Boyd Gaming Corporation (NYSE:BYD) Files An 8-K Completion of Acquisition or Disposition of Assets

Boyd Gaming Corporation (NYSE:BYD) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 that the Company had completed the acquisition (the “Acquisition”) of Ameristar Casino Kansas City, LLC (“Ameristar Kansas City”), the owner and operator of Ameristar Casino Hotel Kansas City; Ameristar Casino St. Charles, LLC (“Ameristar St. Charles”), the owner and operator of Ameristar Casino Resort Spa St. Charles; and Belterra Resort Indiana LLC (“Belterra Resort”), the owner and operator of Belterra Casino Resort located in Florence, Indiana, on October 15, 2018. Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and PNK (Ohio) LLC (“Belterra Park”), the owner and operator of Belterra Park, located in Cincinnati, Ohio, are collectively referred to as the “Acquired Companies”.

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The Acquisition was completed to Membership Interest Purchase Agreement (the “Purchase Agreement”) entered into on December 17, 2017, by and among Boyd, Boyd TCIV, LLC, a wholly owned subsidiary of Boyd (“Boyd Sub”), Penn National Gaming, Inc. (“Penn”), and, solely following the execution and delivery of a joinder to the Purchase Agreement, Pinnacle Entertainment, Inc. (“Pinnacle Entertainment”) and its wholly owned subsidiary, Pinnacle MLS, LLC, as amended as of January 29, 2018 (“Amendment No. 1”) and October 15, 2018 (“Amendment No. 2”).

Concurrently with the Acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd Sub (“Boyd PropCo”), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the “Belterra Park Real Property Sale”) utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. (“GLPI”), to an agreement, dated December17, 2017, by and between Penn, Gold Merger Sub, LLC, a wholly owned subsidiary of GLPI (“Gold Merger Sub”), Belterra Park, and Pinnacle Entertainment (the “Belterra Park Purchase Agreement”), and a Novation and Amendment Agreement, dated October15, 2018, by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment (the “Novation Agreement”). to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement.

The descriptions of the Purchase Agreement, Amendment No. 1, Amendment No. 2, the Belterra Park Purchase Agreement and the Novation Agreement found in this Form 8-K/A are not intended to be complete and are qualified in their entirety by reference to the Purchase Agreement, Amendment No. 1, Amendment No. 2, the Belterra Park Purchase Agreement and the Novation Agreement which were filed as Exhibit 2.1, Exhibit 2.2, Exhibit 2.3, Exhibit 2.4 and Exhibit 2.5, respectively, to the Initial Form 8-K.

This Form 8-K/A provides the financial statements and pro forma financial information as required by Item 9.01 of Form 8-K. No other modification to the Initial Form 8-K is being made by this Form 8-K/A. The information previously reported in or filed with the Initial Form 8-K is hereby incorporated by reference into this Form 8-K/A.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited combined balance sheet of the Acquired Companies as of December 31, 2017, the audited combined statements of operations, changes in members’ equity, and cash flows for the year ended December 31, 2017, and the notes thereto, are attached to this Form 8-K/A as Exhibit 99.1 and incorporated herein by reference.

Additionally, the unaudited condensed combined balance sheet of the Acquired Companies as of September 30, 2018, the unaudited condensed combined statements of operations for the three and nine months ended September 30, 2018, the unaudited condensed combined statement of cash flows for the nine months ended September 30, 2018, the unaudited condensed combined statement of changes in members’ equity for the nine months ended September 30, 2018, and the notes thereto, are attached to this Form 8-K/A as Exhibit 99.2 and incorporated herein by reference.

(b) Pro Forma Financial Information.

An unaudited pro forma condensed combined balance sheet as of September 30, 2018, unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the nine months ended September 30, 2018, and the notes thereto, reflecting the Acquisition, are attached to this Form 8-K/A as Exhibit 99.3 and incorporated herein by reference.

(d) Exhibits

Exhibit Number

Description

23.1

99.1

99.2

99.3

BOYD GAMING CORP Exhibit
EX-23.1 2 exhibit231byd8-kaconsent.htm EXHIBIT 23.1 Exhibit Exhibit 23.1 Consent of Independent AuditorsWe consent to the use of our report dated October 9,…
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About Boyd Gaming Corporation (NYSE:BYD)

Boyd Gaming Corporation is a multi-jurisdictional gaming company. The Company is an owner and operator of approximately 22 gaming entertainment properties located in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi. The Company’s segments include Las Vegas Locals; Downtown Las Vegas; Midwest and South, and Peninsula. It also owns and operates a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. As of March 31, 2016, the Company owned or managed 1,243,007 square feet of casino space, containing 29,736 slot machines, 757 table games and 11,391 hotel rooms. The Company’s properties include Gold Coast Hotel and Casino, The Orleans Hotel and Casino, Sam’s Town Hotel and Gambling Hall, Suncoast Hotel and Casino, and Eldorado Casino and Jokers Wild Casino. The Company also operates Aliante Casino + Hotel + Spa.

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