SEC Filings
8-K
STATION CASINOS LLC filed this Form 8-K on 09/21/2017
Entire Document
 


Item 1.01. Entry Into a Material Definitive Agreement

Indenture

On September 21, 2017, Station Casinos LLC (the “Company”) issued $550 million aggregate principal amount of 5.000% Senior Notes due 2025 (the “Notes”) pursuant to an indenture, dated as of September 21, 2017 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as Trustee. Interest on the Notes will be paid every six months in arrears on April 1 and October 1, commencing April 1, 2018.

The Notes and the guarantees are the Company’s and the Guarantors’ general senior unsecured obligations. The Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the Guarantors’ future subordinated debt. The Notes and the guarantees are effectively junior to any of the Company’s and the Guarantors’ existing and future debt that is secured by senior or prior liens on the collateral, including indebtedness under the Company’s existing credit facility and other secured debt permitted to be incurred pursuant to the terms of the Indenture governing the Notes, to the extent of the value of the collateral securing such obligations. The Notes and the guarantees are structurally subordinated to all existing and future liabilities of the Company’s subsidiaries that do not guarantee the Notes.

On or after October 1, 2020, the Company may redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on October 1 of the years indicated below:

 

Year

   Percentage  

2020

     102.500

2021

     101.250

2022 and thereafter

     100.000

If the Company experiences certain change of control events (as defined in the Indenture governing the Notes), it must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The Indenture governing the Notes contains certain covenants limiting, among other things, the Company’s and its restricted subsidiaries’ ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:

 

    pay dividends or distributions (other than customary tax distributions) or make certain other restricted payments or investments;

 

    incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the Notes or the guarantees;

 

    create liens;

 

    transfer and sell assets;

 

    merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of our assets;

 

    enter into certain transactions with affiliates;

 

    engage in lines of business other than its core business and related businesses; and

 

    create restrictions on dividends or other payments by our restricted subsidiaries.

These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture governing the Notes. The Indenture governing the Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Notes to be declared due and payable.

The foregoing description is qualified in its entirety by reference to the full text of the Indenture governing the Notes, filed as Exhibit 4.1 hereto and incorporated by reference herein.