Debt | 12 Months Ended |
Dec. 31, 2013 |
Debt | ' |
Debt | ' |
Note 6. Debt |
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Exit Facility |
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Purchase Agreement; Indenture; Notes |
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On June 25, 2010, the Predecessor entered into a purchase agreement (the “Purchase Agreement”), by and between the Predecessor and Goldman, Sachs & Co. (the “Initial Purchaser”), pursuant to which the Predecessor agreed to issue and sell, and the Initial Purchaser agreed to purchase, $280.2 million principal amount of its Series A 13% Senior Secured Notes due 2015 (the “Series A Notes”) and $104.8 million principal amount of its Series B 13% Senior Secured Notes due 2015 (the “Series B Notes” and, together with the Series A Notes, the “Senior Secured Notes”), which are guaranteed (the “Guarantees”) by substantially all of the Predecessor’s domestic subsidiaries (the “Guarantors” and, together with the Company’s, the “Obligors”), which subsidiaries executed a joinder to the Purchase Agreement on June 30, 2010. |
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The Predecessor consummated the issuance and sale of the Senior Secured Notes under the Purchase Agreement in a private placement to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. |
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The Senior Secured Notes were issued pursuant to an indenture, dated as of June 30, 2010 (the “Indenture”), among the Predecessor, the Guarantors, and Wilmington Trust FSB, as trustee. |
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On December 20, 2013, Greektown Superholdings, Greektown Holdings, the Trustee and the other parties thereto entered into Supplemental Indenture No. 1, pursuant to which Greektown Mothership Corporation, a subsidiary of Athens, became a co-issuer under the Indenture. |
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Also on December 20, 2013, Greektown Holdings, the Greektown Mothership, the Trustee and the other parties thereto entered into Supplemental Indenture No. 2, pursuant to which Greektown Holdings, as successor by merger to Greektown Superholdings, assumed all obligations of Greektown Superholdings as an issuer under the Indenture. |
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Maturity: The Senior Secured Notes mature on July 1, 2015, and bear interest at a rate of 13.0% per annum. Interest on the Senior Secured Notes is payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2011. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. |
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The Predecessor paid approximately $18.2 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively on January 3, 2013. Additionally, the Predecessor paid approximately $18.2 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively on July 1, 2013. Furthermore, subsequent to December 31, 2013, the Company paid approximately $18.2 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively. |
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Guarantees: The obligations of the Obligors under the Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a second-priority senior secured basis by all of the Company’s current and future domestic subsidiaries, subject to certain exceptions. |
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Security: The Senior Secured Notes and the related Guarantees are secured by (i) a second-priority lien on substantially all of the properties and assets of the Company and each Guarantor, whether now owned or hereafter acquired, except certain excluded assets and (ii) a second-priority pledge of all the capital stock of all the subsidiaries of the Predecessor, subject to certain limitations (in each case subject to certain permitted prior liens and liens securing certain permitted priority lien debt, including borrowings under the Predecessor’s Revolving Loan agreement described below). |
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Optional Redemption: On or after January 1, 2013, the Company may redeem some or all of the Senior Secured Notes at any time at the redemption prices specified in the Indentures plus accrued and unpaid interest and special interest, if any, to the applicable redemption date. |
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Mandatory Redemption: The Senior Secured Notes are subject to mandatory disposition or redemption following certain determinations by applicable gaming regulatory authorities. |
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The Senior Secured Notes are subject to mandatory redemption, at 103% of their principal amount plus accrued and unpaid interest and special interest, if the Company has consolidated excess cash flow, as defined in the Indenture, for any fiscal year commencing with the fiscal year ended December 31, 2010. No excess cash flow payments were required to be made by the Company for the fiscal year ended December 31, 2013. |
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If the Company experiences certain change of control events, the Company must offer to repurchase the Senior Secured Notes at 101% of their principal amount, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date. |
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As a result of the change of control, the Company commenced a change of control offer on April 22, 2013 to purchase any and all of its outstanding Senior Secured Notes under the Indenture. None of the Senior Secured Notes were validly tendered prior to the deadline on June 18, 2013. |
