BYD

Business Context and Reporting Period

Company: Boyd Gaming Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: January 21, 2026
Event: Entry into a Material Definitive Agreement (Amended and Restated Credit Agreement).

Key Financial Metrics and Debt Structure

The filing details the restructuring of the Company's senior secured indebtedness. Specific revenue, profit, or cash flow figures are not provided in this document.

• Revolving Credit Facility: $1,450.0 million.
• Term A Loan Facility: $1,200.0 million (delayed draw).
• Maturity Date: Fifth anniversary of the Closing Date (January 21, 2031).
• Interest Rate Basis: SOFR or Base Rate plus an applicable margin (1.25% to 2.25% for SOFR; 0.25% to 1.25% for Base Rate).
• Unused Fee: 0.20% to 0.35% per annum based on leverage ratio.
• Amortization: Term A Loans amortize at 5.00% annually of the original principal, commencing after full funding or July 1, 2027.

Material Changes Versus Prior Period

The New Credit Agreement amends and restates the Prior Credit Agreement dated March 2, 2022. Proceeds were utilized to refinance all outstanding obligations under the Prior Credit Agreement and to fund transaction costs. The new agreement introduces a delayed draw Term A facility and updates interest rate benchmarks to SOFR or Base Rate.

Guidance, Covenants, and Risks

Financial Covenants:

• Maintenance of a minimum consolidated interest coverage ratio.
• Maintenance of a maximum Consolidated Total Net Leverage Ratio.
• Excess cash flow prepayment requirements if leverage thresholds are exceeded (applicable beginning fiscal year ending December 31, 2026).

The Company may increase commitments up to the greater of $1,250.0 million or 100% of Consolidated EBITDA, subject to a pro forma Consolidated First Lien Net Leverage Ratio not exceeding 3.00 to 1.00.

The agreement imposes limitations on indebtedness, liens, asset dispositions, investments, and dividends.

Investor Verification Checklist

• Verify the specific Consolidated Total Net Leverage Ratio thresholds triggering mandatory prepayments.
• Confirm the exact timing of the first amortization payment for the Term A Loan Facility relative to the drawdown schedule.
• Review the full text of the Amended and Restated Credit Agreement (Exhibit 10.1) for detailed definitions of "Consolidated EBITDA" and "Excess Cash Flow."
• Assess the impact of the new interest rate margins on future debt service costs compared to the prior agreement.