8-K

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 26, 2010

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:

¨ 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))

Item 2.02. Results of Operations and Financial Condition.

In connection with the transactions described below, Boyd Gaming Corporation (the “Company”) is making available to certain investors the information regarding the Company’s results of operations and financial condition set forth in Exhibit 99.1, which is incorporated by reference herein. This information is being “furnished” to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

Notes Offering

On October 26, 2010, the Company announced the offering of $500 million aggregate principal amount of 8-year senior notes (the “Notes”) in a private placement transaction, subject to market, regulatory and certain other conditions (the “Notes Offering”). The senior notes will be fully and unconditionally guaranteed by certain of the Company’s current and future domestic restricted subsidiaries. The Company’s press release announcing the commencement of the Notes Offering is attached as Exhibit 99.2 and incorporated herein by reference.

Subject to the satisfaction of certain conditions, the Company intends to use a portion of the net proceeds from the Notes Offering to finance the tender offer and related consent solicitation further discussed below. The Company intends to apply the balance of the net proceeds from the Notes Offering to repay a portion of the outstanding revolving balance on its bank credit facility and to potentially refinance other existing indebtedness. The Company could also use a portion of the net proceeds from the Notes Offering for general corporate purposes.

The Notes being offered 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 disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the Notes.

Tender Offer and Consent Solicitation

On October 26, 2010, the Company also announced that it has commenced a cash tender offer to purchase any and all of its outstanding $158.832 million aggregate principal amount of 7.75% senior subordinated notes due 2012 (CUSIP No. 10 3304 BB6) (the “7.75% Notes”). The Company also announced a concurrent consent solicitation for proposed amendments to the indenture, dated as of December 30, 2002, between the Company and Wells Fargo Bank, National Association, as trustee, under which the Notes were issued (the “Indenture”). The proposed amendments would eliminate certain restrictive covenants from the Indenture.

The consummation of the tender offer for the 7.75% Notes and the consent solicitation are subject to the consummation of the Notes Offering, among the satisfaction of other conditions. The Company’s press release announcing the commencement of the tender offer and consent solicitation is attached as Exhibit 99.3 and incorporated herein by reference.

This disclosure is for information purposes only and is not an offer to purchase, a solicitation of acceptance of the offer to purchase or a solicitation of a consent with respect to any of the 7.75% Notes. The tender offer and the consent solicitation are being made pursuant to the tender offer and consent solicitation documents, which the Company is distributing to holders of 7.75% Notes. The tender offer and the consent solicitation are not being made to holders of 7.75% Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Additional Disclosures

In connection with the transactions discussed above, the Company is making available to certain investors the information set forth in Exhibit 99.4, which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Financial Information of Boyd Gaming Corporation.
99.2	Press Release, dated October 26, 2010, announcing commencement of notes offering.
99.3	Press Release, dated October 26, 2010, announcing commencement of tender offer and consent solicitation.
99.4	Additional Disclosures.

*        *        *

This Current Report on Form 8-K and the exhibits incorporated by reference herein contain 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 terms and conditions of the Notes Offering; the terms and conditions of the tender offer and the consent solicitation; and the use of the proceeds from the Notes Offering. 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) the possibility that the Notes Offering will not be consummated on the expected terms, or at all; the possibility that the tender offer and the consent solicitation will not be consummated on the expected terms, or at all; weaknesses in the industry and the regions in which the Company operates; and the Company’s financial performance. Additional factors are discussed in Part II, Item 1A, “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, and in the Company’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 the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

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: October 26, 2010	Boyd Gaming Corporation
	/S/    BRIAN A. LARSON
	Brian A. Larson
	Executive Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Financial Information of Boyd Gaming Corporation.
99.2	Press Release, dated October 26, 2010, announcing commencement of notes offering.
99.3	Press Release, dated October 26, 2010, announcing commencement of tender offer and consent solicitation.
99.4	Additional Disclosures.

