021, announcing the pricing of the Notes Offering.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

This Current Report on Form 8-K and the exhibits incorporated by reference herein contain 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, and may include (without limitation) statements regarding the terms and conditions and timing of the Notes Offering. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. Factors that could cause actual results to differ include (without limitation) the possibility that the Notes Offering will not be consummated at the expected time, on the expected terms, or at all; and the Company’s financial performance. Additional factors are discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021 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 document 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.

The information furnished pursuant to Item 8.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Section 11 of the Securities Act and shall not be otherwise subject to the liabilities of those sections. This Current Report will not be deemed an admission by the Company as to the materiality of any information in this Current Report that is required to be disclosed solely by Item 8.01. The Company does not undertake a duty to update the information in this Current Report and cautions that the information included in this Current Report under Item 8.01 is current only as of the date hereof and may change thereafter.

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.

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 5

This AMENDMENT NO. 5, dated as of May 25, 2021 (this “Amendment”), by and among Boyd Gaming Corporation, a Nevada corporation (the “Borrower”), each Lender party hereto, and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for (and on behalf of) the Lenders under the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

RECITALS:

WHEREAS, reference is hereby made to that certain Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (as amended or modified by that certain Amendment No. 1 and Joinder Agreement, dated as of September 15, 2016, that certain Amendment No. 2 and Refinancing Amendment, dated as of March 29, 2017, that certain Joinder Agreement, dated as of August 2, 2018, that certain Amendment No. 3, dated as of May 8, 2020 (“Amendment No. 3”), that certain Amendment No. 4, dated as of August 6, 2020, and as it may be amended, restated, replaced, supplemented or otherwise modified and in effect immediately prior to giving effect to this Amendment, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time, the Administrative Agent, the L/C Issuer, the Swing Line Lender and the other parties party thereto; and

WHEREAS, (a) in connection with the COVID-19 pandemic, pursuant to Amendment No. 3, the Borrower was granted temporary relief from compliance with certain financial covenants under Section 7.10 of the Credit Agreement so long as it complied with the Covenant Relief Period Conditions, (b) the Borrower has requested that Lenders comprising the Required Covenant Lenders agree, subject to the conditions and on the terms set forth in this Amendment, to amend the Covenant Relief Period Conditions, and (c) each Lender (each a “Consenting Lender”) that has executed and delivered a consenting lender agreement in substantially the form attached as Annex A hereto (a “Consenting Lender Agreement”) has consented to such amendments, and such Consenting Lenders comprise Required Covenant Lenders.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1. Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, Section 1.01 of the Credit Agreement is hereby amended as follows:

(a) Clause (h) of the definition of “Covenant Relief Period Conditions” is amended and restated in its entirety as follows:

“(h) The Borrower shall not incur, or permit any Restricted Subsidiary to incur any Indebtedness under Section 7.03(g)(A) during the Covenant Relief Period.”

(b) Clause (l) of the definition of “Covenant Relief Period Conditions” is amended and restated in its entirety as follows:

“(l) The Borrower shall not make, and shall not permit any Restricted Subsidiary to make, any Junior Prepayments pursuant to Sections 7.12(h) and 7.12(i) during the Covenant Relief Period; provided that, from and after the Amendment No. 5 Effective Date through and including the date on which the Borrower is required to deliver the Compliance Certificate for the fiscal quarter ending June 30, 2021, the Borrower and the Restricted Subsidiaries may make Junior Prepayments otherwise permitted by Sections 7.12(h) and/or 7.12(i) so long as (i) immediately after giving effect to any such Junior Prepayment, the Total Leverage Ratio on a Pro Forma Basis as of the last day of the Test Period most recently ended prior to such Junior Prepayment

does not exceed 5.50 to 1.00, (ii) immediately before and after giving effect thereto, no Event of Default has occurred and is continuing, (iii) substantially contemporaneously with each such Junior Prepayment, the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer demonstrating compliance with the foregoing clauses (i) and (ii) and (iii) such Junior Prepayments shall not be financed with (i) the proceeds of long-term Indebtedness other than up to $200.0 million in the aggregate of proceeds of Revolving Loans or (ii) any cash and Cash Equivalents held in casino cages.”

“Amendment No. 5” means that certain Amendment No. 5, dated as of May 25, 2021, among the Borrower, the Lenders party thereto and the Administrative Agent.

“Amendment No. 5 Effective Date” has the meaning assigned to the term “Amendment No. 5 Effective Date” in Amendment No. 5.

