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Further, even if we were able to obtain additional working capital, it may only be available on unfavorable terms. For example, we may be required to take on additional debt, the interest costs of which could adversely affect our results of operations and financial condition. If any such required capital is obtained in the form of equity, the percentage ownership of the Company of the holders of the then-outstanding Units could be diluted.
Limited liquidity and working capital may also restrict our ability to maintain and update the Acquired Casinos, which could put us at a competitive disadvantage to casinos offering more modern and better maintained facilities. We may face potential successor liability for liabilities of Station not provided for in the Plan. If we are determined to be liable for obligations of Station our business, financial condition and results of operations may be materially and adversely affected.
We may be subject to certain liabilities of Station not provided for in the Plan. Such liabilities may arise in a number of circumstances, including those where:. If we are determined to be subject to such liabilities, it could materially adversely affect our business, financial condition and results of operations. Our future financial results will be affected by the adoption of fresh-start reporting and may not reflect historical trends. We were formed for the purpose of acquiring substantially all of the assets of Station pursuant to the Plan.
Because the Propco Restructuring and Opco Acquisition have not been consummated, fresh-start reporting has not yet been adopted and the consolidated financial statements included in this Registration Statement do not give effect to any adjustments in the carrying values of assets or liabilities that will be recorded upon implementation of the Plan under fresh-start reporting rules. The GVR Acquisition may not be consummated, which could adversely affect our business.
The GVR Acquisition is not a condition precedent to the effectiveness of the Plan, and is anticipated to occur on or subsequent to the Effective Date. It is possible, however, that the GVR Acquisition will not occur as planned, or at all, in which case we would not own Green Valley Ranch. If we do not own Green Valley Ranch, the scale of our overall operations will be smaller than we currently anticipate, which could adversely affect our business, financial condition and results of operations.
Our business will be sensitive to reductions in discretionary consumer spending as a result of downturns in the economy. Consumer demand for casino hotel properties, such as the Acquired Casinos, is sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities.
Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, the current housing and credit crisis, the impact of high energy and food costs, the potential for continued bank failures, perceived or actual changes in disposable consumer income and wealth, effects or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer and materially and adversely affect our business and results of operations.
The current housing crisis and economic slowdown in the United States has resulted in significant unemployment in our key markets and a significant decline in the amount of tourism and spending in Las Vegas. This decline has adversely affected Station, and may continue to adversely affect our financial condition, results of operations and cash.
The economic downturn may be protracted in our key markets and may continue to negatively impact our revenues and other operating results. The Acquired Casinos draw a substantial number of customers from the Las Vegas valley, as well as certain geographic areas, including Southern California, Arizona and Utah.
The economies of these areas have been, and may continue to be, negatively impacted due to a number of factors, including the credit crisis and a decrease in consumer confidence levels. Based on information from the Las Vegas Convention and Visitors Authority , gaming revenues in Clark County for the three months ended March 31, decreased 0.
Las Vegas gaming revenues and operators were severely negatively impacted by the economic downturn and there can be no assurance that gaming revenues will not decrease in future periods. In addition, the residential real estate market in the United States, and in particular Las Vegas, has experienced a significant downturn due to declining real estate values.
Individual consumers are experiencing higher delinquency rates on various consumer loans and defaults on indebtedness of all kinds have increased. In addition, the Las Vegas and our other target markets continue to experience and high rates of unemployment. Further declines in real estate values in Las Vegas and the United States and continuing credit and liquidity concerns could continue to have an adverse affect on our results of operations.
Although Station and other gaming companies have experienced a decrease in revenues, certain costs remain fixed or even increase resulting in decreased earnings or net losses. Gaming and other leisure activities that we will offer represent discretionary expenditures and participation in such activities have been particularly adversely impacted as a result of the economic downturn because consumers have less disposable income to spend on discretionary activities.
Furthermore, other uncertainties, including national and global economic conditions, other global events, or terrorist attacks or disasters in or around Southern Nevada could have a significant adverse effect on our business, financial condition and results of operations. The Acquired Casinos use significant amounts of electricity, natural gas and other forms of energy. As we will be a highly leveraged company, if adverse regional and national economic conditions persist or worsen, the decreased revenues from the Acquired Casinos attributable to decreases in consumer spending levels may result in a failure to satisfy additional financial and other restrictive covenants to which we are subject under our indebtedness that is outstanding following the Effective Date.