EX-99.1

Exhibit 99.1

Financial Information of Boyd Gaming Corporation

The following table presents the condensed consolidated statement of operations of Boyd Gaming Corporation for the twelve months ended September 30, 2010.

	Twelve months ended
(in thousands)	September 30, 2012
	(unaudited)
Gaming	$	1,664,660
Food and beverage		311,116
Room		183,301
Other		115,848
Gross revenues		2,274,925
Less promotional allowances		301,018
Net revenues		1,973,907
Costs and expenses
Gaming		798,171
Food and beverage		163,787
Room		46,210
Other		93,443
Selling, general and administrative		338,086
Maintenance and utilities		126,955
Depreciation and amortization		187,008
Corporate expense		49,176
Preopening expenses		8,015
Write-downs and other charges, net		5,297
Total costs and expenses		1,816,148
Operating income from Borgata		16,351
Operating income		174,110
Other expense (income)
Interest income		(5	)
Interest expense, net of amounts capitalized		142,462
Gain on early retirements of debt		(7,172	)
Other income		(10,000	)
Gain on equity distribution		(2,535	)
Other non-operating expenses		3
Other non-operating expenses from Borgata, net		6,206
Total other expense, net		128,959
Income before income taxes		45,151
Income taxes		(9,601	)
Net income		35,550
Noncontrolling interest		(19,166	)
Net income attributable to Boyd Gaming Corporation	$	16,384

1

The following table reconciles the effect of the consolidation of Borgata from a basis comparable to the historical reporting of Boyd Gaming Corporation for the twelve months ended September 30, 2010.

	Twelve months ended September 30, 2010 (unaudited)
(in thousands)	Boyd Gaming Corp Consolidated			MDDC LLC 3/24/2010 to 9/30/2010			Adjustments		Boyd Gaming Corp Historical
Gaming	$	1,664,660		$	(357,314	)	$	—	$	1,307,346
Food and beverage		311,116			(82,372	)		—		228,744
Room		183,301			(64,042	)		—		119,259
Other		115,848			(24,047	)		—		91,801
Gross revenues		2,274,925			(527,775	)		—		1,747,150
Less promotional allowances		301,018			(116,420	)		—		184,598
Net revenues		1,973,907			(411,355	)		—		1,562,552
Costs and expenses
Gaming		798,171			(141,649	)		—		656,522
Food and beverage		163,787			(39,593	)		—		124,194
Room		46,210			(8,593	)		—		37,617
Other		93,443			(19,528	)		—		73,915
Selling, general and administrative		338,086			(64,473	)		—		273,613
Maintenance and utilities		126,955			(35,337	)		—		91,618
Depreciation and amortization		187,008			(36,313	)		—		150,695
Corporate expense		49,176			—			—		49,176
Preopening expenses		8,015			—			—		8,015
Write-downs and other charges, net		5,297			(8	)		—		5,289
Total costs and expenses		1,816,148			(345,494	)		—		1,470,654
Operating income from Borgata		16,351			—			32,937		49,288
Operating income		174,110			(65,861	)		32,937		141,186
Other expense (income)
Interest income		(5	)		—			—		(5	)
Interest expense, net of amounts capitalized		142,462			(23,347	)		—		119,115
Gain on early retirements of debt		(7,172	)		—			—		(7,172	)
Other income		(10,000	)		—			—		(10,000	)
Gain on equity distribution		(2,535	)		—			—		(2,535	)
Other non-operating expenses		3			—			—		3
Other non-operating expenses from Borgata, net		6,206			—			13,772		19,978
Total other expense, net		128,959			(23,347	)		13,772		119,384
Income before income taxes		45,151			(42,514	)		19,165		21,802
Income taxes		(9,601	)		4,183			—		(5,418	)
Net income		35,550			(38,331	)		19,165		16,384
Noncontrolling interest		(19,166	)		—			19,166		—
Net income attributable to Boyd Gaming Corporation	$	16,384		$	(38,331	)	$	38,331	$	16,384

2

The following table calculates EBITDA from net income for the twelve months ended September 30, 2010.

