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): July 18, 2014
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
1-32583 | 13-3391527 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
4670 S. Fort Apache Road, Suite 190 Las Vegas, Nevada |
89147 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 702-221-7800
___________________________________________________ (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 (17CFR 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.
Amendment to First Lien Credit Agreement
As of June 30, 2014, Full House Resorts, Inc. (the “Company”) entered into a Second Amendment to First Lien Credit Agreement (the “First Lien Amendment”) which amends certain provisions of the First Lien Credit Agreement dated as of June 29, 2012 (the “First Lien Credit Agreement”) between the Company, as borrower, the financial institutions from time to time listed therein (the “Lenders”) and Capital One, National Association as administrative agent for the Lenders, as L/C Issuer and as Swing Line Lender (each as defined in the First Lien Credit Agreement).
The First Lien Amendment generally provides changes and other modifications to the First Lien Credit Agreement to, among other things, revise certain financial ratio covenants as of June 30, 2014 and going forward through the term of the loan. The amendment also extends the time period for draws against the $10 million term loan associated with the hotel construction at Silver Slipper Casino to March 31, 2015.
A copy of the First Lien Amendment is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Amendment to Second Lien Credit Agreement
On July 18, 2014, the Company entered into an Amendment No. 2 to Second Lien Credit Agreement (the “Second Lien Amendment”) which amends certain provisions of the Second Lien Credit Agreement dated as of October 1, 2012 (the “Second Lien Credit Agreement”) between the Company, as borrower, the financial institutions from time to time listed therein (the “Second Lien Lenders”) and ABC Funding, LLC as administrative agent for the Second Lien Lenders.
The Second Lien Amendment generally provides changes and other modifications to the Second Lien Credit Agreement to, among other things, (i) revise certain financial ratio covenants as of June 30, 2014 and going forward through the term of the loan and (ii) to increase the interest rate by 1% to 14.25% for the remainder of the term of the loan.
A copy of the Second Lien Amendment is attached as Exhibit 10.3 to this Form 8-K 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 provided in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits | ||
Exhibit 10.1 | Second Amendment to First Lien Credit Agreement dated as of June 30, 2014 by and among Full House Resorts, Inc., as borrower, the Lenders named therein and Capital One, National Association, as administrative agent for the Lenders, as L/C Issuer and as Swing Line Lender. | ||
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Exhibit 10.2 | Acknowledgement of First Lien Guarantors dated as of June 30, 2014 made by Full House Subsidiary, Inc., Full House Subsidiary II, Inc., Gaming Entertainment (Indiana) LLC, Gaming Entertainment (Nevada) LLC, Stockman’s Casino, Silver Slipper Casino Venture LLC in favor of Capital One, National Association. | ||
Exhibit 10.3 | Amendment No. 2 to Second Lien Credit Agreement dated as of July 18, 2014 by and among Full House Resorts, Inc., as borrower, the Lenders named therein and ABC Funding, LLC, as administrative agent for the Lenders | ||
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.
