As filed with the Securities and Exchange Commission on June 28, 2018July 1, 2020

RegistrationRegistration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMFORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Boyd Gaming Corporation*

(Exact name of Registrant as specified in its charter)

*And Additional Guarantor Subsidiary Registrants

(see Table of Additional Registrants below)

7990

(Primary Standard Industrial

Classification Code Number)

3883 Howard Hughes Parkway, Ninth Floor

Las Vegas, Nevada, 89169

(702)(702) 792-7200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Josh Hirsberg

Executive Vice President, Chief Financial Officer and Treasurer

Boyd Gaming Corporation

3883 Howard Hughes Parkway, Ninth Floor

Las Vegas, Nevada 89169

(702)(702) 792-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Brandon C. Parris, Esq.Senet S. Bischoff

MorrisonLatham & FoersterWatkins LLP

425 Market Street885 Third Avenue

San Francisco, CA 94105

(415) 268-7000New York, NY 10022

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated June 28, 2018July 1, 2020

PROSPECTUS

Boyd Gaming Corporation

$700,000,0001,000,000,000

Offer to Exchange

$700,000,0001,000,000,000 of 6.000%4.750% Senior Notes due 2026,2027, Which Have Been Registered Under the Securities Act, for any and all Outstanding 6.000%4.750% Senior Notes due 20262027

The Exchange Notes

We are offering to exchange up to $700.0 million$1.0 billion aggregate principal amount of our senior notes for exchange notes which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), which will be issued under a single indenture and will have the principal amounts, interest rates and maturity dates as follows:

The terms of the exchange notes will be substantially similar to the old notes, except for the elimination of some transfer restrictions, registration rights and certain provisions regarding additional interest relating to the old notes.

The exchange notes will be guaranteed by certain of our current and future domestic restricted subsidiaries. The exchange notes will be our unsecured senior obligations, will rank senior in right of payment to any of our future subordinated debt and will rankpari passu in right of payment with all of our existing and future senior debt. The exchange notes will be effectively subordinated to our existing and future secured indebtedness, including debt under the Boyd Gaming Credit Facility (as defined herein), to the extent of the value of the collateral securing such indebtedness and structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the exchange notes. The guarantees will be unsecured senior obligations of the guarantors, will rank senior in right of payment to any future guarantor subordinated debt and will rankpari passu in right of payment with all existing and future guarantor senior debt.debt, including our Credit Facility and the Existing Notes. The guarantees will be effectively subordinated to the guarantors’ existing and future secured indebtedness including debt under our Credit Facility, to the extent of the value of the collateral securing such indebtedness. The exchange notes will be structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the exchange notes. See “Description of the Exchange Notes.”

Material Terms of the Exchange Offer

The exchange offer expires at 5:0011:59 p.m., New York City time, on                 ●, 2018,, 2020, unless extended.

Our completion of the exchange offer is subject to customary conditions.

Upon our completion of the exchange offer, all old notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of exchange notes that are registered under the Securities Act. Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer, as provided in this prospectus.

The exchange of the exchange notes for old notes pursuant to the exchange offer will not be a taxable exchange for U.S. Federal income tax purposes.

We will not receive any proceeds from the exchange offer.

There is no existing public market for the old notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 90 days from the date on which the registration statement of which this prospectus is a part is declared effective and (ii) the date on which any broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to such broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Please see “Risk Factors” beginning on page 2316 of this prospectus for a discussion of certain factors that you should consider before participating in this exchange offer.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission, any state gaming commission or any other gaming authority or other regulatory agency has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is unlawful.

The date of this prospectus is                 ●, 2018., 2020.

TABLE OF CONTENTS

i

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying at the Public Reference Room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is http://www.sec.gov. You can also obtain information about us from the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common stock is listed.