	Twelve months ended
(in thousands)	September 30, 2010
	(unaudited)
EBITDA
Net income (loss) attributable to Boyd Gaming Corporation	$	16,384
Interest expense		119,115
Income taxes		5,418
Depreciation and amortization		150,695
EBITDA	$	291,612

3

Non-GAAP Financial Measures

Regulation G, “Conditions for Use of Non-GAAP Financial Measures,” prescribes the conditions for use of non-GAAP financial information in public disclosures. We believe that our presentations of the following non-GAAP financial measures are important supplemental measures of operating performance to investors: earnings before interest, taxes, depreciation and amortization (EBITDA), Adjusted EBITDA, Adjusted Earnings, Adjusted Earnings Per Share (Adjusted EPS) and net revenues (excluding the 8 days of consolidation for Borgata). The following discussion defines these terms and why we believe they are useful measures of our performance.

In this report, and the Company’s periodic reports filed with the Securities and Exchange Commission, Dania Jai-Alai’s results are included as part of total other operating costs and expenses. In addition, as of the same date, we reclassified the reporting of corporate expense to exclude it from our subtotal for Reportable Segment Adjusted EBITDA and include it as part of total other operating costs and expenses. Furthermore, in the Company’s periodic reports, corporate expense is presented to include its portion of share-based compensation expense.

EBITDA and Adjusted EBITDA

EBITDA is a commonly used measure of performance in our industry which we believe, when considered with measures calculated in accordance with GAAP, gives investors a more complete understanding of operating results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors. Management has historically adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide the most accurate measure of our core operating results and as a means to evaluate period-to-period results. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core on- going operations. We do not reflect such items when calculating EBITDA; however, we adjust for these items and refer to this measure as Adjusted EBITDA. We have historically reported this measure to our investors and believe that the continued inclusion of Adjusted EBITDA provides consistency in our financial reporting. We use Adjusted EBITDA in this report because we believe it is useful to investors in allowing greater transparency related to a significant measure used by management in its financial and operational decision-making. Adjusted EBITDA is among the more significant factors in management’s internal evaluation of total company and individual property performance and in the evaluation of incentive compensation related to property management. Management also uses Adjusted EBITDA as a measure in determining the value of acquisitions and dispositions. Adjusted EBITDA is also widely used by management in the annual budget process. Externally, we believe these measures continue to be used by investors in their assessment of our operating performance and the valuation of our company. Adjusted EBITDA reflects EBITDA adjusted for deferred rent, preopening expenses, share-based compensation expense, write-downs and other charges, net, increase in value of derivative instruments, gain on early retirements of debt, other non-operating expenses, and our share of Borgata’s non-operating expenses, preopening expenses and other items and write-downs, net. In addition, Adjusted EBITDA includes corporate expense. A reconciliation of Adjusted EBITDA to net income (loss), based upon GAAP, is included in the financial schedules accompanying this report.

4

Adjusted Earnings and Adjusted EPS

Adjusted Earnings is net income (loss) before preopening expenses, increase in value of derivative instruments, write-downs and other charges, net, gain on early retirements of debt, prior period interest expense related to the finalization of our purchase price for Dania Jai-Alai, accelerated interest expense related to our bank credit facility amendment, certain one-time permanent tax readjustments, other non-operating expenses, and our share of Borgata’s preopening expenses and other items and write-downs, net. Adjusted Earnings and Adjusted EPS are presented solely as supplemental disclosures because management believes that they are widely used measures of performance in the gaming industry. A reconciliation of net loss based upon GAAP to Adjusted Earnings and Adjusted EPS are included in the financial schedules accompanying this report.

