PLAYAGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entry into Material Definitive Agreement.

At February 15, 2022 (the “Closing Date”), AP Gaming I, LLC (the “Borrower”), a
Delaware limited liability company and indirect 100% subsidiary of
PlayAGS, Inc. (the “Company”), as borrower, and AP Gaming Holdings, LLCa
Delaware limited liability company and indirect wholly-owned subsidiary of the Company (“Holdings”), has entered into an incremental assumption and amendment agreement (the “Incremental Agreement”) with certain of the Borrower’s subsidiaries, the lenders who are parties to it and Jefferies Finance LLC, as administrative agent (the “Administrative Agent”). The supplemental agreement amends and reaffirms that certain senior credit agreements, dated
June 6, 2017as amended on December 6, 2017as amended and updated on
February 7, 2018as amended and updated on October 5, 2018as amended on
August 30, 2019as amended on May 1, 2020and as amended on August 4, 2021
(the “Existing Credit Agreement”), between the Borrower, Holdings, the lenders who are parties thereto from time to time, the Administrative Agent and the other parties named therein (the Existing Credit Agreement as amended and updated by the Supplemental Agreement, the “Amended Credit Agreement Agreement”).

The Amended Credit Agreement provides for (i) a senior secured term loan in the aggregate principal amount of $575.0 million (the “New Term Loan Facility”), the proceeds of which, together with the cash of the Borrower and its subsidiaries, were used by the Borrower on the closing date to repay all amounts outstanding under existing term loan facilities set forth in the existing credit agreement and to pay related fees and expenses, and (ii) a $40.0 million senior secured senior revolving facility, with a $7.5 million letter of credit sub-facility and a $5.0 million swingline sub-facility (the “New Revolving Credit Facility”).

All borrowings under the New Revolving Credit Facility are subject to the satisfaction of customary conditions, including freedom from default or events of default and the accuracy of representations and warranties in all material respects. Proceeds from revolving loans drawn after the closing date, loans and letters of credit will be used for working capital and general corporate purposes.

Borrowings under the amended credit agreement will bear interest at an equal annual rate, at the option of the borrower, either (a) at a guaranteed overnight funding rate (“SOFR”) adjusted for the interest period in force, subject to a floor of (i) in the case of term loans, 0.75% and (ii) in the case of revolving loans, 0.00% or (b) a base rate determined by the greater of: (i) the prevailing prime rate, (ii) the effective federal funds rate plus 0.50%, and (iii) an adjusted forward SOFR with an interest period of one month plus 1.00%, in each case plus an applicable margin of 4.00% for Adjusted Term SOFR Loans and 3.00% for Base Rate Loans.

In addition, the Borrower will be required to pay a commitment fee equal to 0.50% per annum to the lenders under the New Revolving Credit Facility in respect of undrawn commitments thereunder. The borrower will also be required to pay the usual agency fees as well as the letter of credit participation fee calculated at an annual rate equal to the applicable margin for term SOFR borrowings adjusted to the declared daily amount of the letters of credit. outstanding, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee calculated at a rate equal to 0.125% per annum on the daily reported amount of each letter of credit.

The new term loan facility will mature on February 15, 2029 and, as of the quarter ending June 30, 2022, will be amortized in quarterly installments equal to 0.25% of the original aggregate principal amount of the term loans, with the balance due at maturity. Commitments under the new revolving credit facility will terminate on February 15, 2027.

The Borrower may voluntarily repay outstanding Loans under the Amended Credit Agreement at any time, without prepayment premium or penalty, except upon repricing of the New Term Loan Facility as described below. below, subject to customary “break” fees with respect to term-adjusted SOFR loans. Any refinancing through the issuance of certain indebtedness or any repricing change, in either case, which constitutes a “Repricing Event” applicable to the New Term Loan Facility resulting in a decline in yield occurring at any time on or before August 15, 2022 will be accompanied by a 1.00% prepayment premium or charge, as applicable.

The Amended Credit Agreement includes customary mandatory prepayment events, positive covenants, negative covenants and events of default. In addition, the new revolving credit facility requires the borrower to comply on a quarterly basis, beginning on June 30, 2022with a maximum senior secured net leverage ratio of 6.70 to 1.00 if the aggregate amount of loans funded and letters of credit issued (excluding up to $5.0 million unused letters of credit under the new revolving credit facility and cash secured letters of credit) under the new revolving credit facility on such date exceeds 35% of the then outstanding commitments under the new facility revolving credit.

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The obligations under the Amended Credit Agreement are guaranteed on a first ranking secured basis by each wholly-owned national subsidiary of the Borrower that has guaranteed the obligations under the Existing Credit Agreement. The Bonds are secured by a pledge by Holdings of the Borrower’s interest held directly by Holdings and a pledge of substantially all of the existing and future property and assets of the Borrower and subsidiary guarantors, subject to certain exceptions. These security interests will consist of a first ranking lien on the collateral.

The foregoing description of the Incremental Agreement and Amended Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Incremental Agreement, a copy of which is filed as Schedule 10.1 herein and the full text of the Amended Credit Agreement, which is attached as Schedule A to the Supplemental Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The information set out in point 1.01 above is incorporated into this point 2.03 by reference.

Section 7.01 Disclosure of FD Rules.

At February 15, 2022the Company has issued a press release announcing the entering into of the Amended Credit Agreement and the making of loans under the New Term Loan Facility, a copy of which is filed as Exhibit 99.1 herein and incorporated by reference into present.

The information in this Section 7.01, including Exhibit 99.1, is provided and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the responsibilities of This article. The information contained in this Section 7.01 shall not be incorporated by reference in any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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The information in this current report on Form 8-K contains forward-looking statements based on management’s current expectations and projections, which are intended to qualify for the safe harbor of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the public offering and other statements identified by words such as “believe”, “will”, “may”, “could”, “likely”, “expect”, ” anticipates”, “intends”, “plans”, “seeks”, “estimates”, “believes”, “continues”, “projects”, “targets” and other similar references to future periods, or by inclusion of forecasts or projections. All forward-looking statements are based on current expectations and projections of future events. These forward-looking statements reflect the Company’s current beliefs, models and assumptions and are subject to various risks and uncertainties which cannot be predicted or qualified and could cause the actual results of the Company’s performance to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company’s ability to maintain strategic alliances, unit placements or facilities, increase revenues, gain new market share, obtain new licenses in new jurisdictions, to successfully develop or place proprietary products, to comply with regulations, to have its games approved by the competent jurisdictions, the effects of COVID-19 on the business and results of operations of the company, and other factors set forth under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K, filed with the Security and Exchange Commission to March 4, 2021. All forward-looking statements made herein are expressly qualified in their entirety by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned that all forward-looking statements relate only to the facts and circumstances as of the date of this current report on Form 8-K. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 9.01. Financial statements and supporting documents.

(d) Exhibits

Exhibit No.    Description
10.1             Incremental Assumption and Amendment Agreement, dated as of
               February 15, 2022, by and among AP Gaming Holdings, LLC, AP Gaming
               I, LLC, each subsidiary loan party listed on the signature pages
               thereof, Jefferies Finance LLC and the lenders party thereto.
99.1             Press Release, dated February 15, 2022.
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)



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