We maintain a website at http://www.boydgaming.com. You may access our Annual Reports on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, do not constitute part of and are not incorporated into and are not a part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We incorporate by reference the documents listed below and any future filings made with the SEC by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except any portions of such filings that are not deemed to be filed under such sections):

All documents and reports filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after (i) the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) the date of this prospectus and before the termination or completion of this offering, are deemed to be incorporated by reference in this prospectus from the date of filing of such documents or reports, except as to any portion of any future annual or quarterly reports or proxy statements that is not deemed to be filed under those sections.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that any statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or

To ensure timely delivery of documents incorporated by reference in this prospectus, please make your requests as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer. The exchange offer will expire at 5:0011:59 p.m., New York City time, on                 •, 2018,,                  unless extended.

iii

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements include, without limitation, statements regarding our expectations, hopes or intentions regarding the future. These forward-looking statements can often be identified by their use of words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “pursue,” “target,” “project,” “intend,” “plan,” “seek,” “should,” “assume” and “continue,” as well as variations of such words and similar expressions referring to the future.

Forward-looking statements in this prospectus include, but are not limited to, statements regarding:

iv

All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements in this prospectus (including any document incorporated by reference) are made only as of the date of the document in which they are contained, based on information available to us as of the date of that document, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them. All subsequent written and oral forward-looking statements attributable

to ensure timely delivery. We and the exchange agent are under no duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “The Exchange Offer—Resale of Exchange Notes” and “Plan of Distribution.”

If you do not exchange your old notes, there will be restrictions on your ability to resell your old notesnotes.

Holders of old notes who do not exchange their old notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. To the extent that old notes are tendered and accepted in the exchange offer, the trading market for any untendered and tendered but unaccepted old notes could be adversely affected. See “The Exchange Offer—Consequences of Failure to Exchange.”

Pursuant to the terms of the registration rights agreement, we will be required to use commercially reasonable efforts to file a shelf registration statement pursuant to Rule 415 of the Securities Act if (i) the exchange offer is not permitted by applicable law or SEC policy, (ii) the exchange offer is not consummated by June 25, 2019December 3, 2020 or (iii) if any holder of the old notes notifies us prior to the 10th business day following consummation of the exchange offer that (a) such holder, alone or together with other holders who hold in the aggregate at least $1.0 million in principal amount of old notes, was prohibited by applicable law or SEC policy from participating in the exchange offer, (b) such holder may not resell the exchange notes to the public without delivery of a prospectus and the prospectus contained in the exchange offer registration statement may not be used for such resales by such holder or (c) such holder is a broker-dealer who holds old notes acquired directly from us or any of our affiliates. See “The Exchange Offer—Shelf Registration Statement.”

Your ability to sell your exchange notes may be impaired because the exchange notes arenon-investment grade debtdebt.

At the time of this exchange offer, the exchange notes arenon-investment grade debt. There can be no assurance that the exchange notes will ever achieve or maintain investment grade status. Many institutional investors have policies that prohibit or restrict their investment innon-investment grade debt. As a result, any trading market that may develop for the exchange notes may be relatively illiquid and you may encounter difficulties in disposing of your exchange notes. Moreover, the market fornon-investment grade debt has, historically, been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market, if any, for the exchange notes will be free from similar disruptions, and any such disruptions may adversely affect the prices at which you may sell your exchange notes.

Risks Related to the Exchange Notes

Your right to receive payments on the exchange notes is unsecured and will be effectively subordinated to our and our guarantors’ existing and future secured debt, including obligations under the Boyd Gaming Credit Facility, to the extent of the value of the collateral securing such debt, and structurally subordinated to the existing and future debt and other liabilities of our subsidiaries that do not guarantee the exchange notesnotes.

The exchange notes will be effectively subordinated to any secured debt, including debt under the Boyd Gamingour Credit Facility, to the extent of the value of the collateral securing such debt. Certain of our current and

We and our wholly-owned subsidiariesthe guarantors had approximately $3.0$1.9 billion of long-term debt as of March 31, 2018 (of which $1.5 billion was outstanding under the Boyd Gaming Credit Facility) and which amounts includeFacility as of May 31, 2020, excluding approximately $24.0 million of current maturities of such long-term debt and exclude approximately $12.8$12.6 million in aggregate of outstanding letters of credit, in each case as of March 31, 2018.credit. In addition, an aggregate amount of approximately $595.4$3.0 million was available for borrowing under the Boyd GamingRevolving Credit Facility as of MarchMay 31, 2018.2020. All obligations under the Boyd Gamingour Credit Facility would beare effectively senior to the exchange notes offered hereby to the extent of the collateral securing such facility.

