Eldorado Resorts, Inc. (NASDAQ:ERI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| EntryIntoaMaterialDefinitiveAgreement |
On April17, 2017, Eagle II Acquisition Company LLC (Eagle II), a
wholly-owned subsidiary of Eldorado Resorts, Inc., a Nevada
corporation (the Company), entered into a new Credit Agreement by
and among Eagle II, as initial borrower, JPMorgan Chase Bank,
N.A., as administrative agent, and the lenders party thereto
dated as of April17, 2017 (the New Credit Facility), consisting
of a $1.45billion term loan facility (the New Term Loan Facility)
and a $300million revolving credit facility (the New Revolving
Credit Facility).
The proceeds of the New Term Loan Facility initially will be
placed in escrow pending satisfaction of certain conditions,
including consummation of the Companys pending acquisition (the
Acquisition) of Isle of Capri Casinos, Inc. (Isle). The New
Revolving Credit Facility was undrawn as of the closing date of
the New Credit Facility. The Company intends to apply the net
proceeds of the New Term Loan Facility and borrowings under the
New Revolving Credit Facility, together with the proceeds of the
6% Senior Notes due 2025 (the Notes) to an indenture, dated as of
March29, 2017, between EagleII and U.S. Bank, National
Association, as Trustee, and cash on hand, to (i)pay the cash
portion of the consideration payable in the Acquisition,
(ii)refinance all of the debt outstanding under Isles existing
credit facility, (iii)redeem or otherwise repurchase all of Isles
outstanding 5.875% Senior Notes due 2021 and 8.875% Senior
Subordinated Notes due 2020, (iv) repay all amounts outstanding
under the Companys existing credit facility and (v)pay fees and
costs associated with the Acquisition and such financing
transactions.
In connection with the Acquisition, the Company will assume (the
Assumption) EagleIIs obligations under the New Credit Facility.
Following the Assumption, the Company will be the borrower under
the New Credit Facility and the New Credit Facility will be
guaranteed by all of the Companys existing and future material
restricted subsidiaries and secured by pledges of all of the
equity interests in the Company and its material restricted
subsidiaries, a security interest in substantially all of the
personal property of the Company and the subsidiary guarantors,
and mortgages on the real property and improvements owned or
leased by certain of the Companys subsidiaries. Until the
consummation of the Acquisition, Eagle IIs obligations under the
New Credit Facility are secured by the cash proceeds of the New
Term Loan Facility under an escrow agreement to which Eagle II
deposited into an escrow account the proceeds of the New Term
Loan Facility plus an interest reserve, and the Company shall not
have any obligation in respect of the New Credit Facility.
The New Credit Facility shall be immediately repaid and all
commitments thereunder terminated in the event (x)the escrowed
funds have not been released in connection with the consummation
of the Acquisition on or prior to June19, 2017 or, if the
termination date under the merger agreement governing the
Acquisition has been extended, September18, 2017, (y) Eagle II
notifies the escrow agent that the Company cannot satisfy the
conditions of the New Credit Facility for release of the proceeds
of the New Term Loan Facility from the escrow or (z)Eagle II
fails to deposit amounts due into escrow.
The Companys obligations under the New Revolving Credit Facility
will mature on April17, 2022. The Companys obligations under the
New Term Loan Facility will mature on April17, 2024.The Company
will be required to make quarterly principal payments in an
amount equal to $3,625,000 on the New Term Loan Facility on the
last day of each fiscal quarter beginning on June30, 2017. In
addition, the Company will be required to make mandatory payments
of amounts outstanding under the New Credit Facility with the
proceeds of certain casualty events, debt issuances, and asset
sales and, depending on its consolidated total leverage ratio,
the Company may be required to apply a portion of its excess cash
flow to repay amounts outstanding under the New Credit Facility.
The interest rate per annum applicable to loans under the New
Revolving Credit Facility are, at our option, either (i)LIBOR
plus a margin ranging from 1.75% to 2.50% or (ii)a base rate plus
a margin ranging from 0.75% to 1.50%, which margin will be based
on our total leverage ratio. The interest rate per annum
applicable to the loans under the New Term Loan Facility will be,
at our option, either (i)LIBOR plus 2.25%, or (ii)a base rate
plus 1.25%; provided, however, that in no event will LIBOR be
less than zero or the base rate be less than 1.00% over the term
of the New Term Loan Facility or the New Revolving
Credit Facility. Additionally, we will be subject to fees on the
unused portion of the New Revolving Credit Facility. The initial
margin applicable to the New Revolving Credit Facility for LIBOR
loans and base rate loans is expected to be 2.25% and 1.25%,
respectively.
