UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C.
20549
FORM
8-K
CURRENT
REPORT
Pursuan
t
t
o
Sectio
n
1
3
o
r
1
5
(d
)
o
f
th
e
Securitie
s
Exchang
e
Ac
t
o
f
1934
Dat
e
o
f
Repor
t
(Dat
e
o
f
earlies
t
even
t
reported)
:
August 13
, 2018
CENTURY
CASINOS,
INC.
(Exac
t
Nam
e
o
f
Registran
t
a
s
specifie
d
i
n
it
s
charter)
Delaware
0-22
90
0
84-1271317
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification Number)
455 E
.
Pikes
Peak
Ave.
, Suite 21
0
,
Colorad
o
Springs
,
Colorado
80903
(Addres
s
o
f
principa
l
executiv
e
offices
)
(Zip
Code)
Registrant'
s
telephon
e
number
,
includin
g
are
a
code
:
719-527-8300
Check
the
appropriate
box
below
if
the
Form
8-K
filin
g
i
s
intende
d
t
o
simultaneousl
y
satisf
y
th
e
filin
g
obligatio
n
o
f
th
e
registran
t
unde
r
an
y
o
f
th
e
following provisions:
☐
Written
communication
s
pursuant
to
Rule
425
under
the
Securities
Act
(17
CFR
230.425)
☐
Soliciting
material
pursuant
to
Rule
14a-
1
2
unde
r
th
e
Exchang
e
Ac
t
(1
7
CF
R
240.14a
-12)
☐
Pre
-
commencemen
t
communication
s
pursuan
t
t
o
Rul
e
14d
-
2(b
)
unde
r
th
e
Exchang
e
Ac
t
(1
7
CF
R
240.14d
-2(b))
☐
Pre
-
commencemen
t
communications
pursuan
t
t
o
Rul
e
13e
-
4(c
)
unde
r
th
e
Exchang
e
Ac
t
(1
7
CF
R
240.13e
-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
(17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b
‑2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
1
.01
Entry into a Material Definitive Agreement
.
On
August 13
, 2018, Century
Resorts Management GmbH (“CRM”),
a wholly-owned subsidiary of Century Casinos, Inc. (the “Company”),
entered into a loan agreem
ent (the “UniCredit Agreement”), by and among
UniCredit Bank Austria AG (“UniCredit”), as lender
, CRM, as borrower and the Company, as guarantor
. The UniCredit Agreement provides a revolving line of credit for up to EUR 7.0 million ($8.0 million based on the exchange rate in effect as of August 13, 2018)
to be used for acquisitions and capital expenditures
at the Company
’s
existi
ng operations or new operations
.
Borrowings
may be in the form of:
|
|
a.
|
|
Borrowings denominated in EUR and bearing interest at EURIBOR
plus a margin
of 1.5%
; and/or
|
|
|
b.
|
|
Borrowings denominated in USD and bearing interest at LIBOR plus a margin
of 1.5%
.
|
The UniCredit Agreement is available until terminated by either party. Funds can be borrowed with terms of 1, 3, 6, 9 or 12 months. The UniCredit Agreement is secured by a EUR 7.0 million guarantee by the Company.
The UniCredit Agreement contains customary events of default, including the failure to make required payments. Upon a failure to make required payments following a grace period, amounts due under the UniCredit Agreement may be accelerated.
This summary of the UniCredit Agreement is qualified in its entirety by reference to the text of the UniCredit Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03
Cre
ation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuan
t
t
o
th
e
requirement
s
o
f
th
e
Securitie
s
Exchang
e
Ac
t
o
f
1934
,
th
e
registran
t
ha
s
dul
y
cause
d
thi
s
repor
t
t
o
b
e
signe
d
o
n
it
s
behal
f
b
y
th
e
undersigned
hereunt
o
dul
y
authorized.
Centur
y
Casinos
,
Inc.
Date:
August 1
5
, 2018
B
y:
/s
/
Margare
t
Stapleton
Margare
t
S
tapleton
Executive
Vice
President
and
Principal
Financial/Accounting
Officer