Item 1.01 Entry into a Material Definitive Agreement.
On October 12, 2021, Golden Entertainment, Inc. (the “Company”) entered into the Incremental Joinder Agreement No. 3 and First Amendment to First Lien Credit Agreement (the “Incremental Joinder”), by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”). The Incremental Joinder relates to that certain First Lien Credit Agreement, dated as of October 20, 2017, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto, the Agent, JPMorgan Chase Bank, N.A., as collateral agent, and the other parties thereto, with respect to a $1 billion senior secured first lien credit facility (consisting of term loans in an initial principal amount of $800 million and a $200 million revolving credit facility) (as amended, the “First Lien Facility”). The Incremental Joinder provides for, among other things: (1) an increase in the size of the revolving credit facility under the First Lien Facility from $200 million to $240 million and (2) an extension of the maturity date of the revolving credit facility under the First Lien Facility from October 20, 2022 to April 20, 2024.
The term loans under the First Lien Facility mature on October 20, 2024 and as of September 30, 2021, the Company had $675 million in principal amount of outstanding term loan borrowings with a weighted-average interest rate of 3.75%. The revolving credit facility under the First Lien Facility was undrawn as of September 30, 2021. Borrowings under the revolving credit facility bear interest, at the Company’s option, at either (1) a base rate (based on the greatest of the federal funds rate plus 0.50%, the administrative agent’s prime rate, or one-month LIBOR plus 1.00%), subject to a floor of 1.00%, or (2) the LIBOR rate for the applicable interest period, in each case plus an applicable margin ranging from 1.50% to 2.00% for base rate loans and 2.50% to 3.00% for LIBOR rate loans, based on the Company’s net leverage ratio. The commitment fee for the revolving credit facility is payable quarterly at an annual rate of 0.375% based on the Company’s current net leverage ratio. Borrowings under the First Lien Facility are guaranteed by each of the Company’s existing and future wholly owned domestic subsidiaries (other than certain immaterial or unrestricted subsidiaries), and are secured by substantially all of the present and future assets of the Company and the guarantors (subject to certain exceptions). Under the First Lien Facility, the Company and its restricted subsidiaries are subject to certain customary limitations, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Certain of the lenders under the First Lien Facility, and their respective affiliates, may in the future perform for the Company and its affiliates various commercial banking, investment banking, financial advisory or other services, for which they have received and/or may in the future receive customary compensation and expense reimbursement.
The foregoing description of the Incremental Joinder does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 10.1 hereto 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 set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
Exhibits
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
104
|
|
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
|