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| UWN > SEC Filings for UWN > Form 8-K on 12-Dec-2008 | All Recent SEC Filings |
12-Dec-2008
Entry into a Material Definitive Agreement, Financial Statements and Ex
Nevada Gold & Casinos, Inc. (the "Company") announced that, effective December 12, 2008, a wholly-owned subsidiary entered into an agreement (the "Buena Vista Agreement") for the sale of its Class B membership interest in Buena Vista Development Company, LLC ("BVDC") and its $14.8 million promissory note due from BVDC. The purchaser is B.V. ORO, LLC ("ORO"). BVDC is developing a casino for the Buena Vista Rancheria of Me-Wuk Indians (the "Tribe"), an Indian tribe located in Amador County, California.
Pursuant to the Buena Vista Agreement, the Company has received $16 million in cash and will be paid $4 million within two years after the opening of the casino to be built for the Tribe. Interest on any unpaid balance will be at a rate of prime plus 1%. In addition, the Company, through its subsidiary, will retain a "carried interest" entitling it to receive an amount equal to 5% of any cash distributions ORO receives from BVDC on the Class B membership interest, excluding receipt of principal or interest on the $14.8 million promissory note.
Also, the Company and its Lender entered into a Use of Proceeds Agreement whereby the Company will repay $5.55 million of its debt from funds received pursuant to the Buena Vista Agreement. The Company's remaining debt balance of $10 million is due June 30, 2010. In addition, the Lender will retain a security interest on the 5% "carried interest" and the right to receive the remaining $4 million pursuant to the Buena Vista Agreement. Following this transaction, the Company will have approximately $15 million of cash available for acquisitions and general use and a $10 million "Project Fund" utilization of which is subject to Lender approval.
The Buena Vista Agreement, the Use of Proceeds Agreement and Press Release dated December 12, 2008 are filed herewith.
(c) Exhibits. The following exhibits are furnished as part of this
current Report on Form 8-K:
10.1 Purchase Agreement dated November 25, 2008 between Nevada Gold BVR,
LLC and B.V. Oro, LLC
10.2 Agreement Regarding Use of Proceeds of Buena Vista Sale and
Regarding Remaining Amount Due Under the Agreement Regarding Loans
and Amendment to Agreement Regarding Use of Proceeds of IC-BH Sale
"Projects Fund" Section dated November 24, 2008 between Nevada Gold
& Casinos, Inc., Nevada Gold BVR, LLC and Louise H. Rogers
99.1 Press Release dated December 12, 2008
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