Furthermore, due to the existing uncertainty in the capital and credit markets, we may not be able to refinance our then-existing debt or obtain additional credit facilities on terms acceptable to us or at all. We will depend on the Las Vegas locals and repeat visitor markets as our key markets. As a result, we may not be able to attract a sufficient number of guests and gaming customers to make our operations profitable.
All of the Acquired Casinos are dependent upon attracting Las Vegas residents. We cannot be sure that we will be able to attract a sufficient number of guests, gaming customers and other visitors in Nevada to make our operations profitable.
During the economic downturn, the Las Vegas valley has not experienced population growth at the expected rates or at the same rates as it experienced prior to the economic downturn. There can be no assurance that population growth in Las Vegas will return to levels that justify future development, additional casinos or expansion of the Acquired Casinos or that we will be able to successfully adapt our business strategy to the current economic downturn or any further economic slowdown.
We will face substantial competition in the gaming industry and may experience a loss of market share. The Acquired Casinos face competition from all other casinos and hotels in the Las Vegas area including, to some degree, from each other. In addition, the Acquired Casinos face competition from all smaller non-restricted gaming locations and restricted gaming locations locations with 15 or fewer slot machines in the greater Las Vegas area, including those that primarily target the local and repeat visitor markets.
To a lesser extent, the Acquired Casinos compete with gaming operations in other parts of the state of Nevada, such as Reno, Laughlin and Lake Tahoe, and other gaming markets in the United States and in other parts of the world, with state sponsored lotteries, on-and-off-track pari-mutuel wagering, a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers, card rooms and other forms of legalized gambling.
Legalized casino gaming in such states and on Native American land will result in strong competition that could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations. We may incur losses that are not adequately covered by insurance which may harm our results of operations.
Although we will maintain insurance customary and appropriate for our business, we cannot assure you that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are underinsured.
Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payments of our obligations. We will be subject to litigation in the ordinary course of our business.
An adverse determination with respect to any such disputed matter could result in substantial losses. We will be, from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to our properties. In addition, there are litigation risks inherent in any construction or development of any of the Acquired Casinos.
Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses.
Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses. We may incur delays and budget overruns with respect to future construction projects.
Any such delays or cost overruns may have a material adverse effect on our operating results. We will evaluate expansion opportunities as they become available, and we may in the future develop projects in addition to the proposed facilities for the Native American Tribes. Construction projects, such as the proposed gaming facilities for the Native American Tribes, entail significant risks, including the following:.
The anticipated costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared by Station in consultation with its architects and contractors. We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all.
Budget overruns and delays with respect to expansion and development projects could have a material adverse impact on our results of operations. We may experience difficulty integrating operations of acquired companies and developed properties and managing our overall growth which could have a material adverse effect on our operating results. We may not be able to manage the operations of Station including, the recently opened Gun Lake Casino, the proposed projects with the Native American Tribes and future acquired companies or developed properties effectively, or realize any of the anticipated benefits of the acquisitions, including streamlining operations or gaining efficiencies from the elimination of duplicative functions.
The integration of other companies as assets will require continued dedication of management resources and may temporarily distract attention from our day-to-day business. In addition, because we plan to continue to pursue expansion and acquisition opportunities, we face significant challenges not only in managing and integrating the recently opened Gun Lake facility and the proposed projects with the Native American Tribes, but also managing our expansion projects and any other gaming operations we may acquire in the future.
Management of these new projects will require increased managerial resources, and we intend to continue our efforts to enhance our gaming management team. However, there can be no assurances that we will succeed in doing so. Failure to manage our growth effectively could have a material adverse effect on our operating results. We will be dependent upon Fertitta Entertainment, a newly formed entity controlled by Frank J.
Fertitta , to operate the Acquired Casinos pursuant to long term management contracts. Under the Plan, we will enter into Management Agreements with subsidiaries of Fertitta Entertainment. The Management Agreements will have a scheduled term of 25 years following the Effective Date and will have limited rights of termination. Pursuant to the Management Agreements, subsidiaries of Fertitta Entertainment will have significant discretion in the management and operation of the Acquired Casinos.