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Covenants: The Indenture contains covenants limiting the ability of Greektown Holdings and/or its direct and indirect subsidiaries to, among other things, (i) engage in businesses other than the operation of Greektown Casino; (ii) incur or guarantee additional indebtedness, except as permitted by the Indenture; (iii) create liens; (iv) make certain investments; (v) pay dividends on or make payments in respect of capital stock; (vi) consolidate or merge with other companies; (vii) sell certain assets; (viii) enter into transactions with affiliates; (ix) agree to negative pledge clauses and (x) enter into sales and leasebacks. Failure to comply with these covenants could result in a default under the Indenture unless Greektown Holdings obtains a waiver of, or otherwise mitigates, the default. |
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Events of Default: The Indenture for the Senior Secured Notes contains events of default, including (i) failure to pay principal, interest, fees or other amounts when due; (ii) breach of any covenants which are not cured within a stated cure period; (iii) default under certain other indebtedness; (iv) becoming subject to certain judgments; (v) failure to keep liens or security interests valid; (vi) certain events of bankruptcy or insolvency; (vii) impairment of any collateral to the loans; (viii) ceasing to own the casino complex; or (ix) loss of gaming or certain other licenses or the legal authority to conduct gaming activities. A default could result in an acceleration of the amounts outstanding under the Senior Secured Notes. |
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We are exploring alternatives to our current capital. In connection with any such refinancing, we may redeem the Senior Secured Notes in accordance with the terms set forth in the Indenture at the price specified in the Indenture (103.5% from January 1, 2014 through December 31, 2014; and par thereafter). The Company has engaged investment banks to obtain refinancing of the Senior Secured Notes and the Revolving Loan facility. There is no assurance when or whether any such refinancing will be consummated as it will be dependent upon, among other factors, general economic and market conditions. Any refinancing would be subject to approval from the MGCB. |
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Revolving Loan Agreement |
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On June 30, 2010, the Predecessor entered into a credit agreement with Comerica Bank for the revolving loan facility (the “Revolving Loan”). On July 6, 2011, July 8, 2011, May 24, 2012, March 18, 2013, June 13, 2013 and December 20, 2013, the Company and Comerica Bank agreed to certain modifications to the Credit Agreement (as so amended, the “Credit Agreement”). |
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General: The Credit Agreement provides for the Revolving Loan, which expires on January 1, 2015. The maximum expiration of individual letters of credit is twelve months after the issuance thereof, if earlier, the maturity of the Revolving Loan. On May 24, 2012, the Predecessor and Comerica Bank executed a third amendment to the Credit Agreement (the “Third Amendment). The Third Amendment, which was approved by the MGCB, increased the aggregate principal amount available under the facility by $15.0 million to $45.0 million (including $5.0 million for the issuance of standby letters of credit). Any borrowings under the additional $15.0 million commitment were required to fund expenditures related to the new valet parking garage, and are to be repaid in quarterly installments equal to 1/20th of the amount advanced, commencing April 2013. The amendment also, among other things, excludes capital expenditures relating to the valet parking garage from the Fixed Charge Coverage Ratio calculation, discussed below, not to exceed $25.7 million. |
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On March 18, 2013, the Predecessor and Comerica Bank executed a fourth amendment to the Credit Agreement and Consent (the “Fourth Amendment”). The Fourth Amendment, which was approved by the MGCB on March 12, 2013, extended the expiration of the Revolving Loan facility from December 30, 2013, to December 30, 2014, amended the definition of “EBITDA” to add back the items described in clauses (vi) through (x) of the summarized definition of “EBITDA” below, added certain capital expenditures to the list of items excludable from the “Fixed Charges” definition, reduced the requirements under the minimum EBITDA covenant for certain periods, and gave Comerica Bank’s consent to the acquisition of 51% or more of the capital stock of the Company by Athens. |
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On June 13, 2013, the Predecessor and Comerica Bank executed a fifth amendment to the Credit Agreement and Consent (the “Fifth Amendment”). The Fifth Amendment, which was approved by the MGCB, amended the test date of the minimum EBITDA covenant to commence on June 30, 2014. |
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Effective as of December 20, 2013, the Predecessor and Comerica Bank entered into a sixth amendment to the Credit Agreement and Consent (“Sixth Amendment”). The Sixth Amendment, which was approved by the MGCB, amended the required threshold for the minimum EBITDA covenant and requires satisfaction of the covenant commencing on December 31, 2013, amended the Fixed Charge Coverage Ratio covenant measuring period to commence fiscal year ended December 31, 2014, increased the applicable margin, approved the sale of two parking garages, extended the expiration of the Revolving Loan facility from December 30, 2014 to January 1, 2015 and the Company, as successor by merger to the Predecessor, assumed all obligations of the Predecessor under the Credit Agreement. |
