Item 1.01. Conclusion of a significant definitive agreement.
At March 2, 2022 (the “Closing Date”), Boyd Gaming Corporation (the “Company”) entered into this Credit Agreement (the “New Credit Agreement”) between the Company, certain direct and indirect subsidiaries of the Company as guarantors (the “Guarantors”), Bank of America, North America., as administrative agent, guarantee agent and issuer of letters of credit, Wells Fargo Bank, National Association, as principal lender, and certain other financial institutions that are party to it as lenders. The New Credit Agreement replaces this third amended and restated Credit Agreement (as amended, the “Previous Credit Agreement”), dated August 14, 2013among the company, Bank of America, North America., as administrative agent and issuer of letters of credit, Wells Fargo Bank, National Associationas principal lender, and certain other financial institutions that are party to it as lenders.
The New Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the “Revolving Credit Facility”) and (ii) a
$880.0 million Senior Secured Term Loan A (the “Term Loan A”). The Revolving Credit Facility and Term Loan A mature on the fifth anniversary of the Closing Date (or earlier if certain events occur or not). Term Loan A was fully funded at the closing date. Proceeds from the new credit agreement were used to refinance all outstanding obligations under the prior credit agreement and to fund transaction costs related to the new credit agreement and may be used for working capital and other general business purposes.
The new credit agreement includes an accordion clause which allows to enter into one or more new tranches of revolving credit commitments or term loans and to increase the revolving credit facility and term loans A by an amount total up to the sum of (i) $1,000.0 million(ii) the amount of certain voluntary prepayments of the Company’s senior secured debt and (iii) the maximum amount of additional commitments which, after taking them into account, would not result in the net leverage ratio of Consolidated Senior Lien (as defined in the New Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to satisfaction of certain conditions.
Pursuant to the terms of the New Credit Agreement (i) loans under Term Loan A will be amortized at an annual amount equal to 5.00% of their original principal amount, commencing on June 30, 2022payable quarterly, and (ii) commencing with the fiscal year ending December 31, 2021the Company will be required to use a portion of its annual excess cash flow to prepay outstanding loans under the New Credit Agreement if the Total Consolidated Net Leverage Ratio (as defined in the New Credit Agreement) exceeds certain thresholds defined in the new credit agreement. OK.
The interest rate on the outstanding balance of the Revolving Credit Facility and Term Loan A from time to time is based, at the option of the Company, on either: (i) a rate based on the secured funding rate at day-to-day (“SOFR”) administered by the Federal Reserve Bank of New York or (iii) the base rate, in each case, plus an applicable margin. This applicable margin is a percentage per annum determined in accordance with a specified pricing schedule based on the total consolidated net leverage ratio and ranges from 1.25% to 2.25% (if using SOFR) and 0.25% at 1.25% (if you use the prime rate). A fee of a percentage per annum (which varies from 0.20% to 0.35% determined in accordance with a specified pricing schedule based on the consolidated total net leverage ratio) will be payable on unused portions of the credit facility renewable. SOFR-based rates will be determined based, at the Company’s discretion, on (i) a forward-looking SOFR forward rate administered by CME Group Benchmark Administration Limited or any successor administrator, and on the basis of interest periods of one, three or six months or any other interest period less than or equal to twelve months subject to the consent of the lenders and the administrative agent, or ( (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set out in the new credit agreement. The “base rate” under the new credit agreement is the greater of (x) Bank of America publicly announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one month interest period plus 1.00%.
Amounts unpaid under the New Credit Agreement may be prepaid without premium or penalty, and the unused portion of the covenants may be terminated without penalty, subject to certain conditions.
The New Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis, (ii) requiring the maintenance a maximum consolidated total net leverage ratio on a quarterly basis, (iii) imposing limits on indebtedness and liens, (iv) imposing limits on transfers, sales and other dispositions and (v) imposing restrictions on investments, dividends and certain other payments. Subject to certain exceptions, the Company may be required to repay amounts outstanding under the New Credit Agreement in connection with certain asset sales and the issuance of certain unauthorized additional debt or refinancing.
The description of the New Credit Agreement in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the New Credit Agreement, a copy of which is filed as Schedule 10.1 hereto and is incorporated herein by reference.
Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the attached Section 1.01 is incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
10.1 Credit Agreement, dated as of March 2, 2022, among the Company, the
Guarantors, Bank of America, N.A., as administrative agent, collateral
agent and letter of credit issuer, Wells Fargo Bank, National
Association as swingline lender, and certain other financial
institutions party thereto as lenders.
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