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RED ROCK RESORTS, INC. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and exhibits (Form 8-K)


Article 1.01. Entry into an important definitive agreement


At November 26, 2021, Red Rock Resorts, Inc. consolidated subsidiary, Station Casinos LLC (the “Company”), issued $ 500 million aggregate principal amount of the 4.625% Senior Notes due 2031 (the “Notes”) under a Deed of Trust dated
November 26, 2021 (the “Deed”), between the Company, the guarantors parties to it (the “Guarantors”) and Computershare Trust Company, NA, as a trustee. Interest on the Notes will be paid every six months in arrears on June 1 and
1st December, starting June 1, 2022.

The Notes and the Guarantees are the general senior unsecured obligations of the Company and the Guarantors. The Notes and guarantees rank equally in right of payment with all of the existing and future senior debt of the Company and the Guarantors and in priority payment right over all of the future subordinated debt of the Company and the Guarantors. . The Notes and Guarantees are effectively subordinated to all existing and future indebtedness of the Company and the Guarantors which is secured by senior or prior liens on the Guarantee, including indebtedness under the Company’s existing credit facility. and other secured debts that may be contracted in accordance with the terms of the instrument 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 subsidiaries of the Company which do not guarantee the Notes.

On or after June 1, 2031 (the date which is six months before the maturity date of the Notes), the Company may redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Redeemed Notes, plus accrued interest and unpaid bills, if any, up to the repayment date.

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

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

The Note Deed contains certain restrictive covenants limiting, among other things, the capacity of the Company and its restricted subsidiaries and the capacity 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

These commitments are subject to a number of exceptions and reservations as set out in the Deed Governing the Notes. The Note Act also provides for events of default which, if any, would permit or require that principal and accrued interest on such Notes be declared due and payable.

The Company intends to use the net proceeds from the sale of the Notes, together with borrowings under the Company’s revolving credit facility, to (i) effect a distribution of approximately $ 344 million to the holders of the outstanding interests of the limited liability company, including the parent company of the company,
Red Rock Resorts, Inc. (ii) pay the purchase price of the Class A common shares deposited in Red Rock Resort, Inc. purchase offer up to $ 350 million
of its Class A common shares, (iii) pay the fees and costs associated with such transactions and (iv) for general corporate purposes.

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

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant

The information in section 1.01 is incorporated by reference into this section 2.03.

Article 9.01. Financial statements and supporting documents

(d) Exhibitions

The following material is being furnished as an exhibit to the Current Report on
Form 8-K.

Exhibit Number                                  Description

4.1                      Indenture dated as of November 26, 2021 among Station
                       Casinos LLC, the guarantors party thereto and Computershare
                       Trust Company, N.A., as trustee.

104                    Cover Page Interactive Data File (embedded within the Inline
                       XBRL document).

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