The success of the Acquired Casinos and, in turn, our business, will be substantially dependent upon Fertitta Entertainment and its affiliates. Subject to limited restrictions, Fertitta Entertainment and its affiliates will be permitted to manage the operations of other gaming companies and the officers and employees of Fertitta Entertainment and its affiliates will not be required to devote their full time and attention to managing the Acquired Casinos. There can be no assurance that Fertitta.
Entertainment will be successful at managing and operating the Acquired Casinos or that the terms of the Fertitta Entertainment management agreements will be in our best interests. We will rely on key personnel of Fertitta Entertainment, the loss of the services of whom could materially and adversely affect our results of operations. Fertitta III. All of our executive officers, other than Thomas M.
Unionization organization activities could disrupt our business by discouraging patrons from visiting our properties, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs. None of the Acquired Casinos is currently subject to any collective bargaining agreement or similar arrangement with any union.
Accordingly, there can be no assurance that the Acquired Casinos will not ultimately be unionized. Union organization efforts that may occur in the future could cause disruptions to the Acquired Casinos and discourage patrons from visiting our properties and may cause us to incur significant costs, any of which could have a material adverse effect on our results of operations and financial condition. In addition, union activities may result in labor disputes, including work stoppages, which could have a material adverse effect on our business, financial condition and results of operation.
Furthermore, unfavorable union contract settlements or collective bargaining agreements, should they be entered into, could cause significant increases in our labor costs, which could have a material adverse effect on the business of the Acquired Casinos and our financial condition and results of operation. Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits. Any work stoppage at one or more of the Acquired Casinos, including any construction projects which may be undertaken, could require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all.
Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting the Acquired Casinos. Strikes and work stoppages involving laborers at any construction project which may be undertaken could result in construction delays and increases in construction costs.
As a result, a strike or other work stoppage at one of the Acquired Casinos or any construction project could have an adverse effect on the business of the Acquired Casinos and our financial condition and results of operations. There can be no assurance that we will not experience a strike or work stoppage at one or more of the Acquired Casinos or any construction project in the future.
In addition, any unexpected shutdown of one of the Acquired Casinos or any construction project could have an adverse effect on the business of the Acquired Casinos and our results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, which may lead to a temporary or permanent shutdown of any of the Acquired Casinos.
We will regularly pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations. We will regularly evaluate and pursue new gaming acquisition and development opportunities in existing and emerging jurisdictions.
These opportunities may take the form of joint ventures. To the extent that we decide to pursue any new gaming acquisition or development opportunities, our ability to benefit from such investments will depend upon a number of factors including:. Most of these factors are beyond our control. Therefore, we cannot be sure that we will be able to recover our investment in any new gaming development opportunities or acquired facilities, or successfully expand to additional locations.
Station has invested, and we will likely continue to invest, in real property in connection with the pursuit of expansion opportunities. These investments are subject to the risks generally incident to the ownership of real property, including:.
The development of such properties will also be subject to restrictions under our secured credit facilities. We cannot be sure that we will be able to recover our investment in any such properties or be able to prevent incurring investment losses. We will be subject to extensive state and local regulation and licensing and gaming authorities will have significant control over our operations which could have an adverse effect on our business.
Our ownership and operation of gaming facilities will be subject to extensive regulation by the states, counties and cities in which we will operate. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations.
As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our domestic or foreign unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions.
Holders of Units who fail to obtain any licenses, authorizations, qualifications or findings of suitability, as may be required by Nevada Gaming authorities, will not be entitled to exercise any rights of ownership with respect to or receive any income from the Units. In addition, we are subject to various gaming taxes, which are subject to possible increase at any time.
Increases in gaming taxation could also adversely affect our results. Changes to the gaming tax laws could have an adverse effect on results of operations by increasing the cost of operating our business. The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state legislators and officials have proposed changes in taxes, or in the administration of tax laws, affecting the gaming industry.
The Nevada Legislature meets every two years for days and when special sessions are called by the Governor. The current legislative session began on February 7, and will end on June 6, There have been no specific proposals during the current legislative session to increase gaming taxes, however there are no assurances an increase in gaming taxes will not be proposed and passed by the Nevada Legislature, or that other taxes impacting gaming licenses or other businesses in general will not be enacted during this legislative session.
It is not possible to determine with certainty the likelihood of possible changes in tax law or in the administration of such law, regulations or compact provisions. Such changes, if adopted, could have a material adverse effect on our results of operations. Risks Related to our Substantial Indebtedness. We expect to have significant indebtedness upon the Effective Date. Such substantial indebtedness could make it difficult or impossible for us to meet our debt service obligations and finance our operating expenses, working capital needs and capital expenditures.
