Black Hawk amended credit agreement
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): October
28, 2005
ISLE
OF CAPRI CASINOS, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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0-20538
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41-1659606
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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1641
Popps Ferry Road, Biloxi, Mississippi
(Address
of principal executive offices)
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39532
(Zip
Code)
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(228) 396-7000
(Registrant's
telephone number, including area code)
N/A
(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
230.245)
[
]
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
1.01 Entry Into a Material Definitive Agreement.
On
October 24, 2005, Isle of Capri Black Hawk, L.L.C. (the “Company”), a joint
venture company owned 57% by Isle of Capri Casinos, Inc. and 43% by a subsidiary
of Nevada Gold & Casinos, Inc., entered into a $240.0 million Second Amended
and Restated Credit Agreement, by and among the Company, as borrower, the
financial institutions party from time to time hereto, as lenders, Canadian
Imperial Bank of Commerce ("CIBC"), as administrative agent for the lenders
and
as issuing lender with respect to Letters of Credit, Wells Fargo Bank, N.A.,
as
syndication agent, Hibernia National Bank and The CIT Group/Equipment Financing,
Inc., as co-documentation agents, and CIBC World Markets Corp., as lead
arranger. The credit agreement, which amends and restates the Company’s existing
credit agreement in its entirety, provides for a $50.0 million revolving
credit
facility maturing the earlier of October 24, 2010 or such date as the term
loan
facility are repaid in full and a $190.0 million term loan facility maturing
on
October 24, 2011. At the Company’s and the lead arranger’s mutual discretion,
the Company may increase the size of the revolver and/or term loan facility,
in
an aggregate amount up to $25.0 million subject to certain conditions. The
term
loans are payable in quarterly installments beginning on December 30, 2005
and
ending on September 30, 2011. The revolving loans may bear interest at the
Company’s option at (1) the higher of 0.5% in excess of the federal funds
effective rate plus an applicable margin up to 1.25% or the rate that CIBC
announces from time to time as its prime lending rate plus an applicable
margin
up to 1.25% or (2) a rate tied to a LIBOR rate plus an applicable margin
up to
2.25%. The term loans may bear interest at the Company’s option at (1) the
higher of 0.5% in excess of the federal funds effective rate plus an applicable
margin of 1.0% or the rate that CIBC announces from time to time as its prime
lending rate plus an applicable margin of 1.0% or (2) a rate tied to a LIBOR
rate plus an applicable margin of 2.00%.
The
credit agreement is secured by liens on substantially all of the Company’s and
its restricted subsidiaries’ assets. The credit agreement contains customary
representations and warranties and affirmative and negative
covenants.
Affiliates
of CIBC, Wells Fargo Bank, N.A. and certain of the other lenders from time
to
time have provided in the past and may provide in the future investment banking
and financial advisory services to us and to our affiliates in the ordinary
course of business. They receive, and expect to receive, customary fees and
commissions for these services.
A
copy of the Amendment is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To
the extent
applicable, the disclosure set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
Exhibit
No.
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Description
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99.1
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Second
Amendment and Restated Credit Agreement dated as of October 24,
2005
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SIGNATURES
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 thereunto
duly authorized.
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ISLE
OF CAPRI CASINOS, INC.
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Date:
October 28, 2005
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By:
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/s/
REXFORD A. YEISLEY
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Name:
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Rexford
A. Yeisley
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Title:
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Senior
Vice President and
Chief
Financial Officer
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