Pro Forma Effect of Consolidation of Borgata

The effective change in control of Borgata was triggered at the end of the first quarter 2010. For purposes of comparability throughout this report, when such results are reported on a consolidated basis, the results of the prior year are retroactively recast to present such results on a consolidated basis, comparable to the current period, as if the consolidation of Borgata had occurred as of the beginning of the period presented (i.e. July 1, for the three months ended September 30, 2009).

Limitations on the Use of Non-GAAP Measures

The use of Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures has certain limitations. Our presentation of Adjusted EBITDA, Adjusted Earnings, Adjusted EPS or certain other non-GAAP financial measures may be different from the presentation used by other companies and therefore comparability may be limited. Depreciation and amortization expense, interest expense, income taxes and other items have been and will be incurred and are not reflected in the presentation of Adjusted EBITDA. Each of these items should also be considered in the overall evaluation of our results. Additionally, EBITDA and Adjusted EBITDA do not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We compensate for these limitations by providing the relevant disclosure of our depreciation and amortization, interest and income taxes, capital expenditures and other items both in our reconciliations to the GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance.

Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures should not be considered as an alternative to net income, operating income, or any other operating performance measure prescribed by GAAP, nor should these measures be relied upon to the exclusion of GAAP financial measures. Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.

5

EX-99.2

Exhibit 99.2

Financial Contact:

Josh Hirsberg

(702) 792-7234

joshhirsberg@boydgaming.com

Media Contact:

Rob Meyne

(702) 792-7353

robmeyne@boydgaming.com

BOYD GAMING CORPORATION ANNOUNCES OFFERING OF

$500 MILLION OF SENIOR NOTES DUE 2018

LAS VEGAS — OCTOBER 26, 2010 — Boyd Gaming Corporation (NYSE: BYD) today announced that it is offering $500 million aggregate principal amount of 8-year senior notes in a private placement transaction, subject to market, regulatory and certain other conditions. The senior notes will be fully and unconditionally guaranteed by certain of the Company’s current and future domestic restricted subsidiaries.

Subject to the satisfaction of certain conditions, the Company intends to use a portion of the net proceeds from the offering to finance a tender offer and related consent solicitation announced today for any and all of its outstanding 7.75% senior subordinated notes due 2012. The Company intends to apply the balance of the net proceeds from the offering to repay a portion of the outstanding revolving balance on its bank credit facility and to potentially refinance other existing indebtedness. The Company could also use a portion of the net proceeds from the offering for general corporate purposes.

The consummation of the tender offer for the 7.75% senior subordinated notes due 2012 is subject to the consummation of the offering of the senior notes, among the satisfaction of other conditions.

The senior notes being offered 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.

In no event will the information contained in this release regarding the tender offer and consent solicitation for the 7.75% senior subordinated notes due 2012 constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, the 7.75% senior subordinated notes due 2012.

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 or the related tender offer and the consent solicitation will be consummated.

###

EX-99.3

Exhibit 99.3

Financial Contact:

Josh Hirsberg

(702) 792-7234

joshhirsberg@boydgaming.com

Media Contact:

Rob Meyne

(702) 792-7353

robmeyne@boydgaming.com

BOYD GAMING LAUNCHES TENDER OFFER AND CONSENT SOLICITATION

FOR ANY AND ALL OF ITS $158.832 MILLION OUTSTANDING PRINCIPAL AMOUNT

7.75% SENIOR SUBORDINATED NOTES DUE 2012

LAS VEGAS — OCTOBER 26, 2010 — Boyd Gaming Corporation (NYSE: BYD) today announced that it has commenced a cash tender offer to purchase any and all of its outstanding $158.832 million aggregate principal amount of 7.75% senior subordinated notes due 2012 (CUSIP No. 10 3304 BB6) (the “Notes”). The Company also announced a concurrent consent solicitation for proposed amendments to the indenture, dated as of December 30, 2002, (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee, under which the Notes were issued. The tender offer and the consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated October 26, 2010 (the “Offer to Purchase”). Holders that tender their Notes prior to 5:00 p.m., New York City time, on the Consent Date (as defined below) pursuant to the tender offer will be deemed to have consented to the proposed amendments to the Indenture.

