Boyd Gaming Corporation (NYSE:BYD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On December 15, 2016, Boyd Gaming Corporation (the Company),
certain of its subsidiaries and the trustee to the Notes (as
defined below) entered into a (i) second supplemental indenture to
the indenture governing the Companys 6.875% Senior Notes due 2023
(the 2023 Notes) and (ii) first supplemental indenture to the
indenture governing the Companys 6.375% Senior Notes due 2026 (the
2026 Notes, and, together with the 2023 Notes, the Notes). The
supplemental indentures were entered into to add the following
subsidiaries as guarantors to the Notes: Boyd Acquisition I, LLC,
Boyd Acquisition II, LLC, Peninsula Gaming, LLC, Belle of Orleans,
L.L.C., Diamond Jo, LLC, Diamond Jo Worth, LLC, Kansas Star Casino,
LLC, and The Old Evangeline Downs, L.L.C.
certain of its subsidiaries and the trustee to the Notes (as
defined below) entered into a (i) second supplemental indenture to
the indenture governing the Companys 6.875% Senior Notes due 2023
(the 2023 Notes) and (ii) first supplemental indenture to the
indenture governing the Companys 6.375% Senior Notes due 2026 (the
2026 Notes, and, together with the 2023 Notes, the Notes). The
supplemental indentures were entered into to add the following
subsidiaries as guarantors to the Notes: Boyd Acquisition I, LLC,
Boyd Acquisition II, LLC, Peninsula Gaming, LLC, Belle of Orleans,
L.L.C., Diamond Jo, LLC, Diamond Jo Worth, LLC, Kansas Star Casino,
LLC, and The Old Evangeline Downs, L.L.C.
The foregoing description of the supplemental indentures is
qualified in its entirety by reference to the terms of such
supplemental indentures, which are attached hereto as Exhibit 4.1,
with respect to the supplemental indenture to the 2023 Notes, and
4.2, with respect to the supplemental indenture to the 2026 Notes,
and incorporated herein by reference.
qualified in its entirety by reference to the terms of such
supplemental indentures, which are attached hereto as Exhibit 4.1,
with respect to the supplemental indenture to the 2023 Notes, and
4.2, with respect to the supplemental indenture to the 2026 Notes,
and incorporated herein by reference.
The indenture and the first supplemental indenture governing the
2023 Notes, which describe the terms of such notes, were included
as Exhibits 4.1 and 4.2 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission (the SEC) on May
21, 2015, and the indenture governing the 2026 Notes, which
describes the terms of such notes, was included as Exhibit 4.1 to
the Companys Current Report on Form 8-K filed with the SEC on March
29, 2016.
2023 Notes, which describe the terms of such notes, were included
as Exhibits 4.1 and 4.2 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission (the SEC) on May
21, 2015, and the indenture governing the 2026 Notes, which
describes the terms of such notes, was included as Exhibit 4.1 to
the Companys Current Report on Form 8-K filed with the SEC on March
29, 2016.
Item 8.01. Other Events.
The Company is also filing this Current Report on Form 8-K to
update, as presented in Exhibit 99.1 hereto, the audited
consolidated financial statements and certain other items included
in the Companys Annual Report on Form 10-K for the year ended
December 31, 2015 to reflect the impact of the following events:
update, as presented in Exhibit 99.1 hereto, the audited
consolidated financial statements and certain other items included
in the Companys Annual Report on Form 10-K for the year ended
December 31, 2015 to reflect the impact of the following events:
|
|
On August 1, 2016, the Company completed the sale of its 50%
equity interest in Marina District Development Holding Co., LLC (MDDHC), the parent company of Borgata Hotel Casino Spa (Borgata), to MGM Resorts International (MGM), to the Purchase Agreement entered into on May 31, 2016, as amended on July 19, 2016, by and among the Company, Boyd Atlantic City, Inc., a wholly-owned subsidiary of the Company (Seller), and MGM. Accordingly, presentation of the Companys equity investment in Borgata and results of Borgata prior to its deconsolidation on September 30, 2014, are now being presented as discontinued operations for all periods presented. |
|
|
On September 2, 2016, the Peninsula Gaming, LLC, (Peninsula)
debt was refinanced, eliminating the financing structure that restricted the Companys ability to transfer cash from Peninsula to Boyd Gaming Corporation. As a result of the elimination of this restriction, the Company has concluded that the properties previously comprising the Peninsula segment have been aggregated into the Midwest and South reportable segment, and the Company has adjusted the presentation for all periods presented. |
|
|
On September 2, 2016, the Company notified the trustees of
the 2023 Notes and the 2026 Notes of the designation of the following additional subsidiaries as Restricted Subsidiaries: Boyd Acquisition I, LLC, Boyd Acquisition II, LLC, Peninsula Gaming, LLC, Belle of Orleans, L.L.C., Diamond Jo, LLC, Diamond Jo Worth, LLC, Kansas Star Casino, LLC, and The Old Evangeline Downs, L.L.C. The Company has reclassified the information for these entities from Non-Guarantor Subsidiaries (50% Owned) to Guarantor Subsidiaries for purposes of the condensed consolidating financial information in Note 17 to the Companys financial statements. |
