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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) April 16, 1999
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-21736 84-1158484
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
240 Main Street
Post Office Box 21
Black Hawk, Colorado 80422
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 582-1117
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None
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Former name or former address if changed since date of last filing
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Item 5. Other Events.
On April 16, 1999, Black Hawk Gaming & Development Company, Inc.
executed a Credit Agreement with a banking syndicate headed by Wells Fargo Bank,
National Association ("Wells Fargo").
The Credit Agreement was entered into by and among Black Hawk/Jacobs
Entertainment, LLC, a Colorado limited liability company ("BHJE"), Black Hawk
Gaming & Development Company, Inc., a Colorado corporation ("BHGD"), Gilpin
Ventures, Inc., a Colorado corporation ("GVI") and Gilpin Hotel Venture, a
Colorado joint venture ("GHVP"), all affiliates of BHGD and collectively the
"Borrowers".
GVI is a wholly owned subsidiary of BHGD. GHVP is a joint venture
partnership between BHGD and GVI, each as to an undivided one-half (1/2)
interest in the Gilpin Hotel Casino. BHJE is the owner and operator of The Lodge
Casino. BHGD owns 75% of The Lodge Casino.
On March 7, 1997, BHJE and Wells Fargo, as lender and agent bank,
established a credit facility in the maximum principal amount of $40,000,000
(the "BHJE Loan") under a Construction and Reducing Revolving Credit Agreement
by and between BHJE, as Borrower, and Wells Fargo, as lender and agent bank.
On or about April 24, 1998, BHGD, GVI and GHVP, as Borrowers, and Wells
Fargo, as lender and agent bank, established a reducing revolving credit
facility in the maximum principal amount of $20,000,000 (the "BHGD Loan") under
a Credit Agreement by and between BHGD, GVI and GHVP, as borrowers, and Wells
Fargo as a lender and agent bank.
BHJE, BHGD, GVI and GHVP desired to consolidate the BHJE Loan and BHGD
Loan and establish a revolving line of credit as co-borrowers. Wells Fargo and
the lenders were willing to establish a new four year credit facility in the
initial principal amount of $65,000,000, which included a subfacility for the
issuance of standby letters of credit in the maximum aggregate amount of
$10,000,000 and a swingline loan as a subfacility in the maximum aggregate
amount of $5,000,000.
Some of the more important terms of the Credit Agreement are as
follows:
(i) the facility under the Credit Agreement is a four
year reducing revolving commitment. Approximately
$47,000,000 was drawn down at closing to repay the
BHJE Loan, the BHGD Loan and pay related loan costs
and fees;
(ii) the facility presently bears interest at the rate of
approximately 8.25%
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(iii) beginning July 1, 2000, the maximum credit line
available will be reduced by $1,300,000 per quarter
until July 1, 2001 when it will be reduced by
$2,275,000 per quarter until July 1, 2002 when it
will be reduced by $3,250,000 per quarter until
maturity when the outstanding balance of the facility
will be due;
(iv) the Credit Agreement contains a number of affirmative
and negative covenants which, among other things,
requires the Borrowers to maintain certain financial
ratios and refrain from certain actions without Wells
Fargo's concurrence; and
(v) all of the assets of the Borrowers are pledged as
security for repayment of the credit facility. The
Credit Agreement also contains customary events of
default provisions.
Reference is made to Item 7 hereof under which the Credit Agreement is
filed. The foregoing summary is qualified in its entirety to such Credit
Agreement.
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Item 7. Financial Statements and Exhibits.
(a) The following is filed as an exhibit herewith:
Exhibit No. Description
99.10A Credit Agreement
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SIGNATURES
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 thereunto duly authorized.
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ Stephen R. Roark
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Stephen R. Roark, President
Date: April 28, 1999
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INDEX TO EXHIBIT
Exhibit
Number Description
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99.10A Credit Agreement