form8k06937_07232009.htm
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 Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 23,
2009
RIVIERA
HOLDINGS
CORPORATION
|
|
(Exact
name of registrant as specified in its charter)
|
| |
|
|
|
|
|
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
| |
|
|
2901
Las Vegas Boulevard
Las
Vegas, Nevada
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (702)
794-9237
|
|
|
(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
2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On July
23, 2009, Riviera Holdings Corporation (the “Company”) received a Notice of
Early Termination for Event of Default (the “Default Notice”) from Wachovia
Bank, National Association (“Wachovia”) in connection with an event of default
that occurred under the ISDA Master Agreement, dated as of May 31, 2007 (as
amended, modified, waived, supplemented, extended, restated or replaced from
time to time) between Wachovia and the Company (the “Swap
Agreement”).
The
Default Notice alleges that an event of default has occurred and is continuing
pursuant to Sections 5(a)(i) and 5(a)(vi)(1) of the Swap
Agreement. Section 5(a)(i) of the Swap Agreement addresses payments
and deliveries specified under the Swap Agreement and Section 5(a)(vi)(1) of the
Swap Agreement addresses cross defaults.
The
Default Notice provides further that Wachovia has designated an early
termination date of July 27, 2009, in respect of all remaining transactions
governed by the Swap Agreement, including an interest rate swap transaction with
a trade date of May 31, 2007. On July 28, 2009, the Company received
a Notice of Amount Due Following Early Termination from Wachovia claiming the
amount due and payable to Wachovia under the Swap Agreement is
$26,573,189.
As
previously reported on Current Report on Form 8-K filed April 6, 2009 and on the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, the
Company had on April 1, 2009 received a Notice of Event of Default and
Reservation of Rights (the “First Default Notice”) in connection with an alleged
event of default under the Swap Agreement. The First Default Notice alleged
that (a) pursuant to Section 5(a)(vi)(i) of the Swap Agreement, an event of
default existed due to the occurrence of an event of default(s) under the
Company’s $245 million Credit Agreement, dated June 8, 2007, and (b)
pursuant to Section 5(a)(i) of the Swap Agreement, an event of default existed
due to the Company’s failure to make payments totaling approximately $2.1
million to Wachovia with respect to one or more transactions under the Swap
Agreement. The Company has not paid this overdue amount and the
applicable grace period to make this payment has expired.
SIGNATURE
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: July
29, 2009
|
RIVIERA
HOLDINGS CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Phillip
B. Simons
|
|
|
|
Treasurer
and Chief Financial Officer
|