|
Delaware
|
|
1-32583
|
|
13-3391527
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
4670 S. Fort Apache Road, Suite 190
Las Vegas, Nevada
|
|
89147
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
N/A
|
|
|
(Former name or former address,
if changed since last report)
|
|
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))
|
|
•
|
Extends the maturity date to October 1, 2016;
|
•
|
Modifies the definition of Adjusted EBITDA to allow the addition of up to $300,000 in pre-opening and development expenses related to the construction of the hotel adjacent to the Silver Slipper Casino;
|
•
|
Modifies the Fixed Charge Coverage Ratio to exclude up to $9,100,000 in non-financed Capital Expenditures incurred to construct the Silver Slipper hotel;
|
•
|
Adjusts the Total Leverage Ratio and First Lien Leverage Ratio covenants to accommodate the delayed opening of the Silver Slipper hotel;
|
•
|
Modifies certain other financial covenants; and
|
•
|
Requires payment of an amendment fee of $131,250 in connection therewith.
|
•
|
Modifies the definition of Adjusted EBITDA to allow the addition of up to $300,000 in pre-opening and development expenses related to the construction of the hotel adjacent to the Silver Slipper Casino;
|
•
|
Modifies the Fixed Charge Coverage Ratio to exclude up to $9,100,000 in non-financed Capital Expenditures incurred to construct the Silver Slipper hotel;
|
•
|
Adjusts the Total Leverage Ratio and First Lien Leverage Ratio covenants to accommodate the delayed opening of the Silver Slipper hotel;
|
•
|
Modifies certain other financial covenants;
|
•
|
Creates a variable interest rate through a pricing grid based on the Company’s Total Leverage Ratio. For a Total Leverage Ratio below 6.25 to 1.00, the interest rate can vary between a minimum of 13.25% to 14.25%. If the Company’s Total Leverage Ratio is at or above 6.25 to 1.00, the Company may, at its option, pay interest (i) solely in cash at the maximum rate of 14.75%, or (ii) partially in cash at 14.25% and “in kind” at 1% by capitalizing the interest and adding the capitalized interest to the principal of the Term Loans;
|
•
|
Requires payment of an amendment fee of $100,000 (0.50% of the outstanding amount of the Term Loans) in connection therewith; and
|
•
|
Amends the prepayment premium to the following amounts:
|
◦
|
Prior to January 1, 2016, 1% of the aggregate principal amount of Term Loans prepaid;
|
◦
|
On or after January 1, 2016 and before April 1, 2016, 0.50% of the aggregate principal amount of the Term Loans prepaid; and
|
◦
|
On or after April 1, 2016, no prepayment premium applies.
|
i.
|
Robert and Louise Johnson, LLC, a wholly-owned subsidiary of the Company, executed that certain Joinder Agreement to the First Lien Guaranty Agreement dated as of June 30, 2015 (the “First Lien Joinder Agreement”) and that certain Joinder Agreement to the Second Lien Guaranty Agreement dated as of June 30, 2015 (the “Second Lien Joinder Agreement”). The First Lien Joinder Agreement and Second Lien Joinder Agreement are attached as Exhibits 10.3 and 10.4, respectively, to this Form 8-K and incorporated herein by reference.
|
ii.
|
The Company’s subsidiaries executed that certain Acknowledgment of First Lien Guarantors (the “Acknowledgment of Guarantors”) dated as of June 30, 2015, by and between (a) Full House Subsidiary, Inc., Full House Subsidiary II, Inc., Gaming Entertainment (Indiana) LLC, Gaming Entertainment (Nevada) LLC, Stockman’s Casino, and Silver Sipper Casino Venture LLC, and (b) Capital One, as Administrative Agent and Collateral Trustee for the Lender Parties (each as defined in the First Lien Credit Agreement).
|
iii.
|
Capital One, National Association executed that certain Acknowledgment of First Lien Lenders, dated as of August 5, 2015, and effective as of June 30, 2015, in favor of ABC Funding, LLC as administrative agent and as collateral trustee for the Second Lien Lenders.
|
iv.
|
ABC Funding, LLC executed that certain Acknowledgment of Second Lien Lenders dated as of June 30, 2015 in favor of Capital One, National Association, as administrative agent and as collateral trustee for the First Lien Lenders.
