GOLDEN ENTERTAINMENT, INC. (NASDAQ:GDEN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement
On June10, 2017, Golden Entertainment, Inc. (the Company or
Golden), entered into a Membership Interest Purchase Agreement
(the Purchase Agreement) with W2007/ACEP Managers Voteco, LLC,
(ACEP Voteco) and W2007/ACEP Holdings, LLC, (ACEP Holdings and,
together with ACEP Voteco, the Sellers), affiliates of Whitehall
Street Real Estate Fund 2007, a real estate private equity fund
managed by the Merchant Banking Division of Goldman Sachs Co.
LLC, to which the Company agreed to acquire all of the
outstanding equity interests (the Transaction) of American Casino
Entertainment Properties, LLC, a Delaware limited liability
company (American).
Under the terms of the Purchase Agreement, the aggregate
consideration to be paid by Golden for the Transaction is
$850million, consisting of $781million in cash and 4,046,494
shares of Golden common stock, subject to customary adjustments
set forth in the Purchase Agreement relating to the net working
capital and indebtedness of American, as of the closing of the
Transaction.
In connection with entering into the Purchase Agreement, on
June10, 2017 the Company entered into a debt financing commitment
letter (the Debt Commitment Letter) with JPMorgan Chase Bank,
N.A. (JPMorgan), Credit Suisse AG and Credit Suisse Securities
(USA) LLC (together, Credit Suisse), Macquarie Capital (USA) Inc.
and Macquarie Capital Funding LLC (together, Macquarie), and
Morgan Stanley Senior Funding, Inc. (Morgan Stanley and together
with JPMorgan, Credit Suisse and Macquarie, the Financing
Sources). to the Debt Commitment Letter the Company has obtained
debt financing commitments (Debt Commitments) from the Financing
Sources for (i)a senior secured first lien credit facility in an
aggregate principal amount of $900million comprised of (a)a term
loan facility of $800million and (b)a revolving credit facility
of $100million and (ii)a senior secured second lien credit
facility in an aggregate principal amount of $200million. The
aggregate proceeds of Debt Commitments (the Financing) will be
used by the Company (i)to pay the cash portion of the purchase
price, (ii)to pay fees and expenses incurred by the Company in
connection with the Transaction and (iii)to refinance the
Companys existing credit facility.
The Purchase Agreement provides that completion of the
Transaction is subject to the satisfaction or waiver of customary
closing conditions, including, among other things, (i)the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (ii)obtaining
applicable gaming authority approvals, and (iii)the absence of a
material adverse effect regarding American. The completion of the
transaction is not subject to a financing contingency.
The Purchase Agreement contains customary representations,
warranties and covenants related to American, the Company and the
Transaction. Between the date of the Purchase Agreement and the
completion of the Transaction, subject to certain exceptions, the
Company and American each agreed to operate their respective
businesses in all material respects in the ordinary course of
business consistent with past practice, and to use reasonable
best efforts to, among other things, preserve intact their
respective business relationships. The parties have agreed to use
reasonable best efforts to obtain the Financing and to obtain
necessary regulatory approvals, including the receipt of required
approvals of gaming authorities and the expiration of the waiting
period under the Hart-Scott-Rodino Act. The Company has agreed to
divest assets of American and/or Golden as may be required to
obtain any applicable regulatory approvals and to avoid the entry
of, or have vacated, any legal restraint or prohibition
preventing the consummation of the Transaction.
The Purchase Agreement includes customary termination provisions
for both the Company and the Sellers. The Sellers will be
entitled to receive a termination fee from the Company equal to
$20million in the event the Company fails to complete the
Transaction after the Companys conditions to closing have been
satisfied and the Companys failure to consummate the Transaction
is the result of a failure of
the Financing to be funded, or if the Purchase Agreement is
terminated as a result of a material uncured breach of the
Companys obligations to pursue the Financing. In addition,
following a termination each party will remain liable to the
other for any willful material breach of the provisions of the
Purchase Agreement. Both the Company and the Sellers have the
right to terminate the Purchase Agreement if the closing has not
occurred by January10, 2018, subject to the right of either party
to extend such date to March10, 2018 if all of the conditions to
closing the Transaction have been satisfied other than the
required approvals of gaming authorities and/or the expiration of
the waiting period under the Hart-Scott-Rodino Act.