The offer to purchase will expire at 5:00 p.m., New York City time, on November 24, 2010 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”). Holders of Notes (“Holders”) must tender their Notes and provide their consents to the amendments to the Indenture prior to 5:00 p.m., New York City time, on November 9, 2010, unless extended (such time and date, as the same may be extended, the “Consent Date”), in order to receive the Total Consideration (as defined below). Holders of Notes who tender their Notes after 5:00 p.m., New York City time on the Consent Date will only receive the Tender Offer Consideration (as defined below).

The offer to purchase and the consent solicitation are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) receipt by the Company of gross proceeds of at least $500 million from a new debt financing on terms and conditions satisfactory to the Company, (2) that (a) Holders of at least a majority in aggregate principal amount of outstanding Notes (not owned by the Company or any of its affiliates) validly deliver, and do not validly revoke, consents to amend and supplement the Indenture to give effect to the proposed amendments and (b) an amendment to the Indenture is executed by the Company and the Trustee, and (3) the General Conditions (as defined in the Offer to Purchase) are satisfied or, where applicable, waived.

The “Total Consideration” for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, prior to 5:00 p.m., New York City time on the Consent Date and which Notes are accepted for payment by the Company, subject to the terms and conditions set forth in the Offer to Purchase, is $1,003.75. The “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, after 5:00 p.m., New York City time on the Consent Date but prior to 5:00 p.m., New York City time on the Expiration Date and which Notes are accepted for payment by the Company, subject to the terms and conditions set forth in the Offer to Purchase, is $973.75. The Tender Offer Consideration is the Total Consideration minus the Consent Payment (as defined below). Holders who validly tender, and do not validly withdraw, their Notes and whose Notes are accepted for payment by the Company, subject to the terms and conditions set forth in the Offer to Purchase, will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date. Under no circumstances will any interest be payable by the Company because of any delay in the transmission of funds to Holders by the Depositary.

The “Consent Payment” is an amount equal to $30.00 per $1,000 principal amount of Notes and will be payable only with respect to each Holder that validly tenders (and does not validly withdraw) its Notes and is deemed to have validly delivered (and does not validly revoke) its consent prior to 5:00 p.m., New York City time, on the Consent Date, and whose Notes are accepted for payment by the Company, subject to the terms and conditions set forth in the Offer to

Purchase. The Consent Payment is included in the calculation of the Total Consideration and is not in addition to the Total Consideration. Because the valid tender of Notes prior to 5:00 p.m., New York City time, on the Consent Date pursuant to the tender offer will be deemed to constitute the valid delivery of a consent by such Holder to all the amendments to the Indenture, Holders may not tender Notes without being deemed to have delivered their consents with respect to such Notes, nor may Holders give their consents in respect of any Notes they do not tender.

Notes tendered and consents deemed delivered prior to 5:00 p.m., New York City time, on the Consent Date may be validly withdrawn and revoked, respectively, at any time until 5:00 p.m., New York City time, on the Consent Date (by following the procedures set forth in the Offer to Purchase), but may not be validly withdrawn or revoked thereafter. A valid withdrawal of tendered Notes will be deemed a valid revocation of the related consent. A consent may be revoked at any time prior to 5:00 p.m., New York City time, on the Consent Date, but a valid revocation of a consent will render a tender of the related Notes defective. Notes tendered after 5:00 p.m., New York City time, on the Consent Date may not be withdrawn, except where the Company is otherwise required by applicable law to permit the withdrawal.