The New Credit Facility contains a number of customary covenants
that, among other things, restrict, subject to certain
exceptions, the Companys ability and the ability of the
subsidiary guarantors to incur debt; create liens on collateral;
engage in mergers, consolidations or asset dispositions; pay
dividends or make distributions; make investments, loans or
advances; engage in certain transactions with affiliates or
subsidiaries; or modify their lines of business.
The New Credit Facility also includes certain financial
covenants, including the requirements that the we maintain
throughout the term of the New Credit Facility and measured as of
the end of each fiscal quarter, and solely with respect to loans
under the New Revolving Credit Facility, a maximum consolidated
total leverage ratio of not more than 6.50 to 1.00 for the period
beginning on the closing date and ending with the fiscal quarter
ending December31, 2018, 6.00 to 1.00 for the period beginning
with the fiscal quarter ending January1, 2019 and ending with the
fiscal quarter ending December31, 2019, and 5.50 to 1.00 for the
period beginning with the fiscal quarter ending January1, 2020
and thereafter. The Company will also be required to maintain an
interest coverage ratio in an amount not less than 2.00 to 1.00
measured on the last day of each fiscal quarter beginning on the
closing date, and ending with the fiscal quarter ending
December31, 2018, 2.50 to 1.00 for the period beginning with the
fiscal quarter ending January1, 2019 and ending with the fiscal
quarter ending December31, 2019, and 2.75 to 1.00 for the period
beginning with the fiscal quarter ending January1, 2020 and
thereafter.
The New Credit Facility contains a number of customary events of
default, including, among others, for the non-payment of
principal, interest or other amounts, the inaccuracy of certain
representations and warranties, the failure to perform or observe
certain covenants, a cross default to our other indebtedness
including the Notes, certain events of bankruptcy or insolvency;
certain ERISA events, the invalidity of certain loan documents,
certain changes of control and the loss of certain classes of
licenses to conduct gaming. If any event of default occurs, the
lenders under the New Credit Facility would be entitled to take
various actions, including accelerating amounts outstanding
thereunder and taking all actions permitted to be taken by a
secured creditor.
The foregoing description is qualified in its entirety by
reference to the full text of the New Credit Facility, filed as
Exhibit10.1 hereto and incorporated by reference herein.
| Item2.03. | Creation of a Direct Financial Obligation |
The information set forth under Item 1.01 above is incorporated
by reference herein.
| Item9.01. | FinancialStatementsandExhibits. |
| (d) | Exhibits: |
|
Exhibit No. |
Description |
|
| 10.1 |
Credit Agreement, dated as of April17, 2017, by and among Eagle II Acquisition Company LLC, a Delaware limited liability company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. |
About Eldorado Resorts, Inc. (NASDAQ:ERI)
Eldorado Resorts, Inc. (ERI) is a gaming and hospitality company. The Company owns and operates gaming facilities located in Ohio, Louisiana, Nevada, Pennsylvania and West Virginia. The Company’s segments include Nevada, Louisiana and Eastern. The Company owns and operates various properties, such as Eldorado Resort Casino Reno, which is a 814-room hotel, casino and entertainment facility; Silver Legacy Resort Casino, which is a 1,711-room themed hotel and casino; Circus Circus Reno, which is a 1,571-room hotel-casino and entertainment complex; Eldorado Resort Casino Shreveport, which is a 403-room, all suite art deco-style hotel and tri-level riverboat dockside casino; Mountaineer Casino, Racetrack & Resort, which is a 354-room resort with a casino and live thoroughbred horse racing; Presque Isle Downs & Casino, which is a casino and live thoroughbred horse racing facility with slot machines, table games and poker located in Erie, Pennsylvania, and Eldorado Gaming Scioto Downs. Eldorado Resorts, Inc. (NASDAQ:ERI) Recent Trading Information
Eldorado Resorts, Inc. (NASDAQ:ERI) closed its last trading session up +0.20 at 18.70 with 265,477 shares trading hands.