Attached files

file filename
EX-10.1 - EX-10.1 - Revel AC, Inc.d486891dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 12, 2013

 

 

Revel AC, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

333-183492   27-4853856

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

500 Boardwalk  
Atlantic City, New Jersey   08401
(Address of Principal Executive Offices)   (Zip Code)

(609) 572-6065

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2013, Revel AC, Inc. (the “Company”) entered into a fifth amendment (the “Fifth Amendment”) to the Credit Agreement, dated as of May 3, 2012 (as amended by that certain First Amendment to Credit Agreement, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 22, 2012, that certain Incremental Facility Amendment, dated as of August 27, 2012, that certain Second Amendment to Credit Agreement, dated as of December 20, 2012, that certain Third Amendment to Credit Agreement, dated as of January 30, 2013, and that certain Fourth Amendment to the Credit Agreement, dated as of February 5, 2013, the “Revolving Credit Agreement,” and as amended by the Fifth Amendment, the “Amended Revolving Credit Agreement”), among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto.

The Company continues to be required to maintain a sum of the unused revolving commitments plus the lesser of (1) $5,000,000 and (2) cash and cash equivalents (excluding cage cash and certain other escrow or blocked accounts) that is greater than the sum of the Minimum Liquidity Thresholds (as defined below) and certain reserves associated with amenities capital expenditures. The Fifth Amendment amends the Revolving Credit Agreement to change some of the Minimum Liquidity Thresholds and associated time periods. Pursuant to the Fifth Amendment “Minimum Liquidity Thresholds” means from December 20, 2012 through January 29, 2013, $75,000,000; from January 30, 2013 through February 8, 2013, $66,000,000; from February 9, 2013 through February 12, 2013, $59,000,000; from February 13, 2013 through February 19, 2013, $55,000,000; from February 20, 2013 through April 15, 2013, $50,000,000; from April 16, 2013 through May 15, 2013, $45,000,000; and from May 16, 2013 through July 1, 2013, $20,000,000.

The Fifth Amendment also amends the Revolving Credit Agreement to allow the issuance by JPMorgan Chase Bank, N.A. of up to a $9.5 million letter of credit in favor of a general contractor in lieu of utilization of a $9.5 million escrow as the source for payment of such general contractor.

The foregoing description is not complete and is qualified in its entirety by the Fifth Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.

Certain lenders and agents under the Amended Revolving Credit Agreement, and certain of their respective affiliates, have performed investment banking, commercial lending and advisory services for the Company and its affiliates, from time to time, for which they have received customary fees and expenses. These parties may, from time to time, engage in transactions with, and perform services for, the Company and its affiliates in the ordinary course of their business.

 

2


Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

  10.1 Fifth Amendment to Revolving Credit Agreement, dated as of February 12, 2013, among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto

 

3


SIGNATURES

Pursuant 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.

 

REVEL AC, INC.
By:  

            /s/ Alan Greenstein

  Name: Alan Greenstein
  Title: Senior Vice President, Chief Financial Officer and Treasurer

Date: February 19, 2013


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Fifth Amendment to Revolving Credit Agreement, dated as of February 12, 2013, among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto

 

5