For the three months ended March 31, 2018 and the year ended December 31, 2017,2019, our wholly-ownednon-guarantor subsidiaries accounted for approximately $10.0$86.1 million, or 1.7%2.6%, and $42.7 million, or 1.8%, respectively, of our total revenues, and at MarchDecember 31, 2018,2019, accounted for approximately $482.3$311.7 million, or 10.4%4.7%, of our total assets, and approximately $19.3$111.7 million, or 0.6%2.1%, of our total liabilities (excluding intercompany liabilities).

We are a holding company and depend on the business of our subsidiaries to satisfy our obligations under the exchange notesnotes.

We are a holding company. Our subsidiaries conduct substantially all of our consolidated operations and own substantially all of our consolidated assets. Consequently, our cash flow and our ability to pay our debts depends on our subsidiaries’ cash flow and their payment of funds to us. Our subsidiaries are not obligated to make funds available to us for payment on the exchange notes. In addition, our subsidiaries’ ability to make any payments to us will depend on their earnings, the terms of their indebtedness, business and tax considerations, contractual, legal and regulatory restrictions, economic conditions and other factors that are beyond our control.

Depending on our ability to service our indebtedness, we may need or decide to refinance all or a portion of our indebtedness before maturity and cannot provide assurance that we will be able to refinance any of our indebtedness, including the exchange notes, on commercially reasonable terms, or at all. We may have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets, restructuring debt, obtaining additional equity or debt financing, or entering into joint ventures.

Additionally, the ability of our subsidiaries to make payments to us is governed by the gaming laws of certain jurisdictions, which place limits on the amount of funds which may be transferred to us and may require prior or subsequent approval for any payments to us.

We have, and are permitted to create further, unrestricted subsidiaries, which will not be subject to any of the covenants in the indenture, and we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay our indebtednessindebtedness.

Unrestricted subsidiaries are not subject to the covenants under the indenture. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the exchange notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the exchange notes.

right to reinvest the proceeds from such sales or repay other senior indebtedness, within a limited period after such sales, we will be required to offer to repurchase outstanding exchange notes as specified in the indenture governing the exchange notes.

However, it is possible that we will not have sufficient funds at the time of the change of control or the time of the repurchase obligation resulting from asset sales to make the required repurchase of exchange notes or that restrictions in the Boyd Gaming Credit Facility will not allow such repurchases.

Our failure to repurchase the exchange notes would be a default under the indenture governing the exchange notes and the old notes (to the extent any remain outstanding following the exchange offer) and could result in a cross default under the Boyd Gaming Credit Facility, the indenture governing our 6.875% senior notes due 2023 and/or the indenture governing our 6.375% senior notes due 2026.2026, the indenture governing our 6.000% senior notes due 2026 and/or the indenture governing our 8.625% senior notes due 2025. In addition, events constituting a change of control would generally require us to offer to repurchase our 6.875% senior notes due 2023 and our 6.375% senior notes due 2026, our 6.000% senior notes due 2026 and our 8.625% senior notes due 2025, of which an aggregate principal amount of $750.0$750 million, $700 million and $750.0$600 million, respectively, was outstanding at MarchMay 31, 2018.2020 (or as of the date hereof. A change of control could also constitute an event of default under the Boyd Gaming Credit Facility, which as of MarchMay 31, 20182020 had aan outstanding principal outstanding balance of $1.5approximately $1.9 billion. To the extent that proceeds from certain asset sales are not reinvested or used to repay the exchange notes, obligations under the Boyd Gaming Credit Facility or other senior debt, we are required by the terms of the indenture governing our 6.875% senior notes due 2023, the indenture governing our 6.375% senior notes due 2026, the indenture governing our 6.000% senior notes due 2026, the indenture governing our 8.625% senior notes due 2025 and the indenture governing the old notes and the exchange notes offered hereby to make an offer to purchase such notes. It is possible that we will not have sufficient funds at such time to make the required repurchase of our outstanding notes, including the exchange notes offered pursuant to this prospectus, or that restrictions in the Boyd Gamingour Credit Facility, the indenture governing the exchange notes and/or the indentures governing the 6.875% senior notes due 2023, the 6.375% senior notes due 2026, the 6.000% senior notes due 2026 and any oldthe 8.625% senior notes respectively,due 2025 will not allow such repurchases. It is also possible that we will not be able to make any obligatory payment on the Boyd Gaming Credit Facility in such circumstances.