In order to reflect the above, the Company has recast the following
portions of the Companys Annual Report on Form 10-K for the year
ended December 31, 2015 as reflected in exhibit 99.1 hereto:
portions of the Companys Annual Report on Form 10-K for the year
ended December 31, 2015 as reflected in exhibit 99.1 hereto:
|
|
Part II. Item 6, Selected Financial Data;
|
|
|
Part II. Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations; |
|
|
Part II. Item 7A, Quantitative and Qualitative Disclosures
About Market Risk; |
|
|
Part II. Item 8, Financial Statements and Supplementary Data
for the year ended December 31, 2015; and |
|
|
Part IV. Item 15, Exhibits, Financial Statement Schedules,
except that the exhibit index included in sub-Item (a)(3) is not impacted by this Current Report on Form 8-K other than (i) to replace Exhibit 12, Ratio of Earnings to Fixed Charges, with the updated exhibit of the same name included in Exhibit 99.1 hereto, and (ii) to remove Exhibit 99.2. |
The updated historical financial statements, and other conforming
changes to the Companys Annual Report on Form 10-K, described above
and as filed hereto as Exhibit 99.1 to this Current Report on Form
8-K, have been updated solely to include the retrospective
adjustments and new footnote disclosure. All other information
provided in the Form 10-K, unless otherwise provided
changes to the Companys Annual Report on Form 10-K, described above
and as filed hereto as Exhibit 99.1 to this Current Report on Form
8-K, have been updated solely to include the retrospective
adjustments and new footnote disclosure. All other information
provided in the Form 10-K, unless otherwise provided
in Exhibit 99.1 hereto, remains unchanged, and this Current Report
on Form 8-K does not modify or update the remaining disclosures in
the Form 10-K in any other way. You should read this Current Report
on Form 8-K in conjunction with our Annual Report on Form 10-K for
the year ended December 31, 2015, as well as our other filings with
the SEC.
on Form 8-K does not modify or update the remaining disclosures in
the Form 10-K in any other way. You should read this Current Report
on Form 8-K in conjunction with our Annual Report on Form 10-K for
the year ended December 31, 2015, as well as our other filings with
the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number
|
|
Description
|
|
4.1
|
|
Second Supplemental Indenture dated December 15, 2016
governing the Companys 6.875% senior notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. |
|
|
|
|
|
4.2
|
|
First Supplemental Indenture dated December 15, 2016
governing the Companys 6.375% senior notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. |
|
|
|
|
|
23.1
|
|
Consent of Deloitte Touche LLP
|
|
|
|
|
|
99.1
|
|
Part II. Item 6, “Selected Financial Data”, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” and Item 8 “Financial Statements and Supplementary Data” for the year ended December 31, 2015, and Part IV. Item 15, Exhibits, Financial Statement Schedules, except the exhibit index included in sub-Item (a)(3) of Item 15 other than as noted. |
|
|
|
|
|
|
The following materials from Boyd Gaming Corporation’s
Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (ii) Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements. * |
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 hereunto duly authorized.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Date:
|
December 20, 2016
|
Boyd Gaming Corporation
|
|
|
|
|
|
|
By:
|
/s/ Anthony D. McDuffie
|
|
|
|
Anthony D. McDuffie
|
|
|
|
Vice President and Chief Accounting Officer
|
EXHIBIT INDEX
|
Exhibit Number
|
|
Description
|
|
4.1
|
|
Second Supplemental Indenture dated December 15, 2016
governing the Companys 6.875% senior notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. |
|
|
|
|
|
4.2
|
|
First Supplemental Indenture dated December 15, 2016
governing the Companys 6.375% senior notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. |
|
|
|
|
|
23.1
|
|
Consent of Deloitte Touche LLP
|
|
|
|
|
|
99.1
|
|
Part II. Item 6, “Selected Financial Data”, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” and Item 8 “Financial Statements and Supplementary Data” for the year ended December 31, 2015, and Part IV. Item 15, Exhibits, Financial Statement Schedules, except the exhibit index included in sub-Item (a)(3) of Item 15 other than as noted. |
|
|
|
|
|
|
The following materials from Boyd Gaming Corporation’s
Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (ii) Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements. * |
|
*
|
|
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. Boyd Gaming Corporation (NYSE:BYD) Recent Trading Information
Boyd Gaming Corporation (NYSE:BYD) closed its last trading session down -0.10 at 20.69 with 603,346 shares trading hands.