In connection with the closing of the Transaction, the Company
and ACEP Holdings will enter into certain additional ancillary
agreements which are attached as exhibits to the Purchase
Agreement, including a stockholders agreement that will provide
for, among other things, a 90-day restriction on sales of Golden
common stock by Sellers (subject to certain exceptions) and a
standstill agreement, and a registration rights agreement with
respect to the shares of Golden common stock to be issued at the
closing and certain other customary agreements.
The foregoing summary of the material terms of the Purchase
Agreement and the Debt Commitment Letter is not complete and is
qualified in its entirety by reference to the Purchase Agreement
and the Debt Commitment Letter, which are attached hereto as
Exhibits 2.1 and 10.1, respectively, and the full text of the
Purchase Agreement and the Debt Commitment Letter is incorporated
herein by reference.
The representations, warranties and covenants of the parties
contained in the Purchase Agreement and the Debt Commitment
Letter are made solely for the benefit of the parties thereto. In
addition, such representations, warranties and covenants are
(i)made only for purposes of the Purchase Agreement and the Debt
Commitment Letter, (ii)qualified by confidential disclosures made
by the parties to each other in connection with the Purchase
Agreement and the Debt Commitment Letter, (iii)subject to
materiality qualifications contained in the Purchase Agreement
and the Debt Commitment Letter which may differ from what may be
viewed as material by investors, (iv)made only as of the date of
the Purchase Agreement and the Debt Commitment Letter or such
other date as is specified in the Purchase Agreement or the Debt
Commitment Letter and (v)included in the Purchase Agreement and
the Debt Commitment Letter for the purpose of allocating risk
between the contracting parties rather than establishing matters
as facts. Accordingly, the Purchase Agreement and the Debt
Commitment Letter are included with this filing only to provide
investors with information regarding the terms of the Purchase
Agreement and the Debt Commitment Letter, and not to provide
investors with any other factual information regarding the
parties or their respective businesses. Investors should not rely
on the representations, warranties or covenants, or any
descriptions thereof, as characterizations of the actual state of
facts or condition of the parties or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Purchase Agreement and the Debt Commitment
Letter, which subsequent information may or may not be fully
reflected in the parties public disclosures. The Purchase
Agreement and the Debt Commitment Letter should not be read
alone, but should instead be read in conjunction with the other
information regarding the parties, the Transaction and other
documents that the parties will file with the U.S. Securities and
Exchange Commission.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements regarding future events, including statements
regarding the proposed transaction and the ability to consummate
the proposed transaction, that are subject to the safe harbors
created under the Securities Act of 1933 and the Securities
Exchange Act of 1934. Forward-looking statements can generally be
identified by the use of words such as anticipate, believe,
continue, could, estimate, expect, forecast, intend, may, plan,
project, potential, seek, should, think, will, would and similar
expressions, or they may use
future dates. Forward-looking statements in this report include,
without limitation statements regarding: the planned completion
of the Transaction; the Companys plans, objectives, expectations
and intentions; and the expected timing of completion of the
Transaction. It is important to note that the Companys goals and
expectations are not predictions of actual performance. These
forward-looking statements are subject to assumptions, risks and
uncertainties that may change at any time, and readers are
therefore cautioned that actual results could differ materially
from those expressed in any forward-looking statements. Factors
that could cause actual results to differ include, among other
things: the ability to obtain required regulatory approvals for
the Transaction (including the approval of gaming and antitrust
authorities necessary to complete the Transaction), the timing of
obtaining such approvals and the risk that such approvals may
result in the imposition of conditions that could materially
adversely affect the Company, American and the expected benefits