SECTION 2. Consent of the Lenders. Each Consenting Lender Agreement and executed counterpart signature page hereto shall be subject to the terms and conditions of this Amendment and shall be binding upon the Lender party thereto and any successor, participant or assignee of such Lender and may not be revoked or terminated by the Lender party thereto or any such successor, participant or assignee. Each Lender that executes and delivers a Consenting Lender Agreement or a counterpart signature page hereto and any permitted successor, participant or assignee of such Lender shall be a party to this Amendment as if such Person executed and delivered a counterpart hereof. Each Consenting Lender Agreement shall constitute a part of this Amendment and each signature page thereto shall constitute a signature page hereto.

ARTICLE II

REPRESENTATION AND WARRANTIES

To induce each of the Lenders party hereto to agree to this Amendment, the Borrower represents to the Administrative Agent and such Lenders that, as of the Amendment No. 5 Effective Date (as defined below):

SECTION 1. Corporate Existence. Such Person (a) is (i) duly organized or formed and validly existing and (ii) in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in subsections (a)(i) (other than with respect to the Borrower), (a)(ii), (b)(i), or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 2. Authorization; No Contravention. The execution, delivery and performance by such Person of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) except where such conflict, breach or contravention or creation of a Lien may not reasonably be expected to have a Material Adverse Effect, conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to which such Person is a party, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) except where such violation may not reasonably be expected to have a Material Adverse Effect, violate any Law.

SECTION 3. Binding Effect. This Amendment has been duly executed and delivered by such Person. Each of this Amendment and each other Loan Document to which such Person is a party, when so delivered will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and general principles of equity.

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SECTION 4. No Default. No Default or Event of Default has occurred and is continuing.

ARTICLE III

CONDITIONS TO THE AMENDMENT NO. 5 EFFECTIVE DATE

This Amendment shall become effective on the date (the “Amendment No. 5 Effective Date”) on which each of the following conditions is satisfied or waived.

SECTION 1. Execution of Counterparts. The Administrative Agent’s receipt of (a) executed counterparts of this Amendment from the Borrower and the Administrative Agent, and (b) executed Consenting Lender Agreements from Lenders constituting the Required Covenant Lenders.

SECTION 2. Costs and Expenses. To the extent invoiced at least three (3) Business Days prior to the Amendment No. 5 Effective Date, all of the reasonable and documented out-of-pocket costs and expenses (including the reasonable fees, expenses and disbursements of Cahill, Gordon & Reindel LLP and one local counsel in each applicable jurisdiction reasonably deemed necessary by the Administrative Agent) incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment shall have been paid.

SECTION 3. No Default or Event of Default. Both immediately prior to and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing.

ARTICLE IV

VALIDITY OF OBLIGATIONS AND LIENS

SECTION 1. Reaffirmation. Each of the Loan Parties party hereto (a) acknowledges and agrees that all of such Loan Party’s obligations under the Collateral Documents and the other Loan Documents (as amended hereby) to which it is a party are reaffirmed and remain in full force and effect on a continuous basis as amended by this Amendment, (b) reaffirms each Lien and security interest granted by it to the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations and the Guarantees of the Obligations made by it pursuant to the Credit Agreement and (c) acknowledges and agrees that the grants of Liens and security interests by and the Guarantees of the Loan Parties contained in the Credit Agreement and the Collateral Documents are, and shall remain, in full force and effect after giving effect to this Amendment and the transactions contemplated hereby and thereby.

ARTICLE V

MISCELLANEOUS

SECTION 1. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except by an instrument or instruments in writing, signed and delivered on behalf of the Borrower and the Administrative Agent (acting at the direction of such Lenders as may be required under Section 10.01 of the Credit Agreement or, after giving effect to the Amendment No. 5 Effective Date, the Credit Agreement as amended by this Amendment).

SECTION 2. Entire Agreement. This Amendment, the other Loan Documents and the Consenting Lender Agreements constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

SECTION 3. Governing Law; Jurisdiction; Etc.; Waiver of Right to Trial by Jury; Confidentiality; No Advisory or Fiduciary Responsibility. Each party hereto agrees that Sections 10.17 (Governing Law; Jurisdiction; Etc.), 10.18 (Waiver of Right to Trial by Jury), 10.08 (Confidentiality) and 10.27 (No Advisory or Fiduciary Responsibility) of the Credit Agreement shall apply to this Amendment mutatis mutandis.

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SECTION 4. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Amendment.

SECTION 5. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile or other electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in this Amendment or any document to be signed in connection with this Amendment (including, without limitation, Consenting Lender Agreements) shall be deemed to include electronic signatures and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it (it being understood and agreed that documents signed manually but delivered in “.pdf” or “.tif” format (or other similar formats specified by the Administrative Agent) shall not constitute electronic signatures).

SECTION 6. Loan Document. This Amendment shall constitute a “Loan Document” as defined in the Credit Agreement.

