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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November 17, 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 November 17, 2009, Ameristar Casinos, Inc. (“ACI”) entered into an Extending Revolving Loan
Commitment Agreement (the “Extending Commitment Agreement”) among ACI, the various lenders party
thereto (the “Extending Lenders”) and Deutsche Bank Trust Company Americas, as Administrative Agent
(“DBTCA”), with respect to the Credit Agreement, dated as of November 10, 2005, as amended and
supplemented (the “Credit Agreement”), among ACI, the various lenders party thereto and DBTCA.
Pursuant to the Extending Commitment Agreement, an aggregate of $600 million of Non-Extending
Revolving Loan Commitments maturing November 10, 2010 under the Credit Agreement were converted to
or replaced by new Extending Revolving Loan Commitments maturing August 10, 2012. The Applicable
Margin (i.e., the interest rate add-on) for the Extending Revolving Loans ranges from 0.125
percentage point to 0.50 percentage point higher than the Applicable Margin for the Non-Extending
Revolving Loans, depending on ACI’s consolidated Leverage Ratio as defined in the Credit Agreement.
Based on ACI’s current Leverage Ratio, the Applicable Margin for the Extending Revolving Loans is
0.375 percentage point higher than that for the Non-Extending Revolving Loans. The Applicable
Commitment Commission Percentage (i.e., the unused fee) for the Extending Revolving Loan
Commitments is 0.125 percentage point higher than that for the Non-Extending Revolving Loan
Commitments.
After giving effect to the Extending Commitment Agreement, ACI has $150 million of Non-Extending
Revolving Loan Commitments maturing in November 2010, under which $128.6 million of loans are
currently outstanding, and $600 million of Extending Revolving Loan Commitments maturing in August
2012, under which $514.4 million of loans are currently outstanding.
In connection with entering into the Extending Commitment Agreement, ACI paid certain one-time fees
to the Extending Lenders and Joint Lead Arrangers under the Extending Commitment Agreement totaling
approximately $6.7 million, including an upfront fee to each Extending Lender equal to 0.60
percentage point of its Extending Revolving Loan Commitment.
Pursuant to the Credit Agreement, ACI is permitted to enter into one or more additional extending
revolving loan commitment agreements with lenders with respect to the conversion to, increase or
provision of additional Extending Revolving Loan Commitments, in each case without increasing the
total amount of loans that may be outstanding under the Credit Agreement.
The foregoing is only a summary of the terms of the Extending Commitment Agreement and is qualified
in its entirety by reference to the full text of the Extending Commitment Agreement, which is filed
as Exhibit 4.1 to this Current Report and is incorporated herein by this 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 information set forth in Item 1.01 of this Current Report is hereby
incorporated by reference into this Item 2.03.
