Credit Facility Amendment
On September 21, 2017 (the Fourth Amendment Effective Date), the Company, Red Rock Resorts, Inc., Station Holdco LLC, the
guarantor subsidiaries of the Company, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and lenders party to that certain Credit Agreement dated as of June 8, 2016 (the Credit Agreement) entered into the Incremental
Joinder Agreement No. 4 and Fourth Amendment to Credit Agreement (the Amendment) pursuant to which the Credit Agreement was amended to, among other things, (a) extend the maturity date under each of the term A loan facility and
the revolving credit facility by one year to June 8, 2022; (b) set the Companys required quarterly principal payments on the term A-3 facility loan in an amount equal to approximately $3.4 million, payable on the last day of each
fiscal quarter beginning on December 31, 2017; (c) increase the outstanding amount of the term A-3 facility loans to approximately $272.5 million, (d) increase the outstanding borrowing availability of the revolving credit facility to
approximately $781.0 million and (e) modify the requirements that the Company maintain throughout the term of the Credit Agreement and measured at the end of each fiscal quarter, a maximum consolidated total leverage ratio of not more than
(i) 6.50 to 1.00 for the first fiscal quarter ending after the Fourth Amendment Effective Date through the fiscal quarter ending December 31, 2018, (ii) 6.25 to 1.00 for the fiscal quarter ending March 31, 2019, (iii) 6.00
to 1.00 for the fiscal quarter ending June 30, 2019 through the fiscal quarter ending September 30, 2019, (iv) 5.75 to 1.00 for the fiscal quarter ending December 31, 2019 through the fiscal quarter ending March 31, 2020,
(v) 5.50 to 1.00 for the fiscal quarter ending June 30, 2020 through the fiscal quarter ending September 30, 2020 and (vi) 5.25 to 1.00 the fiscal quarter ending December 31, 2020 and each fiscal quarter thereafter.
The Company intends to use the net proceeds from the issuance of the Notes and the Incremental Term A-3 Facility Loans to (a) repay the
Companys outstanding 7.50% Senior Notes due 2021, (b) repay outstanding revolving loans under the Revolving Facility to the extent of available proceeds, (c) pay fees and expenses in connection with the offering and the credit
facility amendment and (d) for general corporate purposes.
The foregoing description is qualified in its entirety by reference to
the full text of the Amendment, filed as Exhibit 10.1 hereto and incorporated by reference herein.
||Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The in Item 1.01 is incorporated by reference into this Item 2.03.
||Financial Statements and Exhibits |
The following material is being furnished as an exhibit to this Current Report on Form 8-K.
||Indenture dated as of September 21, 2017 among Station Casinos LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. |
||Incremental Joinder Agreement No. 4 and Fourth Amendment to Credit Agreement dated as of September
21, 2017 among Station Casinos LLC, the guarantor subsidiaries party thereto, Red Rock Resorts, Inc. Station Holdco LLC, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the lenders party thereto. |