Item 1.01 Entry into a Material Definitive Agreement
Indenture Supplement, Notes Issuance and amendment of Credit Agreement
On February 15, 2023, Full House Resorts, Inc. (the “Company”) entered into a note purchase agreement in connection with a private offering of $40.0 million aggregate principal amount of its 8.25% Senior Secured Notes due 2028 (the “Additional Notes”), which offering closed on February 21, 2023. The Additional Notes were issued pursuant to an indenture, dated as of February 12, 2021 (as amended or supplemented through the date hereof, the “Indenture”) pursuant to which Full House issued $410 million of identical senior secured notes in February 2021 and February 2022 (the “Existing Notes” and, together with the Additional Notes, the “Notes”). In connection with the issuance of the Additional Notes, the Company and the subsidiary guarantors party to the Indenture entered into a Fourth Supplemental Indenture with Wilmington Trust, National Association, as trustee, dated February 21, 2023. The Additional Notes will not be fungible with the Existing Notes for U.S. federal income tax purposes, and will not trade fungibly with the Existing Notes over the facilities of the DTC or otherwise, but will be treated as a single series of senior secured debt securities with the Existing Notes and as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Proceeds from the offering, net of related expenses and discounts, were approximately $34 million.
The Notes bear interest at a rate of 8.25% per year and mature on February 15, 2028. Interest on the Notes is payable on February 15 and August 15 in arrears of each year. The net proceeds from the sale of the Additional Notes are expected to be used: (i) to open The Temporary by American Place in Waukegan, Illinois (“The Temporary”), including the payment of related Illinois gaming license fees, which are expected to be paid in March 2023; and (ii) for general corporate purposes. On February 17, 2023, the Company officially opened The Temporary to the public.
Also on February 21, 2023, the Company entered into a Second Amendment to Credit Agreement with Capital One, National Association, which, among other things, increased the amount of additional Indebtedness permitted under the Company’s Credit Agreement, dated as of March 31, 2021 (as amended through the date hereof, the “Credit Agreement”) from $25.0 million to $40.0 million. In anticipation of the payment of gaming license fees necessary to open The Temporary – and prior to the completion of the Additional Notes offering – the Company borrowed $36.0 million under the Credit Agreement, which currently remains outstanding. The Company currently has approximately $214 million of cash and equivalents on-hand, including approximately $110 million of restricted cash reserved for the completion of its Chamonix construction project in Cripple Creek, Colorado.
The Notes are guaranteed, jointly and severally (such guarantees, the “Guarantees”), by each of the Company’s restricted subsidiaries (collectively, the “Guarantors”). The Notes and the Guarantees will be the Company’s and the Guarantor’s general senior secured obligations, subject to the terms of the Collateral Trust Agreement (as defined in the Indenture), ranking senior in right of payment to all of the Company’s and the Guarantor’s existing and future debt that is expressly subordinated in right of payment to the Notes and the Guarantees, if any, and ranking equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior debt.
The Notes, together with borrowings under the Credit Facility, are equally and ratably secured by a first priority security interest in, subject to certain exceptions and limitations and the terms of the Collateral Trust Agreement, the Company’s and the Guarantors’ furniture, equipment, inventory, accounts receivable, other personal property and real property. Additionally, the Notes (but not the borrowings under the Credit Facility) will be secured by a first priority security interest in the securities accounts and the deposit accounts established pursuant to the Cash Collateral and Disbursement Agreement.
The foregoing descriptions of the Indenture, the Supplemental Indenture, the Notes, the Credit Agreement and the Second Amendment to Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture, the form of the Notes (included in the Indenture) and the Credit Agreement, which have been previously filed and are incorporated by reference herein, and the Fourth Supplemental Indenture and the Second Amendment to Credit Agreement filed as Exhibit 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