Full House Resorts, Inc. | |
Date: July 21, 2014 | /s/ Deborah J. Pierce |
Deborah J. Pierce | |
Chief Financial Officer |
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Applicable Period
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Maximum Total Leverage Ratio
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||
June 30, 2014 through and including
September 29, 2014 |
4.75 to 1.00
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||
September 30, 2014 through and including December 30, 2014 |
5.50 to 1.00 | ||
December 31, 2014 through and including June 29, 2015 |
5.50 to 1.00 | ||
June 30, 2015 through and including
September 29, 2015 |
4.75 to 1.00
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||
September 30, 2015 through and including December 30, 2015 |
4.50 to 1:00 | ||
December 31, 2015 through and including March 30, 2016 |
4.25 to 1.00 | ||
March 31, 2016 and thereafter
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4.25 to 1.00
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Applicable
Period |
Maximum First
Lien Leverage Ratio |
|||
June 30, 2014 through and including
September 29, 2014 |
3.50 to 1.00
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|||
September 30, 2014 through and including December 30, 2014 |
3.50 to 1.00 | |||
December 31, 2014 through and including June 29, 2015 |
4.00 to 1.00 | |||
June 30, 2015 through and including
September 29, 2015 |
3.50 to 1.00
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|||
September 30, 2015 through and including December 30, 2015 |
3.25 to 1:00 | |||
December 31, 2015 through and including March 30, 2016 |
3.00 to 1.00 | |||
March 31, 2016 and thereafter
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3.00 to 1.00
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BORROWER:
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FULL HOUSE RESORTS, INC.,
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a Delaware corporation
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By: | /s/ Andre M. Hilliou | |||||
Name: | Andre M. Hilliou | |||||
Title: | Andre M. Hilliou, CEO | |||||
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ADMINISTRATIVE AGENT,
COLLATERAL TRUSTEE, L/C
ISSUER. SWING LINE LENDER
AND LENDER:
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CAPITAL ONE, NATIONAL ASSOCIATION, | |||||
By: | /s/ Ross S. Wales | |||||
Name: | Ross S. Wales | |||||
Title: | Sr. Vice President | |||||
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LENDERS:
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NEVADA STATE BANK
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By: | /s/ Jamie Gazza | |||||
Name: | Jamie Gazza | |||||
Title: | Vice President | |||||
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FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
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By: | /s/ Sharon Shipley | |||||
Name: | Sharon Shipley | |||||
Title: | Vice President | |||||
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TRUSTMARK NATIONAL BANK
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By: | /s/ Craig E. Sosebee | |||||
Name: | Craig E. Sosebee | |||||
Title: | First Vice President | |||||
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BANK OF NEVADA
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By: | /s/ Doron Joseph | |||||
Name: | Doron Joseph | |||||
Title: | Sr. Vice President | |||||
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Exhibit 10.2
ACKNOWLEDGMENT OF
FIRST LIEN GUARANTORS
THIS ACKNOWLEDGMENT OF FIRST LIEN GUARANTORS (this “Acknowledgment”), dated as of June 30, 2014, is made by FULL HOUSE SUBSIDIARY, INC., a Delaware corporation, FULL HOUSE SUBSIDIARY II, INC., a Nevada corporation, GAMING ENTERTAINMENT (INDIANA) LLC, a Nevada limited liability company, GAMING ENTERTAINMENT (NEVADA), LLC, a Nevada limited liability company, STOCKMAN’S CASINO, a Nevada corporation, SILVER SLIPPER CASINO VENTURE, LLC, a Delaware limited liability company, and each of the other entities which becomes a party hereto pursuant to Section 4.15 hereof (each a “Guarantor” and collectively, the “Guarantors”) in favor of CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Trustee for the Lender Parties (as defined in the Credit Agreement) (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
RECITALS
A. Each of the Guarantors is a direct or indirect wholly-owned subsidiary of the Borrower.
B. Full House Resorts, Inc., a Delaware corporation (the “Borrower”) has entered into that certain First Lien Credit Agreement, dated as of June 29, 2012 (as supplemented, modified, amended, extended or restated from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the lenders party thereto from time to time (collectively, the “Lender Parties”) pursuant to which the Lenders have agreed to extend loans and other financial accommodations to the Borrower for the purposes, and on the terms and subject to the conditions, set forth in the Credit Agreement. In addition, certain of the Lender Parties (as defined in the Credit Agreement) may, from time to time, enter into Rate Contracts with the Borrower. Capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Credit Agreement.
C. The Guarantors have entered into that certain First Lien Guaranty Agreement, dated as of June 29, 2012 (the “Guaranty Agreement”) pursuant to which the Guarantors have agreed to guaranty all of the obligations of the Borrower pursuant to the First Lien Credit Agreement.