We will be a highly leveraged company. The ability to make these payments will be significantly impacted by general economic, financial, competitive and other factors beyond our control. Our substantial indebtedness could:.
Our indebtedness will impose restrictive financial and operating covenants that will limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities. In addition, our credit agreements will contain certain financial covenants, including minimum interest coverage ratio, total leverage ratio and maximum capital expenditures.
As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors.
A failure to comply with the covenants contained in the secured credit facilities or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse affect on our business, financial condition and results of operations. If we are unable to repay these amounts, the lenders under the Propco Credit Agreement, Opco Credit Agreement, GVR Credit Agreement or Restructured Land Loan or other indebtedness could proceed against the collateral granted to them to secure that indebtedness, which will include substantially all of our assets.
If the indebtedness under the Propco Credit Agreement, Opco Credit Agreement, GVR Credit Agreement or Restructured Land Loan or other indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all.
Conditions in the financial system and the capital and credit markets may negatively affect our ability to raise capital to fund capital expenditures, pursue proposed development, expansion or acquisition opportunities or refinance our significant indebtedness. Our businesses will be capital intensive. For the Acquired Casinos to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished.
Similarly, future construction and development projects, including but not limited to proposed gaming facilities for the Native American Tribes, and acquisitions of other gaming operations could require significant additional capital. We will rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained.
We will also be required in the future to refinance our outstanding debt. Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms. The credit, financial and equity markets have experienced disruption that has had a dramatic impact on the availability and cost of capital and credit.
While the United States and other governments have enacted legislation and taken other actions to help alleviate these conditions, there is no assurance that such steps will have the effect of easing the conditions in credit and capital markets. We are unable to predict the likely duration or severity of the current disruption in the capital and credit markets and we have no assurance that we will have further access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.
Our ability to service all of our indebtedness depends on our ability to generate cash flow, which is subject to factors that are beyond our control. Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to general economic, financial, competitive and other factors that are beyond our control.
In addition, a further deterioration in the economic performance of the casino properties may cause us to reduce or delay investments and capital expenditures, or to sell assets. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
Risks Related to our Units. Notwithstanding these provisions, under the Nevada Gaming Control Act, the Nevada Gaming Authorities may at any time, in their discretion, require the holder of any of our securities to file applications, be investigated and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of Nevada. If any equityholder fails to be found suitable, we may be required to sever all relationships, including through redemption of shares, with such equityholder, which may have a material adverse effect on our business and our equityholders.
In addition, such holders of Units who fail to obtain any necessary licenses, authorizations, qualifications or findings of suitability will not be entitled to exercise any rights of ownership with respect to or receive any income from the Units.
A public market for our Units may not develop which would affect the liquidity and pricing of our Units. We have not issued any Units. Therefore, there is currently no established public trading market for our Units, and there are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in our Units.
The liquidity of any market for our Units will depend, among other things, upon the number of holders of our Units, our financial performance, and the market for similar securities, none of which can be determined or predicted. Our Units are not and will not be listed for trading on any national securities exchange. Therefore, we cannot provide assurances that an active trading market will develop, or if a market develops, what the liquidity or pricing characteristics of that market will be.
We may, but are not required to, make distributions to enable our members to pay tax on income that is attributable to their ownership interest in us and do not plan to make other distributions. Our operational documents provide that we will, where possible, but do not require us to, make distributions to our members in respect of our taxable income that they recognize as a result of their ownership in the Company.
However, the making of such distributions will be subject to the availability of funds and compliance with the restrictions contained in our debt agreements. There can be no assurance that we will make such distributions. In addition, even if we do make tax distributions, we do not plan to pay any other dividends or make any other distributions on our Units in the foreseeable future.
Therefore, you should not expect to receive any distributions in the foreseeable future from your Units. Potential conflicts of interest may exist, or may arise, based on debt and management interests of the principal equityholders of Station Holdco.
Pursuant to the governance structure of Station Holdco, its directors will primarily be persons designated by FI Station Investor or the Mortgage Lenders. In addition, many major actions require approval of a majority of the directors designated by FI Station Investor and a majority of the directors designated by the Mortgage Lenders. FI Station Investor and the Mortgage Lenders may have interests that are different than, or in addition to, equity holders of Station Holdco, which could adversely affect such equity holders.
