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
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| Date of Report (Date of Earliest Event Reported):
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March 13, 2009 |
Ameristar Casinos, Inc.
(Exact name of registrant as specified in its charter)
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| Nevada
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000-22494
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880304799 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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3773 Howard Hughes Parkway, Suite 490S,
Las Vegas, Nevada
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89169
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(702) 567-7000 |
Not Applicable
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 (See General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into
a Material Definitive Agreement.
On March 13, 2009, Ameristar Casinos, Inc. (“ACI”) entered into a Third Amendment to Credit
Agreement (the “Third Amendment”) to amend the Credit Agreement, dated as of November 10, 2005, as
previously amended and supplemented (as so amended and supplemented, the “Credit Agreement”), among
ACI, the various Lenders party to the Credit Agreement and Deutsche Bank Trust Company Americas, as
Administrative Agent.
Pursuant to the Third Amendment:
(i) increases of 0.25:1 to 0.50:1 were made to the maximum permitted Leverage
Ratio for each of ACI’s fiscal quarters ending on and after September 30, 2009,
and increases of 0.50:1 to 1.25:1 were made to the maximum permitted Senior
Leverage Ratio for each of ACI’s fiscal quarters ending on and after March 31,
2009, including increasing the maximum permitted Senior Leverage Ratio to 5.75:1
through the quarter ending March 31, 2010;
(ii) the Applicable Margin (i.e., the interest rate add-on) for all Revolving
Loans and Term Loans under the Credit Agreement was increased by 125 basis points
(1.25 percentage points);
(iii) a new covenant was added to the Credit Agreement that requires ACI at
all times to maintain minimum consolidated EBITDA for the trailing four full
fiscal quarters of $275 million (subject to reduction in the event of certain
asset dispositions);
(iv) the existing $500 million limit on the issuance of Subordinated Notes
was eliminated;
(v) a provision was added to the Credit Agreement to permit ACI to issue
Senior Unsecured Notes without limitation as to amount;
(vi) the amount of permitted cumulative Capital Expenditures was increased
from $1 billion to $1.1 billion;
(vii) the amount of permitted annual Dividends was decreased from $40 million
to $30 million beginning with the year ending December 31, 2009, with any unused
portion of such amount permitted to be carried over to future years;
(viii) the cumulative amount permitted to be used to repurchase ACI’s capital
stock was decreased from $125 million to $50 million (in addition to any amount
available under the Dividend basket);
(ix) provisions were added to the Credit Agreement to reclassify the existing
Revolving Loan Commitments that mature on November 10, 2010 as Non-Extending
Revolving Loan Commitments and to permit ACI from time to time in the future,
under certain circumstances, to (A) request (but not require) Lenders to convert
their existing Non-Extending Revolving Loan Commitments to a new Tranche of
Extending Revolving Loan Commitments that mature on August 10, 2012 (subject to
principal amortization of $12 million in each fiscal quarter commencing in
December 2010) on such pricing terms (including the Applicable Margin and any
upfront fees) as may be agreed upon by ACI and the Lender(s) in an Extending
Revolving Loan Commitment Agreement, (B) request (but not require) Lenders to
increase their Extending Revolving Loan Commitments and (C) request Extending
Revolving Loan Commitments from new lenders, in each case without increasing the
total amount of Loans that may be outstanding under the Credit Agreement;
(x) the existing Incremental Commitment facility under the Credit Agreement
was expanded to permit ACI in the future, under certain circumstances, to obtain
Incremental Term Loans that mature on or after November 10, 2012 in order to
reduce the Non-Extending Revolving Loan Commitments, without increasing the total
amount of Loans that may be outstanding under the Credit Agreement;
(xi) the existing mandatory prepayment provisions of the Credit Agreement
were amended to provide that the proceeds of any issuance of Subordinated Notes or
Senior Unsecured Notes must be applied (A) first, to permanently reduce the
Non-Extending Revolving Loan Commitments, (B) second, to permanently reduce the
Extending Revolving Loan Commitments and (C) third, to repay Term Loans;
(xii) certain changes were made to the definitions of “Base Rate” and “Lender
Default” in the Credit Agreement; and
(xiii) certain other changes were made to the Credit Agreement.
In connection with entering into the Third Amendment, ACI paid certain one-time fees to the Lenders
and Joint Lead Arrangers totaling approximately $9.0 million, including an amendment fee to each
Lender that approved the Third Amendment of 50 basis points (0.50 percentage point) of the Lender’s
outstanding Term Loans and/or Revolving Loan Commitment.
The foregoing is only a summary of the terms of the Third Amendment, and is qualified by reference
to the full text of the Third Amendment, which is filed as Exhibit 4.1 to this Current Report.