D. The Borrower and Lender Parties have entered into a Second Amendment to First Lien Credit Agreement, dated the date hereof (the “Credit Agreement Amendment”) pursuant to which the Lenders have agreed to modify certain definitions and the financial covenants and to make certain other modifications to the Credit Agreement (collectively, the “Modifications”).
E. The Administrative Agent has also requested that the Guaranty Agreement be supplemented to accommodate certain changes in law regarding the guaranty of the obligations of the Borrower under Rate Contracts.
ACKNOWLEDGMENT, CONSENT AND AGREEMENT
NOW, THEREFORE, in consideration of the benefits to be obtained by the Borrower and Guarantors in connection with the Amendment, the undersigned Guarantors hereby acknowledge, consent and agree as follows:
1. | Consent and Acknowledgment. The undersigned Guarantors hereby consent to the Modifications and the Borrower’s execution of the Amendment, and (ii) acknowledge that their Guaranty Agreement remains in full force and effect (as supplemented below), and (iii) agree that all of Guarantors’ obligations under the Guaranty Agreement extend to all of the Guaranteed Obligations of the Borrower under and as defined in the Guaranty Agreement, as increased the Amendment | |
2. | Supplement to Guaranty Agreement. The undersigned Guarantors and Administrative Agent agree that the Guaranty Agreement is hereby supplemented by the addition of the following additional Section 2.11: | |
Section 2.11 Eligible Contract Participant. Notwithstanding anything to the contrary herein, no person | ||
that does not qualify as an Eligible Contract Participant (as defined in the Commodity Exchange Act, as amended) at the time any Rate Contract is entered into with the Administrative Agent or any Lender (or materially modified) shall be a guarantor of, or deemed a party to, such Rate Contract. Such exclusion shall have no effect on any other obligations of any such person under this Guaranty. |
[Signatures on following pages]
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IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of the date first above written.
GUARANTORS:
FULL HOUSE SUBSIDIARY, INC., a Delaware corporation
By: /s/ Deborah J. Pierce Name: Deborah J. Pierce Title: Treasurer
FULL HOUSE SUBSIDIARY II, INC., a Nevada corporation
By: /s/ Deborah J. Pierce Name: Deborah J. Pierce Title: Treasurer
GAMING ENTERTAINMENT (INDIANA) LLC, a Nevada limited liability company
By: Full House Resorts, Inc., a Delaware corporation, its Manager
By: /s/ Deborah J. Pierce Name: Deborah J. Pierce
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GAMING ENTERTAINMENT (NEVADA), LLC, a Nevada limited liability company
By: /s/ Deborah J. Pierce Name: Deborah J. Pierce Title: Treasurer
STOCKMAN'S CASINO, a Nevada corporation
By: /s/ Deborah J. Pierce Name: Deborah J. Pierce Title: Treasurer
SILVER SLIPPER CASINO VENTURE, LLC a Delaware limited liability company
By: Full House Resorts, Inc., a Delaware corporation, its Manager
By: /s/ Deborah J. Pierce Name: Deborah J. Pierce Title: Chief Financial Officer
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ACCEPTED AND AGREED TO:
CAPITAL ONE, NATIONAL ASSOCIATION, as
Administrative Agent
By: /s/ Ross S. Wales
Ross S. Wales
Senior Vice President
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SECTION I. AMENDMENTS TO CREDIT AGREEMENT
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1.1.
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Amendments to Section 1.01: Defined Terms.
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1.2.
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Amendment to Section 2.01(e). As of July 18, 2014, Section 2.01(e) of the Credit Agreement is hereby amended by replacing “13.25%” therein with “14.25%”.
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1.3.
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Amendment to Section 5.03.