The interests of Fertitta Entertainment, in its capacity as an affiliate of the managers of the Propco Properties, the Opco Assets and Green Valley Ranch, may be different from, or in addition to, the interests of other equity holders of Station Holdco. Under certain circumstances, the imposition of increased leverage and interest service obligations on the Propco Properties, Opco Assets or Green Valley Ranch could adversely affect the equity value of the Company. The Company was formed for the purpose of acquiring substantially all of the assets of Station pursuant to the Plan.
We expect the Restructuring Transactions to be completed by June 30, , at which time we will acquire the Acquired Casinos. The historical financial results of Station are not indicative of our current financial condition or our future results of operations. Our future results of operations will be subject to significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control.
The results of operations for any interim period are not necessarily indicative of results of operations for a full fiscal year. This selected consolidated financial data may not be indicative of our future performance, including changes that will occur as a result of the Restructuring Transactions such as changes in capitalization. Operating Results:. Net revenues. Development c. Preopening d. Gain on dissolution of joint venture i. Change in fair value of derivative instruments.
Interest expense, net. Loss income before income taxes and reorganization items. Loss income before income taxes. Income tax benefit provision. Net loss income. Balance Sheet Data:. Total assets. Preopening expenses for the year ended December 31, include costs primarily related to the opening of Red Rock. During the Successor Period and the year ended December 31, , write-downs and other charges, net related to losses on asset disposals and severance expense.
The accrual for the office space lease termination is included in liabilities subject to compromise at December 31, in the accompanying Station Casinos, Inc. During the years ended December 31, and , Station recorded lease termination expense to terminate various leases primarily related to land adjacent to the current Wild Wild West property. In addition, in it was determined that certain office space that Station leased would no longer be utilized.
As such, the remaining lease payments were accrued. Reorganization items for the three months ended March 31, and primarily related to professional fees and retainers. Since our formation in August , we have had no operations. Upon the Effective Date, we will:.
Upon emergence , we intend to have approximately Voting Units and Non-Voting Units issued and outstanding. Station Voteco will be the only member of the Company entitled to vote on any matters to be voted on by the members of the Company. Under the Equityholders Agreement, in certain circumstances, holders of interests in Station Holdco will have the preemptive right to purchase or subscribe to any equity interests to be sold or issued by Station Holdco on the same terms and conditions as such equity interests are being offered and sold or issued to third parties.
Upon the Effective Date, we will adopt fresh-start reporting in accordance with ASC as it relates to the Plan. The historical consolidated financial results of Station are not indicative of our current financial condition or our future results of operations following the Effective Date.
Our future results of operations will be subject to these events and other significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control. Liquidity and Capital Resources.
Our cash flows will be affected by a variety of factors, many of which are outside of our control, including regulatory issues, competition, financial markets and other general business conditions. We believe that we will have sufficient liquidity through available cash, availability under our credit agreements and cash flow from the Acquired Casinos to fund our cash requirements and capital expenditures for at least twelve months after the Effective Date.
We will endeavor to fund capital expenditures for maintenance of our properties through our operating results. However, we cannot assure you that we will generate sufficient income and liquidity to meet all of our liquidity requirements and other obligations as our results for future periods are subject to numerous uncertainties which may result in liquidity problems, which could affect our ability to meet our obligations while attempting to meet competitive pressures or adverse economic conditions.
The following is a description of the debt arrangements we are expected to enter into following the Effective Date, including the estimated principal amounts outstanding. These estimates are based on the terms of the Plan and the current understanding with respect to the reorganization of Station.
The terms of the debt may be subject to change as the reorganization of Station. Propco Credit Agreement. The initial maturity date of the Propco Credit Agreement will be on the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, payment of a 1. Interest shall accrue on the principal balance at the rate per annum, as selected by the Company, of not more than LIBOR plus 3.
Additionally, the Company will be subject to a fee of 0. The Propco Credit Agreement is expected to contain certain financial and other covenants. These will include a minimum interest coverage ratio and total leverage ratio beginning eighteen months following the Effective Date.