of the Transaction; the risk that a condition to closing of the
Transaction may not be satisfied on a timely basis or at all, the
failure of the Transaction to close for any other reason and the
risk of liability to the Company in connection therewith; access
to available financing (including financing for the acquisition)
on a timely basis and on reasonable terms; the effects of
disruption caused by the Transaction making it more difficult for
the Company to execute its operating plan effectively or to
maintain relationships with employees, vendors and other business
partners; failure to realize the anticipated cost savings,
synergies and other benefits of the Transaction, and other
acquisition transactions; stockholder litigation in connection
with the Transaction; the Companys ability to successfully
integrate Americans businesses and other acquired businesses;
changes in national, regional and local economic, political and
market conditions; legislative and regulatory matters (including
the cost of compliance or failure to comply with applicable laws
and regulations); increases in gaming taxes and fees in the
jurisdictions in which the Company operates; litigation;
increased competition; the Companys ability to renew its
distributed gaming contracts; reliance on key personnel
(including our Chief Executive Officer, Chief Operating Officer
and Chief Strategy and Financial Officer); the level of the
Companys indebtedness and the Companys ability to comply with
covenants in its debt facilities; terrorist incidents; natural
disasters; severe weather conditions; the effects of
environmental and structural building conditions; the effects of
disruptions to the Companys information technology and other
systems and infrastructure; factors affecting the gaming,
entertainment and hospitality industries generally; and other
risks and uncertainties discussed in the Companys filings with
the SEC, including the Risk Factors section of the Companys
Annual Report on Form 10-K for the year ended
December31, 2016. The Company undertakes no obligation to update
any forward-looking statements as a result of new information,
future developments or otherwise. All forward-looking statements
in this report are qualified in their entirety by this cautionary
statement.
Item9.01
Financial Statements and Exhibits.
| (d) | Exhibits |
| 2.1* |
Membership Interest Purchase Agreement, dated as of June10, 2017, by and among Golden Entertainment, Inc., W2007/ACEP Managers Voteco, LLC, and W2007/ACEP Holdings, LLC. |
| 10.1 |
Commitment Letter, dated as of June10, 2017, from JPMorgan Chase Bank, N.A., Credit Suisse AG, Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc., Macquarie Capital Funding LLC, and Morgan Stanley Senior Funding, Inc. |
| * |
Schedules have been omitted to Item 601(b)(2) of Regulation S-K, but a copy will be furnished to the Securities and Exchange Commission upon request. |
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.
|
GOLDEN ENTERTAINMENT, INC. (Registrant) |
||||
| Date: June12, 2017 |
/s/ Charles H. Protell |
|||
| Name: | Charles H. Protell | |||
| Title: |
Executive Vice President, Chief Strategy Officer and Chief Financial Officer |
EXHIBIT
INDEX
|
Exhibit Number |
Description |
|
| 2.1* |
Membership Interest Purchase Agreement, dated as of June10, 2017, by and among Golden Entertainment, Inc., W2007/ACEP Managers Voteco, LLC, and W2007/ACEP Holdings, LLC |
|
| 10.1 |
Commitment Letter, dated as of June10, 2017, from JPMorgan Chase Bank, N.A., Credit Suisse AG, Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc., Macquarie Capital Funding LLC, and Morgan Stanley Senior Funding, Inc. |
| * | Schedules have been omitted |
About GOLDEN ENTERTAINMENT, INC. (NASDAQ:GDEN)
Golden Entertainment, Inc., formerly Lakes Entertainment, Inc. is a gaming company. The Company focuses on distributed gaming, including tavern gaming, and casino and resort operations. The Company’s segments include Distributed Gaming, Casinos, and Corporate and Other. The Distributed Gaming segment involves the installation, maintenance and operation of gaming devices in certain non-casino locations, such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores, and the operation of traditional, branded taverns targeting local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. The Casinos segment includes the operations of Rocky Gap Casino Resort (Rocky Gap) in Flintstone, Maryland, and approximately three casinos in Pahrump, Nevada, including Pahrump Nugget Hotel Casino (Pahrump Nugget), Gold Town Casino, and Lakeside Casino & RV Park. Its tavern brands include PT’s Pub, PT’s Gold, PT’s Place, Sierra Gold and Sean Patrick’s.