Full House Resorts Announces Pricing of Senior Secured Notes Offering
February 04 2021 - 4:35PM
Full House Resorts, Inc. (Nasdaq: FLL) today announced the pricing
of its offering of $310 million in aggregate principal amount
of 8.25% senior secured notes due 2028 (the “Notes”) at a
price of 100% of the principal amount of the Notes. The Notes are
being offered in a private debt offering that is exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”). The Notes will be senior secured
obligations of the Company and will be guaranteed, jointly and
severally, by all of its current subsidiaries and future restricted
subsidiaries. The offering of the Notes is expected to close on
February 12, 2021, subject to satisfaction of customary
closing conditions.
The Company intends to use the net proceeds from
the offering (i) to redeem all of its outstanding senior
secured notes due 2024, which had $106.8 million outstanding
as of December 31, 2020, at a redemption price equal to
100.9% plus all accrued and unpaid interest thereunder;
(ii) to fund the proposed expansion and redevelopment of the
Bronco Billy’s Casino and Hotel in Cripple Creek, Colorado,
including designing, developing, constructing and equipping, and
opening the proposed expansion and redevelopment; (iii) to pay
the transaction fees and expenses related to the offer and sale of
the Notes; (iv) to redeem all outstanding warrants for
1,006,568 shares; and (v) for general corporate
purposes.
The Notes are being offered and sold
only to persons reasonably believed to be qualified institutional
buyers in reliance on the exemption from registration provided by
Rule 144A under the Securities Act, and in offshore
transactions in reliance on Regulation S under the Securities
Act. The Notes and related guarantees will not be registered under
the Securities Act or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release does not constitute
an offer to sell or a solicitation of an offer to buy the Notes,
the guarantees or any other securities, nor shall it constitute an
offer, solicitation or sale in any jurisdiction in which such an
offer, solicitation or sale would be unlawful.
This press release is being issued
pursuant to and in accordance with Rule 135c under the
Securities Act.
Cautionary Statement Regarding
Forward-looking StatementsThis press release contains
statements by Full House that are “forward-looking statements”
within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are neither historical facts nor
assurances of future performance. Some forward-looking statements
in this press release include the Company’s ability to consummate
the offering of the Notes and the intended use of proceeds from the
offering. Important factors that could affect future results and
cause those results to differ materially from those expressed in
the forward-looking statements include, among others, the
following: the Company’s ability to repay its substantial
indebtedness; the potential for additional adverse impacts from the
COVID-19 pandemic on the Company’s business, construction projects,
indebtedness, financial condition and operating results; actions by
government officials at the federal, state or local level with
respect to steps to be taken, including, without limitation,
additional shutdowns, travel restrictions, social distancing
measures or shelter-in place orders, in connection with the
COVID-19 pandemic; the Company’s ability to effectively manage and
control expenses as a result of the pandemic; the Company’s ability
to obtain final city council approval for the proposed Cripple
Creek expansion or to complete such proposed expansion and
redevelopment on-time and on-budget; changes in guest visitation or
spending patterns due to COVID-19 or other health or other
concerns; a decrease in overall demand as other competing
entertainment venues re-open; the inability to obtain financing
upon reasonable terms or at all, including for projects such as the
planned Cripple Creek expansion and redevelopment; the potential
increase in the Company’s indebtedness due to the proposed Cripple
Creek expansion and redevelopment; construction risks and cost
overruns; dependence on existing management; competition;
uncertainties over the development and success of the Company’s
expansion and redevelopment projects; the financial performance of
the Company’s finished projects and renovations; effectiveness of
expense and operating efficiencies; general macroeconomic
conditions; and regulatory and business conditions in the gaming
industry (including the possible authorization or expansion of
gaming in the states the Company operates or nearby states).
Additional information concerning potential factors that could
affect the Company’s financial condition and results of operations
is included in the reports Full House files with the Securities and
Exchange Commission, including, but not limited to, its
Form 10-K for the most recently ended fiscal year and its
other periodic reports filed with the Securities and Exchange
Commission. The Company is under no obligation to (and expressly
disclaim any such obligation to) update or revise its
forward-looking statements as a result of new information, future
events or otherwise. Actual results may differ materially from
those indicated in the forward-looking statements.
About Full House Resorts,
Inc.Full House Resorts owns, leases, develops and operates
gaming facilities throughout the country. The Company’s properties
include Silver Slipper Casino and Hotel in Hancock County,
Mississippi; Bronco Billy’s Casino and Hotel in Cripple Creek,
Colorado; Rising Star Casino Resort in Rising Sun, Indiana; and
Stockman’s Casino in Fallon, Nevada. The Company also operates the
Grand Lodge Casino at the Hyatt Regency Lake Tahoe Resort, Spa and
Casino in Incline Village, Nevada under a lease agreement with the
Hyatt organization. Further information about Full House Resorts
can be viewed on its website at www.fullhouseresorts.com.
Contact:Lewis Fanger, Chief
Financial OfficerFull House Resorts,
Inc.702-221-7800www.fullhouseresorts.com
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