|
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
|
|
|
|
|
Exhibit 10.1
|
Fifth Amendment to First Lien Credit Agreement, dated as of June 30, 2015, by and among Full House Resorts, Inc. as borrower, the Lenders from time to time parties thereto and Capital One, National Association, as administrative agent for the Lenders, as L/C Issuer and as Swing Line Lender.
|
|
Exhibit 10.2
|
Amendment No. 4 to Second Lien Credit Agreement, dated as of August 5, 2015 and effective as of June 30, 2015, by and among Full House Resorts, Inc., as borrower, the Lenders named therein and ABC Funding, LLC, as administrative agent for the Lenders.
|
|
Exhibit 10.3
|
Joinder Agreement to the First Lien Guaranty Agreement by Robert and Louise Johnson, LLC in favor of Capital One, National Association, as administrative agent for the Lender Parties, dated as of June 30, 2015.
|
|
Exhibit 10.4
|
Joinder Agreement to the Second Lien Guaranty Agreement by and between Robert and Louise Johnson, LLC and ABC Funding, LLC, as administrative agent for the Lender Parties, dated as of June 30, 2015.
|
|
|
Full House Resorts, Inc.
|
|
|
|
Date: August 10, 2015
|
|
/s/ Lewis A. Fanger
|
|
|
Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer
|
Exhibit No.
|
|
Description
|
10.1
|
|
Fifth Amendment to First Lien Credit Agreement, dated as of June 30, 2015, by and among Full House Resorts, Inc. as borrower, the Lenders from time to time parties thereto and Capital One, National Association, as administrative agent for the Lenders, as L/C Issuer and as Swing Line Lender.
|
10.2
|
|
Amendment No. 4 to Second Lien Credit Agreement, dated as of August 5, 2015 and effective as of June 30, 2015, by and among Full House Resorts, Inc., as borrower, the Lenders named therein and ABC Funding, LLC, as administrative agent for the Lenders.
|
10.3
|
|
Joinder Agreement to the First Lien Guaranty Agreement by Robert and Louise Johnson, LLC in favor of Capital One, National Association, as administrative agent for the Lender Parties, dated as of June 30, 2015.
|
10.4
|
|
Joinder Agreement to the Second Lien Guaranty Agreement by and between Robert and Louise Johnson, LLC and ABC Funding, LLC, as administrative agent for the Lender Parties, dated as of June 30, 2015.
|
A.
|
The Borrower, Administrative Agent and Lenders have executed a First Lien Credit Agreement, dated as of June 29, 2012 (as amended, the “
Credit Agreement
”) providing for a Revolving Loan in the maximum aggregate principal amount of $5,000,000, a Term Loan in the original principal amount of $50,000,000, a Term Loan (Hotel) in the maximum principal amount of $10,000,000 and a Swing Line Loan in the maximum principal amount of $1,000,000. Capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Credit Agreement.
|
B.
|
The Borrower has requested certain modifications of the definitions and financial covenants, to extend the maturity date of the Obligations and make certain other modifications to the Credit Agreement. The Administrative Agent and the Lenders are willing to accept such requests on the terms and conditions set forth below.
|
1.
|
Section 1.01 (
Definitions
) of the Credit Agreement is hereby amended to modify the following definitions:
|
2.
|
Section 5.03 (
Financial Covenants
) of the Credit Agreement is hereby amended to read as follows:
|
Applicable Period
|
|
Maximum Total Leverage Ratio
|
June 30, 2015 through and including September 29, 2015
|
|
6.85 to 1.00
|
September 30, 2015 through and including December 30, 2015
|
|
6.75 to 1.00
|
December 31, 2015 through and including March 30, 2016
|
|
6.35 to 1.00
|
March 31, 2016 through and including June 29, 2016
|
|
6.15 to 1.00
|
June 30, 2016 through and including September 29, 2016
|
|
5.85 to 1.00
|
September 30, 2016 through the Maturity Date
|
|
5.50 to 1.00
|
Applicable Period
|
|
Maximum First Lien
Leverage Ratio
|
June 30, 2015 through and including September 29, 2015
|
|
4.85 to 1.00
|
September 30, 2015 through and including December 30, 2015
|
|
4.75 to 1.00
|
December 31, 2015 through and including March 30, 2016
|
|
4.35 to 1.00
|
March 31, 2016 through and including June 29, 2016
|
|
4.15 to 1.00
|
June 30, 2016 through and including September 29, 2016
|
|
4.00 to 1.00
|
September 30, 2016 through the Maturity Date
|
|
3.75 to 1.00
|
3.