SECTION 7. No Novation. The parties hereto expressly acknowledge that it is not their intention that this Amendment or any other Loan Document executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, but rather constitute a modification thereof or supplement thereto pursuant to the terms contained herein. The Credit Agreement and the Loan Documents, in each case as amended, modified or supplemented hereby, shall be deemed to be continuing agreements among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Credit Agreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended, modified or supplemented by this Amendment), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto, it being understood that from after the occurrence of the Amendment No. 5 Effective Date, each reference in the Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to Credit Agreement as amended by this Amendment. Other than as specifically provided herein, this Amendment (and the Consenting Lender Agreements) shall not operate as a waiver or amendment of any right, power or privilege of any Lender under the Credit Agreement or any other Loan Document.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first written above.


BOYD GAMING CORPORATION,
a Nevada corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title Executive Vice President, Treasurer and Chief Financial Officer

GUARANTORS:

BELLE OF ORLEANS, L.L.C.,
a Louisiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Chief Financial Officer, Senior Vice President and Treasurer

BLUE CHIP CASINO, LLC,
an Indiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Treasurer

BOYD ACQUISITION, LLC,
a Delaware limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Senior Vice President and Treasurer

BOYD ACQUISITION I, LLC,
a Delaware limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Senior Vice President and Treasurer

[Signature Page to Amendment No. 5]


BOYD ACQUISITION II, LLC,
a Delaware limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Senior Vice President and Treasurer

BOYD BILOXI, LLC,
a Mississippi limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

BOYD LOUISIANA RACING, L.L.C.,
a Louisiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

BOYD RACING, L.L.C.,
a Louisiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

BOYD TUNICA, INC.,
a Mississippi corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

[Signature Page to Amendment No. 5]


CALIFORNIA HOTEL AND CASINO,
a Nevada corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Treasurer

CALIFORNIA HOTEL FINANCE CORPORATION,
a Nevada corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Treasurer

COAST CASINOS, INC.,
a Nevada corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Treasurer

COAST HOTELS AND CASINOS, INC.,
a Nevada corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Treasurer

DIAMOND JO, LLC,
a Delaware limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg
		Title: Chief Financial Officer Senior Vice President and Treasurer

[Signature Page to Amendment No. 5]


DIAMOND JO WORTH, LLC,
a Delaware limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Chief Financial Officer Senior Vice President and Treasurer

KANSAS STAR CASINO, LLC,
a Kansas limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Chief Financial Officer Senior Vice President and Treasurer

M.S.W., INC.,
a Nevada corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

PAR-A-DICE GAMING CORPORATION,
an Illinois corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

PENINSULA GAMING, LLC,
a Delaware limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Chief Financial Officer Senior Vice President and Treasurer

[Signature Page to Amendment No. 5]


RED RIVER ENTERTAINMENT OF SHREVEPORT, L.L.C.,
a Louisiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

SAM-WILL, INC.,
a Nevada corporation

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

THE OLD EVANGELINE DOWNS, L.L.C.,
a Louisiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

TREASURE CHEST CASINO, L.L.C.,
a Louisiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Treasurer

ALIANTE GAMING, LLC,
a Nevada limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

[Signature Page to Amendment No. 5]


ALST CASINO HOLDCO LLC,
a Delaware limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

NEVADA PALACE, LLC,
a Nevada limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

THE CANNERY HOTEL AND CASINO, LLC,
a Nevada limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

AMERISTAR CASINO KANSAS CITY, LLC,
a Missouri limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

AMERISTAR CASINO ST. CHARLES, LLC,
a Missouri limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

[Signature Page to Amendment No. 5]


BELTERRA RESORT INDIANA, LLC,
a Nevada limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

BOYD TCIV, LLC,
a Nevada limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

OGLE HAUS, LLC,
an Indiana limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

PNK (OHIO), LLC,
an Ohio limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

PNK (OHIO) II, LLC,
an Ohio limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

[Signature Page to Amendment No. 5]


PNK (OHIO) III, LLC,
an Ohio limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

VALLEY FORGE COLONIAL, LLC,
a Pennsylvania limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

VALLEY FORGE CONVENTION CENTER PARTNERS, LLC,
a Pennsylvania limited liability company

By:		/s/ Josh Hirsberg
		Name: Josh Hirsberg Title: Executive Vice President and Treasurer

[Signature Page to Amendment No. 5]


Consented to and Acknowledged by:

BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Lisa Berishaj
Name:		Lisa Berishaj
Title:		Assistant Vice President

[Signature Page to Amendment No. 5]

ANNEX A

LENDER AGREEMENT – CONSENTING LENDERS

Reference is hereby made to Amendment No. 5, dated as of May 25, 2021 (the “Amendment”; capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amendment), by and among Boyd Gaming Corporation, a Nevada corporation, Bank of America, N.A., as the Administrative Agent and the Lenders party thereto. This Consenting Lender Agreement forms a part of the Amendment, the signature page hereto constitutes a signature page to the Amendment, and the undersigned, by its signature hereto (and any permitted successor, participant or assignee thereof), constitutes a party to the Amendment as if such Person executed and delivered a counterpart thereof.