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Security and Guarantees: The Revolving Loan is secured by a perfected first-priority lien and security interest on all the assets of the Company and all its direct and indirect subsidiaries, excluding, among other things, the Predecessor’s gaming license. Additionally, effective July 2011, a requirement for a 45-day annual revolver “clean up period” was added to the Credit Agreement, during which the Company will be required to maintain a zero balance under the Revolving Loan for a period of 45 consecutive days. |
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Interest and Fees: Effective with the Sixth Amendment, the Revolving Loan will bear interest at an annual rate of LIBOR plus 3.00% (if the Leverage Ratio (as defined below) is less than 4 to 1) or 3.50% (if the Leverage Ratio is greater than or equal to 4 to 1) or at an annual rate of (a) the higher of (i) Comerica Bank’s prime reference rate and (ii) 2.50% plus (b) 0.50% (if the Leverage Ratio is less than or equal to 4 to 1) or 1.00% (if the Leverage Ratio is greater than 4 to 1), until April 1, 2014. Effective April 1, 2014, the Revolving Loan will bear interest at an annual rate of LIBOR plus 3.50% (if the Leverage Ratio (as defined below) is less than 4 to 1) or 4.00% (if the Leverage Ratio is greater than or equal to 4 to 1) or at an annual rate of (a) the higher of (i) Comerica Bank’s prime reference rate and (ii) 2.50% plus (b) 0.75% (if the Leverage Ratio is less than or equal to 4 to 1) or 1.50% (if the Leverage Ratio is greater than 4 to 1). |
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Prior to July 1, 2012, there was a facility fee of 0.50% per annum on the aggregate revolving credit commitment amount payable quarterly in arrears on the first day of each fiscal quarter. As of May 24, 2012, the Third Amendment replaced the facility fee of 0.50% with an unused line of credit fee of 0.75% per annum on the face amount of commitment less any borrowings outstanding payable quarterly commencing on July 1, 2012 and on the first day of each fiscal quarter thereafter. There is also a non-refundable letter of credit fee of 3.50% per annum on the face amount of each letter of credit payable quarterly in advance. |
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As a result of the Third Amendment, interest is equal to LIBOR plus 2.25% (under the LIBOR option set forth in the agreement) or the prime rate less 0.25% (under the prime rate option set forth in the agreement), provided that the Predecessor’s leverage ratio remains in excess of 4.0:1.0. |
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“Leverage Ratio” means as of the last day of any fiscal quarter of the Predecessor, the ratio of an amount equal to, on a consolidated basis, the sum of all of the funded debt of the Predecessor and its subsidiaries as of such date, excluding all subordinated debt, to EBITDA (as defined below) for the four fiscal quarters then ending. Adjustments to the interest rate and the applicable letter of credit fee rate are implemented quarterly based on the Leverage Ratio. |
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Prepayment: The Revolving Loan requires mandatory prepayments in an amount equal to (i) 100% of the net proceeds of the permitted sale of assets (subject to certain exclusions and permitted reinvestments), (ii) 100% of the net proceeds of any recovery from insurance arising from an event of loss (subject to certain exclusions and permitted reinvestments), and (iii) 100% of the net proceeds for the issuance of any debt or equity securities (subject to certain exclusions). Except with respect to certain asset sales, mandatory prepayments do not reduce revolving credit commitments. |
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Certain Covenants: The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions and materiality thresholds, the ability of the Predecessor and its subsidiaries to sell assets and property, incur additional indebtedness, create liens on assets, make investments, loans, guarantees or advances, make distributions, dividends or payments on account of, or purchase, redeem or otherwise acquire, any of the Predecessor’s capital stock, prepay certain indebtedness, engage in acquisitions, mergers or consolidations, engage in transactions with affiliates, amend agreements governing the Predecessor’s indebtedness, including the Senior Secured Notes, make capital expenditures, enter into negative pledges, change the fiscal year and change the Predecessor’s or any subsidiary’s name, jurisdiction of incorporation, or the location at which any Collateral is stored. |
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The Third Amendment eliminated the June 30, 2010 outside date for the release of the liens on a small parcel of real property (the “Trappers Parcel”) underlying a portion of our casino operations which secure indebtedness owed to Greektown LLC and third parties (the “Trappers Lien”) in favor of an agreement to use commercially reasonable efforts to cause such liens to be released. The Trappers Parcel is encumbered by the Trappers Lien. While the Predecessor believes that these third party liens are discharged pursuant to the terms of the Plan, the liens established by these mortgages were not removed from the title record or insured by the title company prior to June 30, 2010. Historical subordination agreements from the third parties holding such mortgages exist whereby such parties have agreed not to exercise remedies until Casino has exercised such remedies under a mortgage in favor of Casino on the same parcel (“Trappers Mortgage Release”). |