The indenture governing the exchange notes contains restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and adversely affect you, as holders of the exchange notesnotes.

The indenture governing the exchange notes offered hereby contains a number of significant covenants that could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. The indenture governing the exchange notes offered hereby restricts our ability and the ability of our restricted subsidiaries to, among other things:

These covenants are subject to important exceptions and qualifications as described under “Description of the Exchange Notes.” For example, the asset sale covenant does not prohibit the sale or transfer of assets with a fair market value of $125 million or less per year and therefore we may dispose of assets with significant value without restriction.

governing our long-term indebtedness. Any default under the indenture governing the exchange notes could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws.

Holders of the exchange notes may not be able to determine when a change of control giving rise to their right to have the exchange notes repurchased has occurred following a sale of “substantially all” of our assetsassets.

The definition of change of control in the indenture that governswill govern the exchange notes includes a phrase relating to the sale of “all or substantially all” of our assets. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “substantially all” of our assets. As a result, it may be unclear as to whether a change of control has occurred and whether we are required to make an offer to repurchase the exchange notes.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantorsguarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor, if the guarantor at the time it incurred the indebtedness evidenced by its guarantee:

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

We, meaning only Boyd Gaming Corporation, have no significant operations of our own and derive substantially all of our revenue from our subsidiaries. If a guarantee of the exchange notes by a subsidiary were voidedavoided as a fraudulent transfer, holders of other indebtedness of, and trade creditors of, that subsidiary would generally be entitled to payment of their claims from the assets of the subsidiary before such assets could be made available for distribution to us to satisfy our own obligations, such as the exchange notes.

You may have to dispose of the exchange notes if your ownership of the exchange notes is determined to be harmful to usus.

The gaming authority of any jurisdiction in which we currently conduct or in the future may conduct or propose to conduct gaming may require that a holder of the exchange notes be registered, licensed, qualified or found suitable, or comply with any other requirement under applicable gaming laws. Under the indenture governing the exchange notes, we aremay in certain circumstances be able to redeem or require you to dispose of all or a portion of your exchange notes, and if required by the applicable gaming authority, we will be required to redeem or require you to dispose of, all or a portion of your exchange notes to the extent required by thesuch gaming authority or deemed necessary or advisable by us.

The redemption price will be equal to the lesser of:

By accepting an exchange note, each holder or beneficial owner of an exchange note agrees that the exchange notes held by such holder or beneficial owner shall be subject to the aforementioned provisions. Holders of the exchange notes may not be able to reinvest the redemption proceeds in a comparable security at an interest rate as high as the interest rate of the notes being redeemed.

Many of the covenants contained in the indenture governing the exchange notes will be suspended if the exchange notes are rated investment grade by Standard & Poor’s or Moody’s and no default or event of default has occurred and is continuingcontinuing.

Many of the covenants in the indenture governing the exchange notes will be suspended if the exchange notes are rated investment grade by Standard & Poor’s or Moody’s, provided at such time no default or event of default has occurred and is continuing. These covenants include restrictions on our ability to pay dividends, to incur debt and to enter into certain transactions. There can be no assurance that the exchange notes will ever be rated investment grade. However, suspension of these covenants would allow us to engage in certain transactions that would not have been permitted while these covenants were in force and these transactions will not result in an event of default in the event these covenants are subsequently reinstated. See “Description of the Exchange Notes—Certain Covenants—Changes in Covenants when Notes Rated Investment Grade.”

The market valuation of the exchange notes may be exposed to substantial volatilityvolatility.

A real or perceived economic downturn or higher interest rates could cause a decline in the value of the exchange notes, and to high-yield bondsnotes generally, and thereby negatively impact the market for high-yield bonds,notes, and more specifically, the exchange notes. Because the exchange notes may be thinly traded, it may be more difficult to sell and accurately value the exchange notes. In addition, the entire market for high-yield bond marketnotes can experience sudden and sharp price swings, which could be exacerbated by large or sustained sales by major investors in the exchange notes, a high-profile default by another issuer, or simply a change in the market’s psychology regarding high-yield exchange notes. Moreover, if one of the major rating corporations lowers its credit rating of the exchange notes, the price of the exchange notes will likely decline.

