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): June 8, 2015

 

 

 

LOGO

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Nevada   001-12882   88-0242733

(State or 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 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed, on May 7, 2015 Boyd Gaming Corporation (the “Company”) sent a notice of redemption to the trustee for the 9.125% senior notes due 2018 (CUSIP No. 103304 BG5) (the “2018 Notes”) to conditionally call for redemption on June 8, 2015 (the “Redemption Date”) all of the 2018 Notes then outstanding.

The condition to the redemption has been satisfied, and on June 8, 2015, the Company redeemed approximately $36.4 million aggregate principal amount of the 2018 Notes (the “Remaining 2018 Notes”), which represented the total aggregate amount of the 2018 Notes not accepted for purchase pursuant to the tender offer described in Item 8.01 hereto.

The Remaining 2018 Notes were redeemed at a redemption price of 104.563% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest (as defined in the indenture for the 2018 Notes), if any, to the Redemption Date. Pursuant to the terms of the indenture for the 2018 Notes, interest on the Remaining 2018 Notes ceased to accrue on the Redemption Date and the only remaining right of the holders of the Remaining 2018 Notes is to receive payment of the redemption price, including accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, upon surrender of the Remaining 2018 Notes to the trustee.

Item 8.01. Other Events.

On June 5, 2015, the Company issued a press release announcing the expiration and final results of the tender offer and consent solicitation for its outstanding 2018 Notes. The Company stated that, pursuant to the terms of the tender offer, holders of approximately $463.6 million aggregate principal amount of the 2018 Notes (representing 92.7% of the 2018 Notes outstanding immediately before the commencement of the tender offer) have validly tendered their 2018 Notes prior to 5:00 p.m., New York City time, on June 5, 2015. The Company also announced that all of the 2018 Notes that were validly tendered were accepted for purchase by the Company. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

As described under Item 2.04 hereto, on June 8, 2015, all 2018 Notes that were not tendered and accepted for purchase pursuant to the terms of the tender offer were redeemed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release, dated June 5, 2015, announcing the expiration and final results of the tender offer for the Company’s 9.125% senior notes.


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: June 8, 2015 Boyd Gaming Corporation

/s/ Anthony D. McDuffie

Anthony D. McDuffie

Vice President and Chief Accounting Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press Release, dated June 5, 2015, announcing the expiration and final results of the tender offer for the Company’s 9.125% senior notes.


Exhibit 99.1

 

LOGO

Financial Contact:

Josh Hirsberg

(702) 792-7234

joshhirsberg@boydgaming.com

Media Contact:

David Strow

(702) 792-7386

davidstrow@boydgaming.com

BOYD GAMING ANNOUNCES EXPIRATION AND FINAL RESULTS OF TENDER OFFER FOR ITS

9.125% SENIOR NOTES DUE 2018

LAS VEGAS — JUNE 5, 2015 — Boyd Gaming Corporation (NYSE: BYD) today announced the expiration and final results of the Company’s previously announced tender offer and consent solicitation for any and all of its outstanding 9.125% Senior Notes due 2018 (the “Notes”). As of 5:00 p.m., New York City time, on June 5, 2015, the expiration date for the tender offer, approximately $463.6 million aggregate principal amount of the Notes (representing 92.7% of the Notes outstanding immediately before the commencement of the tender offer), were validly tendered (and not validly withdrawn). All of the Notes that were validly tendered (and not validly withdrawn) were accepted for purchase by the Company.

As previously announced, the Company will redeem, in full, all Notes that were not tendered and accepted for purchase pursuant to the terms of the tender offer, the aggregate principal amount of which is approximately $36.4 million. The redemption price will be $1,045.63 per $1,000.00 principal amount of Notes plus accrued and unpaid interest to the redemption date. A notice of redemption containing information required by the terms of the indenture governing the Notes was mailed to noteholders by the trustee for the Notes on May 7, 2015.

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 was made pursuant to the tender offer documents, including the offer to purchase and consent solicitation statement, which the Company distributed to holders of Notes.

*        *        *

This press release 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 include, without limitation, statements regarding the Company’s expectations, hopes or intentions regarding the future. These forward-looking statements can often be identified by the use of words such as “will”, “predict”, “continue”, “forecast”, “expect”, “believe”, “anticipate”, “outlook”, “could”, “target”, “project”, “intend”, “plan”, “seek”, “estimate”, “should”, “may” and “assume”, as well as variations of such words and similar expressions referring to the future, and may include (without limitation) statements regarding the terms and conditions of the redemption. 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 redemption will not be consummated at the expected timing, on the expected terms, or at all; and the Company’s financial performance. Additional factors are discussed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, 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.

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