UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
December 21, 2007
TRUMP ENTERTAINMENT RESORTS, INC.
TRUMP ENTERTAINMENT RESORTS HOLDINGS, LP
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
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(Exact Name of Registrants as Specified in Their Charters)
Delaware
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13794 13-3818402
33-90786 13-3818407
33-90786-01 13-3818405
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(Commission File Number) (IRS Employer Identification No.)
15 South Pennsylvania Avenue
Atlantic City, New Jersey 08401
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(Address of Principal Executive Offices) (Zip Code)
609-449-6515
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 21, 2007, Trump Entertainment Resorts Holdings, L.P.
("Holdings"), as borrower, and Trump Entertainment Resorts, Inc. (the "Company")
and certain of its direct and indirect subsidiaries, as guarantors, entered into
a Credit Agreement (the "New Credit Agreement") with Beal Bank and Beal Bank
Nevada, as initial lenders, and Beal Bank, as collateral agent and
administrative agent. The following description of the New Credit Agreement is
qualified in its entirety by reference to the agreement itself, a copy of which
is an exhibit hereto.
Under the New Credit Agreement, Holdings borrowed $393,250,000 on
December 21, 2007. Prior to December 21, 2008 and subject to the satisfaction of
standard conditions, Holdings may also borrow under the New Credit Agreement up
to an additional $100,000,000 (the "Delayed Draw Term Loan"). To the extent
amounts available for the Delayed Draw Term Loan have not been drawn by Holdings
by December 21, 2008, the lenders will have the option to direct that such
amounts be funded to Holdings.
The borrowings under the New Credit Agreement are to be used to (i)
refinance all amounts outstanding under the Credit Agreement, dated as of May
20, 2005, by and among Holdings, the Company, the lenders party thereto, the
agents party thereto, and Morgan Stanley Senior Funding, Inc., as administrative
agent (the "Prior Credit Agreement"), (ii) pay fees and expenses incurred in
connection with the New Credit Agreement and the refinancing of the Prior Credit
Agreement, (iii) fund the construction of the new tower at the Trump Taj Mahal
Casino Resort in Atlantic City, New Jersey, and (iv) provide financing for
working capital, capital expenditures and other general corporate purposes.
The New Credit Agreement matures on December 21, 2012. Until such
maturity date, Holdings is required to pay quarterly principal amortization
installments of 0.25% of the aggregate principal amount of loans outstanding
under the New Credit Agreement, with the balance of the principal amount due on
the maturity date.
Holdings may be required to apply the net proceeds of equity or debt
financings or asset sales toward repayment of the loans. Holdings may elect, at
its option, to prepay loans outstanding under the New Credit Agreement, provided
that, in connection with certain prepayments, Holdings may be required to also
pay the lenders a yield maintenance payment or prepayment fee as provided in the
New Credit Agreement.
Borrowings under the New Credit Agreement are secured by a security
interest in substantially all of the assets of Holdings and its subsidiaries,
and guaranteed by the Company and certain of its direct and indirect
subsidiaries.
Under the New Credit Agreement, the Company is subject to certain
affirmative and negative covenants. The negative covenants impose restrictions
with respect to, among other things, (i) incurring debt, (ii) incurring liens,
(iii) engaging in new lines of business, (iv) mergers or consolidations, (v)
sales or other dispositions of assets, (vi) investments, (vii) dividends or
distributions on, or repurchases of, equity interests, (viii) prepaying or
repurchasing debt, and (ix) certain capital expenditures.
In connection with the closing under the New Credit Agreement, Holdings
paid the lenders a closing fee equal to 1% of the $493,250,000 total credit
facility. In addition, Holdings agreed to pay the lenders a commitment fee,
quarterly in arrears, at the rate of 0.5% per annum on the un-drawn portion of
the Delayed Draw Term Loan availability.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
See Item 1.01 above.
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Credit Agreement, dated as of December 21, 2007, among Trump
Entertainment Resorts Holdings, L.P., as borrower, Trump
Entertainment Resorts, Inc. and the other guarantors party
thereto, as guarantors, the initial lenders party thereto, and
Beal Bank, as administrative agent and collateral agent.
99.1 Press Release issued by Trump Entertainment Resorts, Inc. on
December 27, 2007. The information set forth in Exhibit 99.1
attached hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall
be expressly set forth by specific reference in such filing.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the Registrants has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 27, 2007
TRUMP ENTERTAINMENT RESORTS, INC.
By: /s/ Robert M. Pickus
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Name: Robert M. Pickus
Title: Chief Administrative Officer and General Counsel
TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.
By: /s/ Robert M. Pickus
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Name: Robert M. Pickus
Title: Chief Administrative Officer and General Counsel
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
By: /s/ Robert M. Pickus
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Name: Robert M. Pickus
Title: Chief Administrative Officer and General Counsel
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