0000906553-11-000027.txt : 20111201 0000906553-11-000027.hdr.sgml : 20111201 20111201133945 ACCESSION NUMBER: 0000906553-11-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111128 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111201 DATE AS OF CHANGE: 20111201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOYD GAMING CORP CENTRAL INDEX KEY: 0000906553 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880242733 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12882 FILM NUMBER: 111236593 BUSINESS ADDRESS: STREET 1: 3883 HOWARD HUGHES PARKWAY STREET 2: NINTH FLOOR CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 7027927200 MAIL ADDRESS: STREET 1: 3883 HOWARD HUGHES PARKWAY STREET 2: NINTH FLOOR CITY: LAS VEGAS STATE: NV ZIP: 89169 FORMER COMPANY: FORMER CONFORMED NAME: BOYD GROUP DATE OF NAME CHANGE: 19941130 8-K 1 form8-kdatednovember282011.htm FORM 8-K DATED NOVEMBER 28, 2011 Form 8-K dated November 28, 2011



 
 
 
 
 

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): November 28, 2011
____________________________________________________________________ 



Boyd Gaming Corporation
(Exact Name of Registrant as Specified in its Charter)
____________________________________________________________________ 
Nevada
 
001-12882
 
88-0242733
(State of Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)

3883 Howard Hughes Parkway, Ninth Floor
Las Vegas, Nevada 89169
(Address of Principal Executive Offices, Including Zip Code)

(702) 792-7200
(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:
¨Œ
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Œ
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Œ
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Œ
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 






Item 1.02.
Termination of a Material Definitive Agreement.
As Boyd Gaming Corporation (the “Company”) previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2011, the Aragon Group (“Aragon”), Summersport Enterprises, LLC (“Summersport” and together with Aragon, the “Sellers”) and Dania Entertainment Center, LLC (the “Buyer”) entered into an Asset Purchase Agreement on April 29, 2011 (as amended, the “Agreement”) for the sale of certain assets and liabilities of the Dania Jai-Alai Business (as defined below). Aragon and Summersport are indirect wholly-owned subsidiaries of the Company.
Pursuant to the terms of the Agreement, the Sellers agreed to sell and transfer, and the Buyer agreed to purchase and assume, certain assets and liabilities related to the Dania Jai-Alai pari-mutuel facility that is owned by the Sellers and located in Dania Beach, Broward County, Florida at which jai-alai and related gaming operations are conducted, including poker and inter-track wagering (the “Dania Jai-Alai Business”), for a purchase price of $80,000,000. The Agreement provided that the closing of the transactions contemplated by the Agreement were to occur on or prior to November 28, 2011.

On November 28, 2011, the Company announced that it terminated the Agreement after receiving notice from the Buyer that the Buyer would be unable to close the sale within the time period required by the Agreement. The Company's press release announcing the termination of the Agreement is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The Company remains the owner of Dania Jai-Alai and will continue to operate the property moving forward.


Item 8.01.
Other Events.

The information included in Item 1.02 above is incorporated herein by reference.


Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number
Description
99.1
Press Release, dated November 28, 2011.






SIGNATURE

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.

Date: December 1, 2011
Boyd Gaming Corporation
 
/s/ Josh Hirsberg
 
Josh Hirsberg
Senior Vice President, Chief Financial Officer and Treasurer

 



 EX-99.1 2 exhibit991toform8-kdatedno.htm PRESS RELEASE Exhibit 99.1 to Form 8-K dated November 28, 2011



Exhibit 99.1

Financial Contact:
Josh Hirsberg
(702) 792-7234
joshhirsberg@boydgaming.com

Media Contact:
Rob Meyne
(702) 792-7353
robmeyne@boydgaming.com


BOYD GAMING TERMINATES AGREEMENT TO SELL DANIA JAI-ALAI

LAS VEGAS - NOVEMBER 28, 2011 - Boyd Gaming Corporation (NYSE: BYD) announced it is terminating the agreement to sell Dania Jai-Alai, after receiving notice from the prospective buyer, Dania Entertainment LLC, that the buyer was unable to close the sale within the time period required by the agreement.

The buyer previously exercised its option to extend the closing of the purchase of the Dania Beach, Fla., property to a date on or before November 28, 2011. Since the closing did not occur within that timeframe, Boyd Gaming is exercising its right pursuant to the terms of the agreement to terminate the transaction.

Boyd Gaming remains the owner of Dania Jai-Alai and will continue to operate the property.

About Boyd Gaming
Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is a leading diversified owner and operator of 17 gaming entertainment properties located in Nevada, New Jersey, Mississippi, Illinois, Indiana, and Louisiana. Boyd Gaming press releases are available at www.prnewswire.com. Additional news and information on Boyd Gaming can be found at www.boydgaming.com.

Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “continue,” “pursue,” or the negative thereof or comparable terminology, and may include (without limitation) statements regarding the transactions contemplated by the purchase agreement. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. Factors that could cause actual results to differ include (without limitation) those factors discussed under the heading “Risk Factors” in Boyd Gaming's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and in Boyd Gaming's other current and periodic reports filed from time to time with the Securities and Exchange Commission. All forward-looking statements in this document are made as of the date hereof, based on information available to Boyd Gaming as of the date hereof, and Boyd Gaming assumes no obligation to update any forward-looking statement.