Boyd Gaming Corporation (NYSE:BYD) Files An 8-K Entry into a Material Definitive Agreement

Boyd Gaming Corporation (NYSE:BYD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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Exhibits and schedules have been omitted to Item601(b)(2) of Regulation S-K. Boyd hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

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Important Information Regarding Forward-Looking Statements

This Current Report on Form 8-K contains, or may contain, forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “continue,” “pursue,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding the transactions contemplated by the Agreement and Plan of Merger, Boyd’s expectations regarding the timing of closing, the potential benefits to be achieved from the acquisition of Valley Forge, including expectations with respect to EBITDA, or free cash flow, expectations regarding the acquisition to be cash flow positive and accretive to Boyd’s earnings, the expected cost synergies, and any statements or assumptions underlying any of the foregoing. These forward-looking statements are based upon the current beliefs and expectations of management and involve certain risks and uncertainties, including (without limitation) the possibility that the Merger will not close on the expected terms (or at all), or that Boyd is unable to successfully integrate the acquired assets or realize the expected synergies or that Valley Forge will be cash flow positive or accretive to Boyd’s earnings as anticipated; litigation, antitrust matters or the satisfaction or waiver of any of the closing conditions that could delay or prevent the closing; and changes to the financial conditions of the parties, or the credit markets, or the economic conditions in the areas in which they operate. Additional factors are discussed in “Risk Factors” in Boyd’s Annual Report on Form 10-K for the year ended December31, 2016, and in Boyd’s other current and periodic reports filed from time to time with the Securities and Exchange Commission. All forward-looking statements in this current report are made as of the date hereof, based on information available to Boyd as of the date hereof, and Boyd assumes no obligation to update any forward-looking statement.

EX-2.1 2 d484084dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of December 20,…
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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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