|
Except as specifically amended hereby, all of the remaining terms and conditions of the Credit Agreement shall remain in full force and effect.
|
1.
|
Representations and Warranties
. Borrower represents to the Administrative Agent and the Lenders, as of June 30, 2015, as follows:
|
2.
|
Conditions Precedent
. Upon the satisfaction of all of the following conditions precedent, this Amendment shall, retroactively as of the Effective Date, become effective: (i) the Borrower shall have paid or caused to be paid all costs and expenses incurred by the Agent and the Lenders through the Effective Date and (ii) the Agent and the Lenders shall have received the following, all of which shall be in form and substance satisfactory to the Agent and in sufficient counterparts:
|
3.
|
Additional Collateral
. Within 90 days after the Administrative Agent’s request therefor, Borrower shall cause Robert and Louise Johnson, LLC to grant a mortgage and security interest in its assets in favor of the Administrative Agent, provide a survey of the real estate assets, and provide a title insurance policy insuring the mortgage in the amount of the fair market value of the real estate.
|
4.
|
Counterparts
. This Amendment may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Transmission by facsimile, “pdf” or similar electronic copy of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart. Any party hereto may request an original counterpart of any party delivering such electronic counterpart.
|
5.
|
Effective Date
. Upon the satisfaction of the conditions precedent set forth in Section 2 of this Article II, this Amendment shall become effective as of the Effective Date.
|
BORROWER
:
|
FULL HOUSE RESORTS, INC.,
|
|
a Delaware corporation
|
|
|
By:
|
/s/ Daniel Lee
|
Name:
|
Daniel Lee
|
Title:
|
President and Chief Executive Officer
|
ADMINISTRATIVE AGENT,
|
|
COLLATERAL TRUSTEE, L/C
|
|
ISSUER. SWING LINE LENDER
|
|
AND LENDER
:
|
CAPITAL ONE, NATIONAL ASSOCIATION,
|
|
|
By:
|
/s/ Ross S. Wales
|
Name:
|
Ross S. Wales
|
Title:
|
Senior Vice President
|
LENDERS
:
|
NEVADA STATE BANK
|
|
|
By:
|
/s/ Jamie Gazza
|
Name:
|
Jamie Gazza
|
Title:
|
VP
|
|
FIRST TENNESSEE BANK
|
|
NATIONAL ASSOCIATION
|
|
|
By:
|
/s/ James M. Hennigan
|
Name:
|
James M. Hennigan
|
Title:
|
Senior Vice President
|
|
TRUSTMARK NATIONAL BANK
|
|
|
By:
|
/s/ Craig E. Sosebee
|
Name:
|
Craig E. Sosebee
|
Title:
|
First Vice President
|
|
BANK OF NEVADA
|
|
|
By:
|
/s/ Doron Joseph
|
Name:
|
Doron Joseph
|
Title:
|
SVP
|
Total Leverage Ratio
|
|
Rate
|
Greater than or equal to 6.25 to 1.00
|
|
At the borrower's option, either (i) 14.75% in cash or (ii) 14.25% in cash and 1.00% in kind
|
Greater than or equal to 5.25 to 1.00 and less than 6.25 to 1.00
|
|
14.25% in cash
|
Greater than or equal to 4.75 to 1.00 and less than 5.25 to 1.00
|
|
13.75% in cash
|
Less than 4.75 to 1.00
|
|
13.25% in cash
|
Applicable Period
|
|
Maximum Total Leverage Ratio
|
June 30, 2015 through and including September 29, 2015
|
|
7.10 to 1.00
|
September 30, 2015 through and including December 30, 2015
|
|
7.00 to 1.00
|
December 31, 2015 through and including March 30, 2016
|
|
6.60 to 1.00
|
March 31, 2016 through and including June 29, 2016
|
|
6.40 to 1.00
|
June 30, 2016 through and including September 29, 2016
|
|
6.10 to 1.00
|
September 30, 2016 through the Maturity Date
|
|
5.75 to 1.00
|
Applicable Period
|
|
Maximum First Lien
Leverage Ratio
|
June 30, 2015 through and including September 29, 2015
|
|
5.10 to 1.00
|
September 30, 2015 through and including December 30, 2015
|
|
5.00 to 1.00
|
December 31, 2015 through and including March 30, 2016
|
|
4.60 to 1.00
|
March 31, 2016 through and including June 29, 2016
|
|
4.40 to 1.00
|
June 30, 2016 through and including September 29, 2016
|
|
4.25 to 1.00
|
September 30, 2016 through the Maturity Date
|
|
4.00 to 1.00
|
|
FULL HOUSE RESORTS, INC.,
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President and Chief Executive Officer
|
GUARANTORS:
|
|
|
|
|
FULL HOUSE SUBSIDIARY, INC.
