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EX-10.1 - EX-10.1 - GOLDEN ENTERTAINMENT, INC.gden-ex101_6.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 11, 2018

Golden Entertainment, Inc.

 

(Exact name of registrant as specified in its charter)

 

Minnesota

 

000-24993

 

41-1913991

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

6595 S Jones Blvd., Las Vegas, Nevada

 

89118

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (702) 893-7777

Not Applicable

 

(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:

 

[  ]  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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 


 

Item 1.01

Entry into a Material Definitive Agreement

 

On June 11, 2018, Golden Entertainment, Inc. (the “Company”) entered into the Incremental Joinder Agreement No. 1 (the “Incremental Joinder”), by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”). The Incremental Joinder relates to that certain First Lien Credit Agreement, dated as of October 20, 2017, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto, the Agent, JPMorgan Chase Bank, N.A., as collateral agent, and the other parties thereto, with respect to a $900 million senior secured first lien credit facility (consisting of $800 million in term loans and a $100 million revolving credit facility) (the “First Lien Facility”). The Incremental Joinder provides for an increase in the size of the revolving credit facility under the First Lien Facility from $100 million to $140 million.  

 

The revolving credit facility under the First Lien Facility matures on October 20, 2022, and the term loans under the First Lien Facility mature on October 20, 2024. As of March 31, 2018, the Company’s weighted-average interest rate under the First Lien Credit Facility was 4.58%. The commitment fee for the revolving credit facility is payable quarterly at a rate of between 0.375% and 0.50%, depending on the Company’s net leverage ratio, and is accrued based on the average daily unused amount of the available revolving commitment. Borrowings under the First Lien Facility are guaranteed by each of the Company’s existing and future wholly owned domestic subsidiaries (other than certain insignificant or unrestricted subsidiaries), and are secured by substantially all of the present and future assets of the Company and the guarantors (subject to certain exceptions). Under the First Lien Facility, the Company and its restricted subsidiaries are subject to certain customary limitations, as described in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.

 

Certain of the lenders under the First Lien Facility, and their respective affiliates, may in the future perform for the Company and its affiliates various commercial banking, investment banking, financial advisory or other services, for which they have received and/or may in the future receive customary compensation and expense reimbursement. In addition, Credit Suisse AG, Cayman Islands Branch, a lender under the First Lien Facility, also serves as administrative agent and collateral agent under the Company’s $200 million senior secured second lien term loan facility (the “Second Lien Facility”), and the Agent is a lender under the Second Lien Facility.  

 

The foregoing description of the Incremental Joinder does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information set forth in Item 1.01 above is incorporated herein by reference.

 


 

 

 

Item 9.01 Financial Statements and Exhibits.

 

 

(d)Exhibits

 


 

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 thereunto duly authorized.

 

 

GOLDEN ENTERTAINMENT, INC.

(Registrant)

 

Date: June 11, 2018

/s/ Charles H. Protell

 

Name:

Charles H. Protell

 

Title:

Executive Vice President, Chief Strategy Officer and Chief Financial Officer