Filing Overview
Registrant: Twin River Worldwide Holdings, Inc. (now associated with Bally’s Corp.)
Form 8-K: Current report concerning material financing and regulatory amendments. The filing cover page reports October 6, 2020, while the notes issuance and signature are dated October 9, 2020.
Business Context and Reporting Period
The filing relates to the company’s gaming operations and financing position during the COVID-19 period, including closures and operating curtailments. It does not present quarterly or annual operating results.
Key Financial and Capital Structure Information
- The company issued $125 million aggregate principal amount of additional 6.750% Senior Notes due 2027.
- Immediately after the issuance, total outstanding principal of the 6.750% Senior Notes due 2027 was $525 million, including $400 million of previously issued notes.
- The new notes mature on June 1, 2027, with cash interest payable semi-annually on June 1 and December 1.
- The filing does not provide revenue, net income, EBITDA, margins, operating cash flow, free cash flow, total debt, or liquidity balances.
- The notes are subject to covenants limiting additional indebtedness, restricted payments and investments, affiliate transactions, asset sales, liens, and mergers or similar transactions, subject to stated exceptions.
Material Changes Versus the Prior Comparable Period
- The company increased its 6.750% Senior Notes due 2027 by $125 million, raising the stated aggregate principal balance from $400 million to $525 million.
- On October 6, 2020, the company and Rhode Island regulators amended existing agreements to provide relief from certain debt coverage ratio and capital expenditure requirements in response to COVID-19 impacts.
- In general, the amendments permit use of 2019 results in the coverage ratio calculation when those results exceed 2020 results, and allow 2020 capital expenditure commitments to be carried over.
Guidance, Outlook, Risks, and Unusual Items
- No formal earnings or financial guidance is provided.
- The regulatory amendments indicate that COVID-19 closures and curtailments materially affected compliance with debt coverage and capital expenditure requirements.
- The notes may be redeemed before June 1, 2022 at par plus a make-whole premium and accrued interest; up to 40% of the original principal amount may also be redeemed with certain equity-offering proceeds at 106.750% plus accrued interest.
- Following June 1, 2022, redemptions may occur at prices specified in the indenture plus accrued interest.
- The notes are subject to disposition and redemption requirements imposed by applicable gaming regulators.
- Certain asset sales require an offer to repurchase the notes at par plus accrued interest. Specified changes of control require an offer at 101% of principal plus accrued interest.
- Customary events of default include payment failures, covenant breaches, certain defaults on other indebtedness, bankruptcy or insolvency, and certain unpaid judgments. Acceleration may occur upon specified defaults.
Investor Verification Items
- Verify the effective date of the report and the October 9, 2020 issuance date, given the October 6 date shown on the cover and in the regulatory amendment discussion.
- Confirm the use of proceeds from the $125 million notes issuance and the company’s pro forma total debt and liquidity.
- Review the complete Third Supplemental Indenture for covenant calculations, redemption terms, guarantees, and events of default.
- Assess the continuing effect of COVID-19 closures and curtailments on compliance with the amended Rhode Island regulatory requirements.
- Confirm whether the regulatory relief is temporary and identify any remaining capital expenditure or debt coverage obligations.