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Applicable Period
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Maximum Total Leverage Ratio
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June 30, 2014 through and including September 29, 2014
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5.00 to 1.00
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September 30, 2014 through and
including December 30, 2014 December 31, 2014 through and
including March 30, 2015 March 31, 2015 through and
including June 29, 2015 June 30, 2015 through and including September 29, 2015
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5.75 to 1.00
5.75 to 1.00
5.75 to 1.00
5.00 to 1.00
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September 30, 2015 through and including December 30, 2015
December 31, 2015 through and
including March 30, 2016 March 31, 2016 and thereafter
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4.75 to 1:00
4.50 to 1.00
4.50 to 1.00
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Applicable
Period |
Maximum First
Lien Leverage Ratio |
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June 30, 2014 through and including September 29, 2014
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3.75 to 1.00
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September 30, 2014 through and including December 30, 2014
December 31, 2014 through and including March 30, 2015
March 31, 2015 through and
including June 29, 2015 June 30, 2015 through and including September 29, 2015
September 30, 2015 through and
including December 30, 2015 |
3.75 to 1.00
4.25 to 1.00
4.25 to 1.00
3.75 to 1.00
3.50 to 1:00
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December 31, 2015 through and
including March 30, 2016 March 31, 2016 and thereafter
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3.25 to 1.00
3.25 to 1.00
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SECTION II. CONDITIONS TO EFFECTIVENESS
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SECTION III. REPRESENTATIONS AND WARRANTIES
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SECTION IV. ACKNOWLEDGMENT AND CONSENT
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SECTION V. MISCELLANEOUS
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FULL HOUSE RESORTS, INC. | |||
By: | /s/ Andre M. Hilliou | ||
Name: Andre M. Hilliou | |||
Title: CEO |
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FULL HOUSE SUBSIDIARY, INC. | ||
By: /s/ Andre M. Hilliou
Name: Andre M. Hilliou, CEO
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FULL HOUSE SUBSIDIARY II, INC. | ||
By: /s/ Andre M. Hilliou
Name: Andre M. Hilliou, CEO
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GAMING ENTERTAINMENT (INDIANA) LLC | ||
By: /s/ Andre M. Hilliou
Name: Andre M. Hilliou, CEO
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GAMING ENTERTAINMENT (NEVADA) LLC | ||
By: /s/ Andre M. Hilliou
Name: Andre M. Hilliou, CEO
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STOCKMAN’S CASINO | ||
By: /s/ Andre M. Hilliou
Name: Andre M. Hilliou, CEO
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SLIPPER CASINO VENTURE LLC | ||
By: /s/ Andre M. Hilliou
Name: Andre M. Hilliou, CEO
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ABC FUNDING, LLC,
as Administrative Agent
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By: Summit Partners Credit Advisors, L.P.
Its: Manager
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By: /s/ James Freeland
Name: James Freeland
Title: Authorized Signatory
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SUMMIT PARTNERS CREDIT FUND, L.P.,
as a Lender
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By: Summit Partners Credit GP, L.P.
Its: General Partner
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By: /s/ James Freeland
Name: James Freeland
Title: Authorized Signatory
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SUMMIT PARTNERS CREDIT FUND, A-1, L.P.,
as a Lender
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By: Summit Partners Credit GP A-1, L.P.
Its: General Partner
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By: /s/ James Freeland
Name: James Freeland
Title: Authorized Signatory
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SUMMIT INVESTORS I, LLC,
as a Lender
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By: Summit Investors Management, LLC
Its: Manager
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By: Summit Partners, L.P.
Its: Manager
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By: Summit Master Company, LLC
Its: General Partner
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By: /s/ James Freeland
Name: James Freeland
Title: Authorized Signatory
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SUMMIT INVESTORS I (UK), L.P.,
as a Lender
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By: Summit Investors Management, LLC
Its: Manager
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By: Summit Partners, L.P.
Its: Manager
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By: Summit Master Company, LLC
Its: General Partner
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By: /s/ James Freeland
Name: James Freeland
Title: Authorized Signatory
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SUMMIT PARTNERS CREDIT OFFSHORE INTERMEDIATE FUND, L.P.,
as a Lender
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By: Summit Partners Credit GP, L.P.
Its: General Partner
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By: /s/ James Freeland
Name: James Freeland
Title: Authorized Signatory
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