The proposed amendments to the Indenture would, among other modifications, eliminate substantially all of the restrictive covenants in the Indenture. Holders of at least a majority in principal amount of the Notes not owned by the Company or any of its affiliates must consent to the amendments for the amendments to become operative. Holders who validly tender (and do not validly withdraw) their Notes and who are deemed to have validly delivered (and do not validly revoke) their consents prior to 5:00 p.m., New York City time, on the Consent Date, and whose Notes are accepted for payment by the Company, subject to the terms and conditions set forth in the Offer will receive the Consent Payment (included in the Total Consideration) if the offer is consummated. Holders will not be deemed to have delivered consents to the proposed amendments without validly tendering the related Notes in the tender offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate.

The Company has engaged J.P. Morgan and BofA Merrill Lynch as Dealer Managers and Solicitation Agents for the offer to purchase and the consent solicitation. Persons with questions

regarding the offer to purchase and the consent solicitation should contact J.P. Morgan at (800) 245-8812 (toll-free) or (212) 270-1200 (collect) or BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-9217 (collect). Requests for documents should be directed to MacKenzie Partners, Inc., the Information Agent, at (800) 322-2885 (toll-free) or (212) 929-5500 (collect). The Depositary for the offer to purchase and the consent solicitation is Wells Fargo Bank, National Association. The Depositary can be contacted at (213) 614-2588.

This press release is for information purposes only and is not an offer to purchase, a solicitation of acceptance of the offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offer and the consent solicitation are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase, which the Company is distributing to holders of Notes. The tender offer and the consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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 tender offer and the consent solicitation will be consummated.

###

EX-99.4

Exhibit 99.4

ADDITIONAL DISCLOSURES

Unless otherwise indicated or the context otherwise requires, all references to the “Company,” “Boyd Gaming,” “we,” “us,” or “our,” or similar terms, refer to Boyd Gaming Corporation and its consolidated subsidiaries.

Amended Credit Facility

We intend to amend and restate our Bank Credit Facility by entering into a Second Amended and Restated Credit Agreement by and among Boyd Gaming, Bank of America, N.A., as administrative agent and letter of credit issuer, and certain financial institutions as agents, managers and lenders. Below is a summary of the expected terms of our Amended Credit Facility. The terms of our Amended Credit Facility have not been finalized, and we can provide no assurances that the Amended Credit Facility will be executed, and the agreed-upon terms of our Amended Credit Facility, if executed, could differ from those described below. As of October 26, 2010, we have received non-binding commitments for extensions of commitments aggregating $1.2 billion pursuant to the Amended Credit Facility from lenders under the Bank Credit Facility that currently hold revolving commitments aggregating $2.2 billion, subject to final documentation and other customary conditions.

As further described below, we anticipate that the proposed terms of our Amended Credit Facility will (i) immediately reduce the aggregate commitments under our Bank Credit Facility, (ii) permit consenting lenders to extend the maturity date of their commitments, new lenders to issue revolving commitments and term loans and existing lenders to increase their commitments (each, an “Extending Lender”) in each case with a maturity date five years from the closing date of the Amended Credit Facility, and (iii) amend the Existing Credit Agreement in certain other respects.

We anticipate that each Extending Lender will have their commitments under our Bank Credit Facility permanently reduced by up to 50% of the amount thereof. As a result, we anticipate that the aggregate commitments under our Amended Credit Facility will be reduced from $3 billion to approximately $1.5 billion (excluding any non-extending amounts), which commitments may be increased from time to time by up to $500 million (instead of $1 billion commitment increases provided for under our Bank Credit Facility) through additional revolving credit or term loans under our Amended Credit Facility.

After giving effect to the commitment reductions and any increased commitments, we anticipate that $500 million of the outstanding balance of revolving loans of the Extending Lenders will be converted to term loans (the “Term Loans”). On May 24, 2012 (the “Existing Maturity Date”), we anticipate that (i) the revolving loans of the non-extending Lenders will be due (and may be repaid from the proceeds of revolving loans by the Extending Lenders) and revolving commitments of the non-extending lenders will terminate, and (ii) the Term Loans and the revolving loans of the Extending Lenders will remain outstanding and any unused commitments of the Extending Lenders on such date shall continue as revolving commitments of the Extending Lenders (the “Extended Revolving Facility”).