The Propco Credit Agreement will be guaranteed by all subsidiaries of the Company except its unrestricted subsidiaries. The Propco Loan Documents will provide that, following termination of the management agreements which may be effected upon a default by affiliates of Fertitta Entertainment including certain specified defaults under the Propco Credit Agreement or foreclosure by the Propco Lenders , the Company and Fertitta Entertainment will provide full transition services to the Propco Lenders and their designees.
Opco Credit Agreement. The initial maturity date will be on the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults , accuracy of representations and warranties, and payment of 1. Interest shall accrue on the principal balance at the rate per annum, as selected by Opco, of not more than LIBOR plus 3.
Additionally, Opco will be subject to a fee of 0. The Opco Credit Agreement is expected to contain certain financial and other covenants. The Opco Credit Agreement will be secured by a pledge of Opco equity, together with all tangible and intangible assets of Opco Holdings, Opco and its subsidiaries other than property of unrestricted subsidiaries and subject to limitations required by applicable gaming laws.
The loan documents for the Opco Credit Agreement contain a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Opco and each restricted direct and indirect subsidiary thereof to incur additional indebtedness; create liens on assets; make investments and acquisitions; engage in certain transaction with affiliates, pay dividends, engage in mergers and fundamentally change its business.
The Opco Credit Agreement is expected to contain certain events of default including, among other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties; violation of covenants subject, in the case of certain covenants, to certain grace periods ; cross-default; bankruptcy events; certain ERISA events; material judgments; and a change of control as defined therein.
The loan documents will provide that, following termination of the management agreements which may be effected upon a default by affiliates of Fertitta Entertainment including certain specified defaults under the Opco Credit Agreement or foreclosure by the Opco Lenders , the Company and Fertitta Entertainment will provide full transition services to the Opco Lenders and their designees.
Restructured Land Loan. The initial maturity date is expected to be the fifth anniversary of the Effective Date. All interest on the Restructured Land Loan would be paid in kind i. CV Propco would have two options to extend the maturity date for an additional year to be available subject to absence of default, payment of up to 1.
Interest accruing in years 6 and 7 shall be paid in cash. There is no scheduled minimum amortization prior to final stated maturity, but the Restructured Land Loan will be subject to mandatory prepayments with excess cash. Documentation is expected to include customary representations, warranties, covenants, and events of default. The land carry costs of CV Propco are expected to be supported by the Company under a Support Agreement that provides for advances from the Company to CV Propco to fund taxes, insurance premiums and other land carry costs excluding debt service payable by CV Propco.
The Restructured Land Loan is expected to provide that, following the termination of management agreements which may be effected upon a default by affiliates of Fertitta Entertainment including certain specified defaults under the Propco Credit Agreement or foreclosure by the Propco Lenders, the Company and Fertitta Entertainment would provide full transition services to the CV Propco lenders and their designees.
GVR Credit Agreement. The maturity date of the first lien term loan is expected to be the fifth anniversary of the loan closing date and the maturity date of the second lien term loan is expected to be the sixth anniversary of the loan closing date. The first lien term loan is expected to have scheduled quarterly minimum amortization payments in the amount of one percent per annum.
We do not expect that there will be scheduled minimum amortization of the second lien term loan prior to final stated maturity. The GVR Term Loan is expected to be subject to customary mandatory prepayments, including sale of equity or debt and excess cash flow. The lenders and GVR are expected to enter into a customary Intercreditor agreement.
Results of Operations. Since our formation on August 9, , we have had no operations. Off-Balance Sheet Arrangements. We currently do not have any off-balance sheet obligations. Contractual Obligations. We currently do not have any contractual obligations. Station uses the non-gaming revenue departments to drive customer traffic to its properties. Recent Events. The accompanying consolidated financial. Chapter 11 Case. On July 28, , the Debtors filed voluntary petitions in the Bankruptcy Court under chapter 11 of title 11 of the United States Code.
The Bankruptcy Court entered an order confirming the Plan on August 27, The GVR Asset Purchase Agreement is subject to, among other things, the bankruptcy court entering a confirmation order confirming the chapter 11 plan of reorganization of GVR. Station concluded its solicitation of acceptance of the Plan and received its confirmation from the Bankruptcy Court on August 27, The Debtors continue to conduct their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
Major Las Vegas Operations a. Management fees b. Other operations and corporate c. Cash flows used in provided by:. Operating activities. Investing activities. Financing activities. No management fees from Green Valley Ranch and Aliante Station were recognized during the three months ended March 31, and Consolidated net revenues for the three months ended March 31, decreased by 0.
