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
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Exhibit Number | | Description |
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| 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. |
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| 99.1 | | Press Release, dated May 25, 2021, announcing the pricing of the Notes Offering. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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