We anticipate that the Term Loans and Extended Revolving Facility will mature in approximately November or December 2015 (the “Extended Maturity Date”). Furthermore, we anticipate that the Term Loans will amortize in an annual amount equal to 5% of the original principal amount thereof, commencing March 31, 2011 and payable on a quarterly basis.

We anticipate that the interest rate per annum applicable to revolving loans under the Amended Credit Facility will be based upon, at our option, the LIBOR rate or the “base rate,” plus an applicable margin in either case. The applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on our total leverage ratio. We anticipate that the applicable margin on the outstanding balance on the Extended Revolving Facility will range from 2.50% to 3.50% if we elect to use the LIBOR rate, and from 1.50% to 2.50% if we elect to use the base rate. We anticipate that the applicable margin on the outstanding balance of the loans and commitments of the non-extending lenders will not change and will continue to range from 0.625% to 1.625% if we elect to use the LIBOR rate, and from 0.0% to 0.375% if we elect to use the base rate. We expect that the “base rate” in the Amended Credit Facility will be defined as the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate plus 1.00%. A fee of a percentage per annum (which we anticipate will range from 0.250% to 0.500%) determined by the level of our total leverage ratio is

payable on the unused portions of the Amended Credit Facility. The Bank Credit Facility provides for letter of credit fees payable on the maximum amount available to be drawn under each letter of credit at a rate per annum equal to (x) the applicable margin from time to time applicable to LIBOR loans for standby letters of credit and (y) 50% of the applicable margin from time to time applicable to LIBOR loans for commercial letters of credit. We do not anticipate that the letter of credit fees will change in the Amended Credit Facility; however the margins payable to Extending Lenders will be based on the margins applicable to the Extended Revolving Facility. We also expect to pay additional fronting and documentation fees for letters of credit.

In addition to the amortization payments described above, we anticipate that, subject to certain exceptions, the terms of our Amended Credit Facility would require that we prepay the loans with the proceeds of any significant asset sale, event of loss or the issuance of certain additional secured Indebtedness. We expect to be able to prepay any loans under the terms of our Amended Credit Facility at any time without premium or penalty (subject to reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayments of Eurodollar rate loans), and to be able to terminate the unutilized portion of any of the commitments at any time without penalty.

We expect our Amended Credit Facility to contain certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio, (ii) establishing a maximum permitted consolidated total leverage ratio, (iii) establishing a maximum permitted secured leverage ratio (iv) imposing limitations on our incurrence of indebtedness, (v) imposing limitations on transfers, sales and other dispositions and (vi) imposing restrictions on investments, dividends and certain other payments.

We anticipate that our obligations under our Amended Credit Facility will, subject to certain exceptions, continue to be guaranteed by our “significant subsidiaries” (as determined under the Amended Credit Facility) and will be secured by the capital stock of those subsidiaries. In addition, we anticipate that, subject to certain exceptions, Boyd Gaming Corporation and each of the guarantors will grant the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under our Amended Credit Facility. The proceeds of our Amended Credit Facility may be used (i) to fund transaction costs in connection with our Amended Credit Facility and (ii) for working capital and other general corporate purposes.

The effectiveness of our Amended Credit Facility will be subject to satisfaction of conditions precedent deemed appropriate by the administrative agent of the Amended Credit Facility including, but not limited to, receipt by us of at least $475 million of net cash proceeds upon completion of the offering of notes and confirmation that a majority of our 7.75% senior subordinated notes due 2012 shall have been repurchased, redeemed or refinanced. While we anticipate that the timing for entry into our Amended Credit Facility will be following the completion of the offering of notes but prior to the end of the fourth quarter of 2010 (or such later date as we receive all necessary regulatory approvals), there is no assurance that this timing will be met or that the Amended Credit Facility will be entered into at all.

