Red Rock Resorts, Inc. (NASDAQ:RRR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Indenture
On September21, 2017, Station Casinos LLC (the “Company”) issued $550 million aggregate principal amount of 5.000% Senior Notes due 2025 (the “Notes”) to an indenture, dated as of September21, 2017 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as Trustee. Interest on the Notes will be paid every six months in arrears on April1 and October1, commencing April1, 2018.
The Notes and the guarantees are the Company’s and the Guarantors’ general senior unsecured obligations. The Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the Guarantors’ future subordinated debt. The Notes and the guarantees are effectively junior to any of the Company’s and the Guarantors’ existing and future debt that is secured by senior or prior liens on the collateral, including indebtedness under the Company’s existing credit facility and other secured debt permitted to be incurred to the terms of the Indenture governing the Notes, to the extent of the value of the collateral securing such obligations. The Notes and the guarantees are structurally subordinated to all existing and future liabilities of the Company’s subsidiaries that do not guarantee the Notes.
On or after October1, 2020, the Company may redeem all or a portion of the Notes upon not less than 30 nor more than 60days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on October1 of the years indicated below:
|
Year |
Percentage | |
| 102.500 | % | |
| 101.250 | % | |
|
2022 and thereafter |
100.000 | % |
If the Company experiences certain change of control events (as defined in the Indenture governing the Notes), it must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.
If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the Notes at 50% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.
The Indenture governing the Notes contains certain covenants limiting, among other things, the Company’s and its restricted subsidiaries’ ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:
| • | pay dividends or distributions (other than customary tax distributions) or make certain other restricted payments or investments; |
| • | incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the Notes or the guarantees; |
| • | transfer and sell assets; |
| • | merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of our assets; |
| • | enter into certain transactions with affiliates; |
| • | engage in lines of business other than its core business and related businesses; and |
| • | create restrictions on dividends or other payments by our restricted subsidiaries. |
These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture governing the Notes. The Indenture governing the Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Notes to be declared due and payable.
The foregoing description is qualified in its entirety by reference to the full text of the Indenture governing the Notes, filed as Exhibit 4.1 hereto and incorporated by reference herein.
Credit Facility Amendment
On September21, 2017 (the “Fourth Amendment Effective Date”), the Company, Red Rock Resorts, Inc., Station Holdco LLC, the guarantor subsidiaries of the Company, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and lenders party to that certain Credit Agreement dated as of June8, 2016 (the “Credit Agreement”) entered into the Incremental Joinder Agreement No.4 and Fourth Amendment to Credit Agreement (the “Amendment”) to which the Credit Agreement was amended to, among other things, (a)extend the maturity date under each of the term A loan facility and the revolving credit facility by one year to June8, 2022; (b)set the Company’s required quarterly principal payments on the term A-3 facility loan in an amount equal to approximately $3.4 million, payable on the last day of each fiscal quarter beginning on December31, 2017; (c)increase the outstanding amount of the term A-3 facility loans to approximately $272.5 million, (d)increase the outstanding borrowing availability of the revolving credit facility to approximately $781.0 million and (e)modify the requirements that the Company maintain throughout the term of the Credit Agreement and measured at the end of each fiscal quarter, a maximum consolidated total leverage ratio of not more than (i)6.50 to 1.00 for the first fiscal quarter ending after the Fourth Amendment Effective Date through the fiscal quarter ending December31, 2018, (ii)6.25 to 1.00 for the fiscal quarter ending March31, 2019, (iii)6.00 to 1.00 for the fiscal quarter ending June30, 2019 through the fiscal quarter ending September30, 2019, (iv)5.75 to 1.00 for the fiscal quarter ending December31, 2019 through the fiscal quarter ending March31, 2020, (v)5.50 to 1.00 for the fiscal quarter ending June30, 2020 through the fiscal quarter ending September30, 2020 and (vi)5.25 to 1.00 the fiscal quarter ending December31, 2020 and each fiscal quarter thereafter.
The Company intends to use the net proceeds from the issuance of the Notes and the Incremental Term A-3 Facility Loans to (a)repay the Company’s outstanding 7.50% Senior Notes due 2021, (b)repay outstanding revolving loans under the Revolving Facility to the extent of available proceeds, (c)pay fees and expenses in connection with the offering and the credit facility amendment and (d)for general corporate purposes.
The foregoing description is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 1.01 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The in Item 1.01 is incorporated by reference into this Item 1.01.
| Item 1.01. | Financial Statements and Exhibits |
(d) Exhibits
The following material is being furnished as an exhibit to this Current Report on Form 8-K.
|
ExhibitNumber |
Description |
| 4.1 | Indenture dated as of September21, 2017 among Station Casinos LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. |
| 10.1 | Incremental Joinder Agreement No. 4 and Fourth Amendment to Credit Agreement dated as of September 21, 2017 among Station Casinos LLC, the guarantor subsidiaries party thereto, Red Rock Resorts, Inc. Station Holdco LLC, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the lenders party thereto. |
Station Casinos LLC ExhibitEX-4.1 2 d461704dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 STATION CASINOS LLC THE GUARANTORS named herein and WELLS FARGO BANK,…To view the full exhibit click here
About Red Rock Resorts, Inc. (NASDAQ:RRR)
Red Rock Resorts, Inc. is a gaming, development and management company. The Company’s segments include Las Vegas operations, Native American management, and Corporate and other. The Las Vegas operations segment includes all of its Las Vegas area casino properties and the Native American management segment includes its Native American management arrangements. It provides gaming and entertainment for residents of the Las Vegas regional market and visitors. Its Las Vegas portfolio includes approximately 10 gaming and entertainment facilities and over 10 smaller casinos, offering approximately 20,300 slot machines, over 350 table games and approximately 4,750 hotel rooms. The Company offers a range of gaming and non-gaming entertainment options. It also controls over seven gaming-entitled development sites consisting of approximately 398 acres in Las Vegas and Reno, Nevada. The Company manages and owns interest in Station Casinos LLC, which is the provider of gaming and entertainment.