UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2007
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (702) 794-9527
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On April 27, 2007, we executed a commitment letter agreement with
Wachovia Bank, National Association ("Wachovia") and Wachovia Capital Markets,
LLC under which we obtained a commitment from Wachovia to use its best efforts
to market and syndicate up to $245 million of senior secured credit facilities
for us (the "Facilities"). The Facilities would be comprised of a $20 million
five-year revolving credit facility and a $225 million seven-year term loan
facility. Substantially all of the outstanding principal amount of the term loan
would mature in the seventh year of the term. We would be permitted to prepay
the Facilities without premium or penalties, subject to our payment of any
funding losses if we enter into swap arrangements related to any LIBOR-based
loan under the Facilities. Interest on loans under the Facilities would bear
interest at a rate dependent in large part upon the rating we receive from the
rating agencies.
The Facilities would be guaranteed by all of our active subsidiaries
and would be secured by a first priority perfected lien on the stock of those
subsidiaries and all or substantially all of our and our subsidiaries' assets.
The commitment letter agreement provides that if we obtain the
Facilities, we will use the proceeds for, among other purposes, the refinancing
of our 11% Senior Secured Notes due June 15, 2010 in the original principal
amount of $215 million and payment of the applicable call premium on those
notes.
Wachovia's commitment to use its best efforts to secure commitments
from other lenders for the Facilities is subject to various conditions
precedent, including satisfactory completion of due diligence reviews,
completion of a definitive credit agreement with us and related documentation
for the Facilities (which will contain, among other things, representations,
warranties, covenants and events of default customarily found in similar
financings) and the absence of material adverse changes on our part.
We anticipate that the aggregate fees and other costs we incur in
connection with the commitment and the actual obtaining of the Facilities would
be approximately $2.1 million. In addition to paying fees and expenses, we are
obligated to indemnify and hold harmless Wachovia and related parties from and
against liabilities related to or arising out of the Facilities and the related
transactions.
Forward-Looking Statements. This report contains "forward-looking
statements," as defined in 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 the words "may," "would," "could," "likely,"
"estimate," "intend," "plan," "continue," "believe," "expect," "projections" or
"anticipate" and similar words and include all discussions about the Facilities,
including whether we will in fact obtain the Facilities and, if so, what the
definitive terms and conditions of the Facilities will be, and our total costs
associated with this project. We do not guarantee that we will obtain the
Facilities nor do we guarantee what the definitive terms and conditions of the
Facilities would be. Although we believe that our forward-looking statements are
reasonable at the present time, we may not achieve our plans, objectives and
expectations or we may modify them. You should read this report completely and
with the understanding that our actual results may be materially different from
what we expect. We do not plan to update forward-looking statements even though
our situation or plans may change in the future, unless applicable law requires
us to do so.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 3, 2007 RIVIERA HOLDINGS CORPORATION
By: /s/ Mark Lefever
Mark Lefever
Treasurer and Chief Financial Officer