Bally's Corp 8-K, filed Oct 9, 2020
Bally's Corp (BALY)
8-K
2020-10-09
For: 2020-10-06
View Original
Added on
April 11, 2026
About this 8-K
Bally's Corp filed this 8-K on October 9, 2020, reporting on events of October 6, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
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): October 6, 2020
________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices and Zip Code) | ||||||||||||||
________________________
(401 ) 475-8474
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12 (b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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.
Third Supplemental Indenture
On October 9, 2020, Twin River Worldwide Holdings, Inc. (the “Company”) issued $125 million aggregate principal amount of its 6.750% Senior Notes due 2027 (the “New Notes”) pursuant to a Third Supplemental Indenture, dated October 9, 2020 (the “Third Supplemental Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), to the Indenture, dated May 10, 2019 (as amended and supplemented, the “Base Indenture” and, together with the Third Supplemental Indenture, the “Indenture”), among the Company, the guarantors party thereto and the Trustee. The New Notes constitute an additional issuance of the Company’s existing 6.750% Senior Notes due 2027 and will be issued under the Indenture pursuant to which the Company previously issued $400 million in aggregate principal amount of 6.750% Senior Notes due 2027 (the “Existing Notes” and, together with the New Notes, the “Notes”). Immediately after giving effect to the issuance and sale of the New Notes, the Company will have $525 million in aggregate principal amount of 6.750% Senior Notes due 2027 outstanding. The New Notes were offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933 and will mature on June 1, 2027. Interest is payable in cash semi-annually on June 1 and December 1 of each year, beginning on June 1, 2020.
The Company may redeem some or all of the Notes at any time prior to June 1, 2022 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest. In addition, prior to June 1, 2022, the Company may redeem up to 40% of the original principal amount of the Notes with proceeds of certain equity offerings at a redemption price equal to 106.750% of the aggregate principal amount of such Notes plus accrued and unpaid interest. On or after June 1, 2022, the Company may redeem some or all of the Notes at the redemption prices set forth in the Indenture plus accrued and unpaid interest. The Notes are subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities.
The Indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1) incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5) create or incur liens, and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are subject to exceptions and qualifications set forth in the Indenture.
If the Company sells certain of its assets or experiences specific kinds of changes of control, the Company must offer to repurchase the Notes at a repurchase price equal to (1) par plus any accrued and unpaid interest in the case of an asset sale or (2) 101% of the aggregate principal amount thereof plus any accrued and unpaid interest in the case of a change of control.
The Indenture also contains customary events of default, including (1) failure to make required payments, (2) failure to comply with certain covenants, (3) failure to pay certain other indebtedness, (4) certain events of bankruptcy and insolvency, and (5) failure to pay certain judgments. An event of default under the Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes, as applicable, issued under such Indenture to accelerate the amounts due under the Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the Notes.
Amendment to Regulatory Agreement
On October 6, 2020, the Company and Rhode Island regulatory authorities amended their existing agreements to relax debt coverage ratio and capital expenditure requirements in light of COVID-related closures and curtailments. Under the amendments, in general, the Company can use 2019 results in the coverage ratio calculation if greater than 2020 results and capital expenditure commitments for 2020 may be carried over.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
| Exhibit No. | Description | |||||||
| 4.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| TWIN RIVER WORLDWIDE HOLDINGS, INC. | |||||||||||
| By: | /s/ Stephen H. Capp | ||||||||||
| Name: | Stephen H. Capp | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
Date: October 9, 2020
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 9, 2020, among Twin River Worldwide Holdings, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to herein, as amended and supplemented from time to time) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer, the Guarantors and the Trustee are party to an indenture dated as of May 10, 2019 (as amended and supplemented, the “Indenture”) relating to the Issuer’s 6.750% Senior Notes due 2027 (the “Existing Notes”);
WHEREAS, Sections 2.01(b), 2.02 and 4.09 of the Indenture provide that the Issuer may, from time to time and in accordance therewith, create and issue Additional Notes under the Indenture;
WHEREAS, the Issuer has duly authorized the issuance of Additional Notes and is, on the date hereof, issuing $125,000,000 in aggregate principal amount of its 6.750% Senior Notes due 2027 (the “New Notes” and, together with the Existing Notes, the “Notes”);
WHEREAS, Sections 9.01(9) of the Indenture provides that, without the consent of the Holders of any Notes, the Indenture may be amended or supplemented by the Issuer, the Guarantors and the Trustee to provide for the issuance of Additional Notes in accordance with the Indenture;
WHEREAS, the Issuer and the Guarantors are authorized to execute and deliver this Third Supplemental Indenture to provide for the issuance and guarantee of the New Notes;
WHEREAS, the Issuer has requested that the Trustee execute and deliver this Third Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to the execution and delivery of this Third Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Third Supplemental Indenture mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Third Supplemental Indenture on October 9, 2020 is $125,000,000.
3.Terms of New Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall:
a.be issued as part of the existing series of Existing Notes under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes
under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase;
b.be issued on October 9, 2020 (the “Issue Date”) and will accrue interest from June 1, 2020 to, but not including, the Issue Date;
c.be issuable in whole in the form of one or more Global Notes to be issued in the name of the Depositary nominee, Cede & Co., and held by the Trustee as Custodian for the Depositary and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Indenture; and
d.bear, in the case of New Notes sold under Rule 144A of the Securities Act, the CUSIP number of 90171V AA3 and ISIN of US90171VAA35, and, in the case of New Notes sold under Regulation S of the Securities Act, initially bear the CUSIP number of U88818 AB2 and ISIN of USU88818AB23, and after the 40-day distribution compliance period, will bear the CUSIP number of U88818 AA4 and ISIN of USU8818AA40.
4.No Recourse Against Others. No manager, managing director, director, officer, employee, incorporator or holder of any Equity Interests in the Issuer, any Subsidiary or any direct or indirect parent of the Issuer, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Additional Notes, the Third Supplemental Indenture, the Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Additional Notes, by accepting an Additional Note, waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Additional Notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
5.Ratification of Indenture; Third Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6.GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
7.Counterparts. This Third Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Third Supplemental Indenture may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Third Supplemental Indenture.
8.Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
9.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture, the Notes or the Additional Notes or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors. The Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof. In acting hereunder and with respect to the Notes, the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Indenture, including, without limitation, its right to be indemnified, are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as if set forth herein in full.
10.Miscellaneous. For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.
TWIN RIVER WORLDWIDE HOLDINGS, INC.
By: /s/ Craig Eaton
Name: Craig Eaton
Title: Executive Vice President, General Counsel and Secretary
UTGR, INC.
PREMIER ENTERTAINMENT BILOXI, LLC
PREMIER ENTERTAINMENT III, LLC
TWIN RIVER MANAGEMENT GROUP, INC.
TWIN RIVER – TIVERTON, LLC
JAMLAND, LLC
PREMIER FINANCE BILOXI CORP.
DOVER DOWNS, INC.
PREMIER ENTERTAINMENT BLACK HAWK, LLC
PREMIER ENTERTAINMENT VICKSBURG, LLC
IOC-KANSAS CITY, INC.
RAINBOW CASINO-VICKSBURG PARTNERSHIP, L.P.
each as a Guarantor
By: /s/ Craig Eaton
Name: Craig Eaton
Title: Executive Vice President, General Counsel and Secretary
[Signature Page to Third Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By: /s/ Laurel Casasanta
Name: Laurel Casasanta
Title: Vice President
[Signature Page to Third Supplemental Indenture]