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
FULL HOUSE SUBSIDIARY II, INC.
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
GAMING ENTERTAINMENT (INDIANA) LLC
|
By:
|
Full House Resorts, Inc.,
|
|
a Delaware corporation,
|
|
its Manager
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
GAMING ENTERTAINMENT (NEVADA) LLC
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President and Chief Executive Officer
|
|
STOCKMAN'S CASINO
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
SILVER SLIPPER CASINO VENTURE LLC
|
|
|
By:
|
Full House Resorts, Inc.,
|
|
a Delaware corporation,
|
|
its Manager
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President and Chief Executive Officer
|
|
ABC FUNDING, LLC,
|
|
as Administrative Agent
|
|
|
By:
|
/s/ James Freeland
|
Name:
|
James Freeland
|
Title:
|
Authorized Signatory
|
|
SUMMIT PARTNERS CREDIT FUND, L.P.,
|
|
as a Lender
|
|
|
By:
|
Summit Partners Credit GP, L.P.
|
Its:
|
General Partner
|
|
|
By:
|
Summit Partners Credit GP, LLC
|
Its:
|
General Partner
|
|
|
By:
|
/s/ James Freeland
|
Name:
|
James Freeland
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
SUMMIT PARTNERS CREDIT FUND, A-1, L.P.,
|
|
as a Lender
|
|
|
By:
|
Summit Partners Credit GP A-1, L.P.
|
Its:
|
General Partner
|
|
|
By:
|
Summit Partners Credit GP A-1, LLC
|
Its:
|
General Partner
|
|
|
By:
|
/s/ James Freeland
|
Name:
|
James Freeland
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
SUMMIT INVESTORS I, LLC,
|
|
as a Lender
|
|
|
By:
|
Summit Investors Management, LLC
|
Its:
|
Manager
|
|
|
By:
|
Summit Partners, L.P.
|
Its:
|
Manager
|
|
|
By:
|
Summit Master Company, LLC
|
Its:
|
General Partner
|
|
|
By:
|
/s/ James Freeland
|
Name:
|
James Freeland
|
Title:
|
Authorized Signatory
|
|
SUMMIT INVESTORS I (UK), L.P.,
|
|
as a Lender
|
|
|
By:
|
Summit Investors Management, LLC
|
Its:
|
Manager
|
|
|
By:
|
Summit Partners, L.P.
|
Its:
|
Manager
|
|
|
By:
|
Summit Master Company, LLC
|
Its:
|
General Partner
|
|
|
By:
|
/s/ James Freeland
|
Name:
|
James Freeland
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
SUMMIT PARTNERS CREDIT OFFSHORE INTERMEDIATE FUND, L.P.,
|
|
as a Lender
|
|
|
By:
|
Summit Partners Credit GP, L.P.
|
Its:
|
General Partner
|
|
|
By:
|
Summit Partners Credit GP, LLC
|
Its:
|
General Partner
|
|
|
By:
|
/s/ James Freeland
|
Name:
|
James Freeland
|
Title:
|
Authorized Signatory
|
|
RICHARD AND LOUISE JOHNSON, LLC
|
|
a Kentucky limited liability company
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President
|
|
RICHARD AND LOUISE JOHNSON, LLC
|
|
a Kentucky limited liability company
|
|
|
By:
|
/s/ Daniel R. Lee
|
Name:
|
Daniel R. Lee
|
Title:
|
President
|
ACKNOWLEDGED AND AGREED
|
|
as of the date of this Joinder Agreement
|
|
first above written
|
|
|
|
ABC FUNDING, LLC,
|
|
as Administrative Agent
|
|
|
|
By:
|
/s/ James Freeland
|
Name:
|
James Freeland
|
Title:
|
Authorized Signatory
|