Recent developments – Development Activities

On August 1, 2008, due to the difficult environment in the capital markets, as well as weak economic conditions, we announced the delay of our multibillion dollar Echelon development project on the Las Vegas Strip. At such time, we did not anticipate the long-term effects of the economic recession and continued economic downturn, evidenced by lower occupancy rates, declining room rates and reduced consumer spending across the country, but particularly in the Las Vegas Locals region; nor did we predict that the incremental supply becoming available on the Las Vegas Strip would face such depressed demand levels, thereby elongating the time for absorption of this additional supply into the market. As we do not yet believe that a significant level of economic recovery has occurred along the Las Vegas Strip, we still do not expect to resume construction for three to five years. We also believe financing for a development project like Echelon continues to be unavailable.

Nonetheless, we remain committed to having a significant presence on the Las Vegas Strip. During the suspension period, we continue to consider alternative development options for Echelon, which may include developing the project in phases, utilizing alternative capital structures for the project, modifying the scope of the project, or forming additional strategic partnerships, among other alternatives. We can provide no assurances as to when, or if, construction will resume on the project, or if we will be able to obtain alternative sources of financing for the project. As we develop and explore the viability of alternatives for the project, we will monitor these assets for recoverability. If we are subject to a non-cash write-down of these assets, it could have a material adverse impact on our consolidated financial statements.

As of June 30, 2010, we have incurred approximately $926 million in capitalized costs related to the Echelon project, including land. As part of our delay of the project, we expect to additionally incur approximately $5 million to $6 million of capitalized costs annually, principally related to contractual infrastructure development commitments. We also expect annual recurring project costs, consisting of security, storage, property taxes, rent and insurance, of approximately $7 million to $10 million that will be charged to preopening or other expense as incurred during the project’s suspension period. Until Echelon commences commercial operations, we will not incur the monthly fixed capacity charge portion of the service fee of $23.4 million per annum (the “Annual Fixed Capacity Charge”). The Annual Fixed Capacity Charge, which will be payable for a 25-year period, was to commence in November 2010. However, commencing December 1, 2010, until Echelon commences commercial operations, Echelon, under its Energy Sales Agreement (“ESA”) previously entered into with Las Vegas Energy Partners, LLC (“LVE”), will become obligated to pay an annual interest during construction fee and an annual operations and maintenance fee (collectively, the “Annual Fee”). While the ESA does not provide a clear basis for calculating the actual amount of the Annual Fee, the Annual Fee could be up to approximately $18 million; however, based on our current estimates, we expect the Annual Fee to be substantially less, and we do not believe we are obligated to make a cash payment of the Annual Fee for approximately the next 12 months. Echelon and LVE are in the process of determining the specific amount of the Annual Fee, and the timing for the commencement of such payments. We can provide no assurances on the actual amount or the specific timing for payment of the Annual Fee. These capitalized costs and recurring project costs are in addition to other contingencies with respect to our various commitments, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent Quarterly Reports on Form 10-Q, each of which is incorporated herein by reference.

In addition to the expansion projects mentioned above, we regularly evaluate opportunities for growth through the development of gaming operations in existing or new markets, along with opportunities associated with expanding our existing properties and acquiring other gaming entertainment facilities.

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This exhibit 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 terms and conditions of the anticipated amendment to the Company’s credit agreement and the timing and amount of the fees payable under the Company’s Energy Services 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) the inability of the Company to amend its credit facility on the expected or favorable terms, or at all; whether or not the Company and LVE are able to agree on specific fees or timing; the effects of actual or potential litigation; and weaknesses in the industry and the regions in which the Company operates; the Company’s financial performance. Additional factors are discussed in Part II, Item 1A, “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, and in the Company’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 the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.