Risks Related to Ourour Indebtedness

We have a significant amount of indebtednessindebtedness.

We and our wholly-owned subsidiaries had approximately $3.0$5.0 billion of long-term debt (including debt ofnon-guarantor subsidiaries and without deducting unamortized discount and origination fees) as of MarchMay 31, 20182020 (of which $1.5

approximately $1.9 billion was outstanding under the Boyd Gaming Credit Facility) and which amounts include

Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a significant adverse effect on our business, results of operations and financial condition.

See (i) Note 7, “Long-Term Debt,” included in the notes to our audited consolidated financial statements for the fiscal year ended December 31, 20172019 provided in Part II, Item 8 of our CurrentAnnual Report on Form 8-K,10-K, which was filed with the SEC on June 8, 2018,is incorporated by reference into this prospectus, (ii) Note 75, “Long-Term Debt,” included in the notes to our unaudited consolidated financial statements provided in our Quarterly Report on Form10-Q for the three months ended March 31, 2018,2020, which is incorporated by reference ininto this prospectus and (iii) “Description of Other Indebtedness” for further disclosure regarding our outstanding debt.

reflected in our consolidated financial statements and the existing promissory note has been extinguished. The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties, including minimum annual capital investment requirements, and provides that we have assumed the risk of loss with respect to any casualty or condemnation event, including the obligation to repair or rebuild the facility.

These obligations, which could significantly impact free cash flow, could in the future adversely impact our ability to invest in our operations or seek additional development or strategic opportunities. For example, our obligations under the Master Leases may:

Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations.

The Master Leases include additional provisions that restrict our ability to freely operate and could have an adverse effect on our business and financial condition, including the following:

If we are unable to finance our expansion, development, investment acquisition and renovation projects, as well as other capital expenditures, through cash flow, borrowings under the Boyd Gaming Credit Facility, access to the capital markets and additional financings, our expansion, development, investment acquisition and renovation efforts will be jeopardizedjeopardized.

We intend to finance our current and future expansion, development, investment, acquisition and renovation projects, as well as our other capital expenditures, primarily with cash flow from operations, borrowings under our Boyd Gaming Credit Facility, and equity or debt financings. IfTo the extent we are unable to finance our current or future expansion, development, investment, acquisition and renovation projects, or our other capital expenditures, we will have to adopt one or more alternatives, such as reducing, delaying or abandoning planned expansion, development, investment, acquisition and renovation projects as well as other capital expenditures, selling assets, restructuring debt, obtaining additional equity financing or joint venture partners, or modifying the Boyd Gaming Credit Facility.

These sources of funds may not be sufficient to finance our expansion, development, investment, acquisition and renovation projects, and other financing may not be available on acceptable terms, in a timely manner, or at all. In addition, our existing indebtedness contains certain restrictions on our ability to incur additional indebtedness.

InTheCOVID-19 pandemic and public response or another significant crisis may greatly restrict the past, thereavailability of capital and cause the cost of capital (if available) to be much higher than it has traditionally been. Financial markets have been significant disruptions involatile during the globalCOVID-19 pandemic and we cannot predict the duration or severity of future volatility. To the extent we are unable to finance ongoing operating and capital markets that adversely impacted the ability of borrowers to access capital. Although we currently anticipate that we will be able to fund any expansion projects usingexpenses from cash flows from operations and availabilityborrowings under the Boyd Gamingour Credit Facility, (to the extent that availability exists after we meet our working capital needs), if availability under the Boyd Gaming

The extent to which our customers are willing to return to our facilities is dependent upon, among other factors, the public perception of continuing health risks associated with public gatherings and the impact on the customer experience of necessary health and safety measures implemented at the direction of State and local governments and gaming regulators. For example, we have been required to reduce the offering of certain amenities (because such amenities must remain closed) and otherwise limit the availability of certain offerings, such as deactivating a substantial number of gaming devices to maintain social distancing and substantially limiting restaurant seating, as well as substantially limiting the number of customers we are permitted to admit at any time. Such measures necessarily impact business volume and may impact customer behavior and business demand, and the duration of such potential impact is unknown at this time. Our business, operations, financial condition and results would be materially, negatively affected to the extent demand for our casinos and customer preference and behavior is altered as a result of theCOVID-19 pandemic and public response.

