0000906553-12-000015.txt : 20120606 0000906553-12-000015.hdr.sgml : 20120606 20120606172934 ACCESSION NUMBER: 0000906553-12-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120531 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120606 DATE AS OF CHANGE: 20120606 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: 12892825 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 coverpage.htm COVER PAGE Cover Page






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): May 31, 2012



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:

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

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

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

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




Item 8.01. Other Events.
On May 31, 2012, the Boyd Gaming Corporation (the “Company”) announced the pricing of $350 million aggregate principal amount of 9% senior notes due 2020. A copy of the press release announcing the pricing is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The notes being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws or blue sky laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from the registration requirements. This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the notes.
 
Item 9.01.    Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release, dated May 31, 2012, announcing pricing of the notes offering.
* * *

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: June 6, 2012
Boyd Gaming Corporation
 
/s/ Josh Hirsberg
Josh Hirsberg
Senior Vice President, Chief Financial Officer and Treasurer




EXHIBIT INDEX

Exhibit No.
Description
99.1
Press Release, dated May 31, 2012, announcing pricing of the notes offering.





Item 8.01. Other Events.
On May 31, 2012, the Boyd Gaming Corporation (the “Company”) announced the pricing of $350 million aggregate principal amount of 9% senior notes due 2020. A copy of the press release announcing the pricing is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The notes being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws or blue sky laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from the registration requirements. This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the notes.
 





Item 9.01.    Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release, dated May 31, 2012, announcing pricing of the notes offering.
* * *






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: June 6, 2012
Boyd Gaming Corporation
 
/s/ Josh Hirsberg
Josh Hirsberg
Senior Vice President, Chief Financial Officer and Treasurer





EXHIBIT INDEX

Exhibit No.
Description
99.1
Press Release, dated May 31, 2012, announcing pricing of the notes offering.



 EX-99.1 2 exhibit991pressreleasedate.htm PRESS RELEASE Exhibit 99.1 Press Release, dated May 31, 2012
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 CORPORATION ANNOUNCES PRICING OF
SENIOR NOTES DUE 2020;
OFFERING SIZE INCREASED TO $350 MILLION

LAS VEGAS - MAY 31, 2012 - Boyd Gaming Corporation (NYSE: BYD) today announced that it has priced an offering of senior notes due 2020. The aggregate principal amount of notes to be issued in the offering increased from $300,000,000 to $350,000,000. The notes will bear interest at a rate of 9% per annum, payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2013. The senior notes will mature on July 1, 2020. The senior notes will be fully and unconditionally guaranteed by certain of the Company's current and future domestic restricted subsidiaries. The closing of the offering is expected to occur on June 8, 2012, subject to the satisfaction of customary closing conditions.
    
Upon the closing of the offering, the Company expects to receive approximately $340 million in net proceeds. The Company intends to use the net proceeds from the offering to repay a portion of the outstanding revolving balance on its bank credit facility.

The senior notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws or blue sky laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from the registration requirements. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes.







Exhibit 99.1

Forward-Looking Statements
Except for historical information contained herein, the matters set forth in this release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the Company's safe harbor compliance statement for forward-looking statements included in the Company's recent filings, including Forms 10-K, 10-Q and 8-K, with the Securities and Exchange Commission. In particular, there can be no assurances that the offering of the senior notes will be consummated.

###