Item 7.01 Regulation FD Disclosure
On January 27, 2022, PlayAGS, Inc. (the “Company”) issued a press release announcing that it is seeking to amend and restate that certain First Lien Credit Agreement, dated as of June 6, 2017, as amended on December 6, 2017, as amended and restated on February 7, 2018, as amended and restated on October 5, 2018, as amended on August 30, 2019, as amended on May 1, 2020, and as amended on August 4, 2021, by and among AP Gaming I, LLC, AP Gaming Holdings, LLC, the lenders party thereto and Jefferies Finance LLC, as administrative agent (the “Credit Agreement”), to, among other things, incur $575.0 million of new first lien term loans due 2029 and enter into a new $40.0 million revolving credit facility due 2027. The Company intends to use the proceeds of the new first lien term loans together with approximately $53 million from cash on the balance sheet to repay its outstanding $614.8 million term loans due 2024 and pay approximately $13 million of prepayment premiums, fees and expenses. The Company does not intend to draw on its revolver at the closing of the refinancing transactions. The refinancing transactions are subject to market and other conditions, and may not occur as described or at all. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the refinancing transactions, the Company will provide a presentation to its lenders (the “Presentation”). Certain slides of the Presentation are available on the Company’s website.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
****
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,” “might,” “likely,” “expect,” “anticipates,” “intends,” “plans,” “seeks,” “estimates,” “believes,” “continues,” “projects,” “targets” and similar references to future periods, or by the 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 current views, models, and assumptions of the Company, and are subject to various risks and uncertainties that cannot be predicted or qualified and could cause actual results in 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 ability of the Company to maintain strategic alliances, unit placements or installations, grow revenue, garner new market share, secure new licenses in new jurisdictions, successfully develop or place proprietary product, comply with regulations, have its games approved by relevant jurisdictions, the effects of COVID-19 on the Company’s business and results of operations, and other factors set forth under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on 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 speak only to the facts and circumstances present 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.