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


(4) INDENTURE. The Company issued the Notes under an Indenture dated as of September 21, 2017 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of the Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

(a) Except as set forth below and under paragraph 6 and paragraph 7, the Company does not have the option to redeem the Notes prior to October 1, 2020. Thereafter, the Company has the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of the principal amount thereof) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below:

 

Year

   Percentage  

2020

     102.500

2021

     101.250

2022 and thereafter

     100.000

Notwithstanding the foregoing, the Company may, at any time prior to October 1, 2020, redeem up to 35% of the outstanding aggregate principal amount of Notes with the net cash proceeds of one or more Equity Offerings of the Company at a Redemption Price in cash of 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes redeemed, to the Redemption Date; provided that (1) at least 65% of the outstanding aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption; (2) notice of any such redemption shall be given by the Company to the holders and the Trustee within 30 days after the consummation of any such Equity Offering; and (3) such redemption shall occur within 60 days of the date of such notice.

In addition, at any time prior to October 1, 2020, the Company may also redeem all or any part of the Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail (or in the case of Notes held in book entry form, by electronic transmission) to each holder’s registered address, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption.

(b) Restrictions on the transfer of the Capital Stock of the Company’s Subsidiaries licensed in certain jurisdictions, and agreements not to encumber such Capital Stock, in each case, in respect of the Notes, are not effective without the prior approval of the applicable Gaming Authorities. No Subsidiary shall be subject to such restrictions until the earlier of such time as (1) approval of such restrictions with respect to such Subsidiary is received from the applicable Gaming Authorities or (2) a registered public offering of the Notes is made pursuant to a prior approval of the applicable Gaming Authorities. All required approvals have been obtained as of the Issue Date with respect to the Company’s existing Subsidiaries.

 

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