Operating results are discussed in more detail below. The following table highlights the various sources of revenues and expenses as compared to the prior period dollars in thousands, unaudited :. Casino revenues.
Casino expenses. Food and beverage revenues. Food and beverage expenses. Other revenues. Other expenses. Selling, general and administrative expenses. Percent of net revenues. Corporate expense. Earnings from joint ventures. Casino revenues increase 1. Food and Beverage. Food and beverage revenues increased Food and beverage expenses increased Average daily rate. Revenue per available room. Other revenues primarily include income from gift shops, bowling, entertainment, leased outlets and spas.
Management Fees. MPM is a variable interest entity and required to be consolidated. Corporate Expense. Corporate expense as a percentage of net revenues decreased to 2. Development and preopening expense. Development and preopening expense includes costs to identify potential gaming opportunities and other development opportunities, and expenses incurred prior to the opening of projects under development, including payroll, travel and legal expenses.
The decrease in development and preopening expense is primarily the result of decreased activity related to projects under development. Depreciation and Amortization. Depreciation and amortization decreased Write-downs and Other Charges, net. Earnings from Joint Ventures.
Interest Expense. Interest expense, net of capitalized interest, decreased Interest and Other Expense from Joint Ventures. Prior to the termination of this interest rate swap, the liability was carried at fair value, which incorporated nonperformance risk adjustments related to credit risks of both counterparties in accordance with ASC Topic , Derivatives and Hedging.
Upon early termination of the swap, fair value accounting for the swap was discontinued and the carrying value of the liability was increased to a fixed termination settlement amount which does not incorporate a nonperformance risk adjustment. Change in Fair Value of Derivative Instruments.
Income Tax Benefit Provision. The projected book loss for is significantly lower than the projected book loss for In addition, there were significant increases to the valuation allowance that caused a reduction in the prior year effective tax rate. The following table highlights the results of operations for Station as compared to prior years dollars in thousands :.
Percent change. Other Operations and Corporate c. No management fee revenue was recognized for Green Valley Ranch and Aliante Station during due to debt-related cash restrictions at those properties. Net Revenues. Consolidated net revenues for the year ended December 31, decreased During the years ended December 31, , and , Station experienced an overall decrease in revenues across all of its properties as a result of the ongoing economic weakness in Las Vegas and across the United States.
High unemployment, weak consumer confidence levels and depressed real estate values have continued to negatively impact the economic climate in the Las Vegas area and are expected to continue in Asset impairment charges are discussed in more detail below.
Room revenues. Room expenses. Losses earnings from joint ventures. Casino revenues decreased 8. Casino revenues decreased These decreases in casino revenues are primarily due to the continuation of the general economic slowdown discussed above. Casino expenses decreased The casino operating margin for the year ended December 31, increased to Food and beverage revenues decreased The number of restaurant guests served decreased Food and beverage expenses decreased 8.
The food and beverage margin for the year ended December 31, decreased 4. The average guest check for the year ended December 31, increased by approximately 1. Food and beverage expenses decreased The year over year decreases in room revenues for the years ended December 31, and , respectively, are primarily due to the continued economic slowdown discussed above, and the decreases in room expenses for the same periods are due mainly to lower occupancy levels.
Other revenues primarily include income from gift shops, bowling, entertainment, leased outlets and the spa. Other revenues decreased 8. The decreases in other revenues are primarily the result of reduced customer spending in these areas as a result of the general economic slowdown discussed above. During Station did not recognize management fee revenue from Green Valley Ranch and Aliante Station due to debt-related cash restrictions in place at those properties.
Corporate expense increased 5. The decrease was primarily related to reduced payroll expense and health benefit costs resulting from cost savings initiatives. Development and Preopening Expense. Development and preopening expense includes costs to identify potential gaming opportunities and other development opportunities, and expenses incurred prior to the opening of projects under development.
The primary components of such costs are payroll, travel, legal expenses and milestone payments. Depreciation and amortization decreased 8. Internal Maintenance Manager. Internal Maintenance - Steakhouse Beverage Sommelier. Steakhouse Beverage - Table Games Pit Clerk. Table Games - Chief Engineer. Maintenance - Operations Manager. Executive Admin - All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, sexual orientation, gender identity, disability status, or protected veteran status.
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