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In addition, the Credit Agreement contains financial covenants pursuant to which the Predecessor must achieve specified minimum EBITDA (as defined below) levels during twelve month periods ending on applicable test dates, and as of each fiscal year end, a Fixed Charge Coverage Ratio of not less than 1.05 to 1 (on a trailing twelve month basis). |
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“Fixed Charge Coverage Ratio” means EBITDA divided by Fixed Charges. |
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“EBITDA” means Net Income for the applicable period plus, without duplication and only to the extent deducted in determining Net Income, (i) depreciation and amortization expense for such period, (ii) interest expense, whether paid or accrued, for such period, (iii) all income taxes for such period, (iv) reasonable legal, accounting, consulting, advisory and other out-of-pocket expenses incurred in connection with on-going bankruptcy court proceedings related to the bankruptcy of Greektown Holdings, ended June 30, 2011, (v) for any fiscal quarter ended on or before June 30, 2012, specified non-recurring expenses, (vi) goodwill impairment charges, (vii) certain costs, fees and expenses relating to the proposed refinancing of the Senior Secured Notes or relating to the proposed stock acquisition by Athens, (vii) certain non-cash compensation expenses, (ix) non-cash purchase accounting adjustments, and (x) all other non-cash charges. |
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“Fixed Charges” means for any period, the sum, without duplication, of (i) all cash interest expense paid or payable in respect of such period on the funded debt of the borrower and its subsidiaries on a consolidated basis, plus (ii) all installments of principal or other sums paid or due and payable during such period by the borrower or any of its consolidated subsidiaries with respect to the funded debt (other than the advances and the original principal payment made with respect to permitted refinancing indebtedness), plus (iii) all income taxes paid or payable in cash during such period, plus (iv) all restricted payments paid or payable in cash in respect of such period by the borrower (other than dividends on capital stock of the borrower that were accrued and not paid), plus (v) all unfinanced capital expenditures of the borrower and its consolidated subsidiaries for such period (except certain excluded capital expenditures), plus (vi) all capitalized rent and lease expense of the borrower and its consolidated subsidiaries for such period, all as determined in accordance with GAAP. |
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Event of Default: The Revolving Loan contains certain events of default, including failure to make required payments; breaches of covenants which are not cured within a stated cure period or any representations and warranties in any material adverse respect; defaults under certain other indebtedness; certain judgments against the Company for the payment of money; failure to keep any material provision of any loan document valid, binding and enforceable; a change of control; an event of bankruptcy or insolvency; loss of the Company’s gaming licenses to the extent such loss is reasonably likely to cause a material adverse effect; the Company becomes the subject of certain enforcement actions if such enforcement action has not been dismissed or terminated within 60 days after commencement; or the Company becomes prohibited from conducting gaming activities for a period of greater than thirty consecutive days. A default could result in, among other things, a termination of the revolving credit commitment and acceleration of amounts outstanding under the Revolving Loan. |
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Further, the Predecessor and its subsidiaries had agreed to collaterally assign the mortgage in favor of the Predecessor as well as a mortgage under which a pre-bankruptcy affiliate of the Predecessor was the borrower (but as to which the Predecessor was also the beneficiary of a collateral assignment to secure the mortgage in favor of us) to the lenders under the Revolving Loan on a first-priority basis and to the holders of the Senior Secured Notes on a second-priority basis. However, if the subordination agreements and the collateral assignment of the mortgage in favor of the Predecessor and under which the Predecessor’s pre-bankruptcy affiliate was the borrower were determined not to be enforceable, such mortgages would be deemed to have a higher priority than the mortgage on such property that the Predecessor was granting to holders of the Senior Secured Notes. |
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In the event that the holders of such mortgages are able to exercise their rights under such mortgages, they would be entitled, among other remedies, to foreclose such liens which could result in the Company’s loss of title to such property. |
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As of December 31, 2013, the Company had $28.6 million of available borrowings under the Credit Agreement ($42.8 million of commitment less $12.8 million in borrowings in relation to the construction of the valet parking garage less outstanding letters of credit of $1.4 million). |
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