By its signature below, the undersigned hereby (a) consents and agrees to the terms and conditions of the Amendment, (b) authorizes the Administrative Agent to execute the Amendment, (c) represents that it is a Revolving Lender and/or Term A Lender under the Credit Agreement and (d) agrees that it shall be a party to the Amendment.

The undersigned hereby agrees that this Consenting Lender Agreement shall be binding upon the undersigned and each of its successors and any participants and assigns of its Loans or Commitments (it being understood that any such participation or assignment shall be made in accordance with Section 10.07 of the Credit Agreement), and may not be revoked or withdrawn. The undersigned agrees that it shall notify any potential successor or any participant or assignee of any of its Loans or Commitments of the effectiveness of this Consenting Lender Agreement prior to consummating any such transfer, assignment or participation. This Consenting Lender Agreement shall be irrevocable and remain in full force and effect until the Amendment No. 5 Effective Date shall have occurred.

[Remainder of this page intentionally left blank]

I. Election (Check Any That Apply):


A. TERM A LENDER: By checking the box to the right, the undersigned Lender confirms that it is a Term A Lender.		☐

B. REVOLVING LENDER: By checking the box to the right, the undersigned Lender confirms that it is a Revolving Lender.

II. Signature:

Name of Institution: ____________________________________________________


		By:

				Name:

				Title:

		For any institution requiring a second signature line:

		By:

				Name:

				Title:

[Signature Page to Lender Agreement – Consenting Lenders]

Exhibit 99.1

LOGO

Financial Contact:

Josh Hirsberg (702)

792-7234 joshhirsberg@boydgaming.com

Media Contact:

David Strow

(702) 792-7386

davidstrow@boydgaming.com

BOYD GAMING CORPORATION ANNOUNCES PRICING OF 4.750%

SENIOR NOTES DUE 2031; OFFERING SIZE INCREASED TO $900 MILLION

LAS VEGAS — MAY 25, 2021 — Boyd Gaming Corporation (NYSE: BYD) (the “Company”) today announced that it has priced its previously announced offering of senior notes due 2031 (the “notes”). The aggregate principal amount of notes to be issued in the offering is $900 million. The size of the offering was increased from the previously announced $750 million aggregate principal amount. The notes will bear interest at a rate of 4.750% per annum, payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2021. The notes will mature on June 15, 2031. The notes will be fully and unconditionally guaranteed by certain of the Company’s current and future domestic restricted subsidiaries. The closing of the offering is expected to occur on June 8, 2021, subject to satisfaction of customary closing conditions.

The Company intends to use a portion of the proceeds from the offering to finance the redemption of all of its outstanding 6.375% senior notes due 2026. Concurrent with the offering, the Company also intends to redeem all of its outstanding 6.000% senior notes due 2026 using a combination of proceeds from the offering and cash on hand. The Company also plans to use a combination of proceeds from the offering and borrowings under its revolving credit facility to pay the redemption premiums, accrued and unpaid interest, fees (including the initial purchasers’ fees), expenses and commissions related to this offering and the redemptions. Nothing in this press release should be construed as an offer to purchase, notice of redemption or a solicitation of an offer to purchase any of the outstanding 6.375% Notes and/or any of the 6.000% Notes, and the closing of this offering is not conditioned on the issuance of a redemption notice relating to, or the consummation of such redemptions of, the 6.375% Notes and/or the 6.000% Notes. However, the redemptions of the 6.375% Notes and the 6.000% Notes are expected to be conditioned on the consummation of this offering.

The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers in the United States in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The notes being offered have not been registered under the Securities Act, or applicable state securities laws or blue sky laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from such registration requirements. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the notes.

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”, “might”, “predict”, “continue”, “forecast”, “expect”, “believe”, “anticipate”, “outlook”, “could”, “would”, “target”, “project”, “intend”, “plan”, “seek”, “estimate”, “pursue”, “should”, “may” and “assume”, or the negative thereof, as well as variations of such words and similar expressions referring to the future, and may include (without limitation) statements regarding the terms and conditions and timing of the notes offering. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ include (without limitation) the possibility that the notes offering will not be consummated at the expected time, on the expected terms, or at all; and the Company’s financial performance. Additional factors are discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021 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 document 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.