Our business, operations, financial condition and results have been, and will continue to be, negatively affected as a result of the temporary closure of our gaming facilities due to theCOVID-19 pandemic. In addition, to the extent that the impact of theCOVID-19 pandemic and public response on the economy negatively affects discretionary spending patterns following the reopening of our facilities, we may continue to be negatively affected. See “—Risks Related to Our Business—Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the economyeconomy.” TheCOVID-19 pandemic has had and is expected to continue to have lingering impacts with respect to unemployment and discretionary spending. For example, as a result of theCOVID-19 pandemic, we furloughed substantially all of our 25,000 employees, as have many other businesses in the gaming and hospitality industries. We have begun returning employees to work, as our properties have reopened. However, we, and many of our peer companies in the gaming industry, have recently delivered Worker Adjustment and Retraining Notification Act (WARN Act) notices to many of our remaining furloughed employees. We face a substantial risk that business volumes following the reopening of our casinos will not support returning all of our furloughed employees to work, and that we will be forced to lay off a substantial number of employees at many of our casino properties (thus triggering WARN act notification requirements). Such measures have significantly increased economic and demand uncertainty and may potentially cause regional, national or global recessions. Significant increases in unemployment (and the lingering impacts of temporary unemployment after certain furloughed workers return to work) is likely to have a negative impact on demand for gaming facilities, and these impacts could exist for an extensive period of time. Demand for gaming facilities may further be negatively impacted by the adverse changes in the perceived or actual economic climate and declines in income levels and loss of personal wealth.

Due to the adverse impacts ofCOVID-19 on our business, we anticipate funding our operations over the next 12 months with the cash we currently have available and any revenues to be generated after our propertiesre-open. We have estimated that our average monthly cash requirements (including operating expenses, capital expenditures, rent expense and required loan amortization, but excluding interest expense) for the remainder of 2020 (assuming our properties remained closed for the entire period) would be approximately $44 million per month. Our average monthly cash interest expense would be approximately $21 million. We expect to continue to incur cash expenses in excess of revenue until demand levels rise to a sufficient extent as were-commence revenue generating operations. We cannot predict when our revenues will exceed our cash expenses, nor can we assure you that our estimates of monthly cash expenditures will be accurate. The consequences of the foregoing on our expectations of our future earnings has caused us to recognize impairments with respect to our intangible assets and in the future may cause us to recognize additional impairments or other negative accounting outcomes. See “—We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets.”

The foregoing may also negatively affect our workforce, suppliers, contractors and other partners. We cannot predict the extent to which the above factors will cause our costs to increase, supply chain disruptions, labor shortages, logistics constraints or business failures or inability to provide services or products for our partners.

As a result of all of the foregoing, we may be required to raise additional capital in the future and our access to and terms of financing will depend on, among other things, economic conditions, conditions in the financial markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. If our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt or equity financing will be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect. There is no guarantee that debt or equity financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations. Although we expect to attempt to utilize any tax or other benefits created pursuant to legislation responses to theCOVID-19 pandemic, we cannot assure you that we will remain eligible for such benefits or that such benefits will not be reduced, eliminated or delayed.

The current and future impact of theCOVID-19 pandemic and public response is expected to continue to impact our results, operations, outlooks, plans, goals, growth, reputation, cash flows and liquidity. To the extent theCOVID-19 pandemic and public response adversely affects our business, operations, financial condition and operating results, it may also exacerbate many of the other risks described in the “Risk Factors” section of our Annual Report on Form10-K for the year ended December 31, 2019 and our Quarterly Report on Form10-Q for the three months ended March 31, 2020, including, but not limited to, those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

Consumer demand for entertainment and other amenities at casino hotel properties, such as ours, are particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, including any future housing, employment and credit crisis, the impact of high energy and food costs, the increased cost of travel, the potential for bank failures, decreased disposable consumer income and wealth, or fears of war and future acts of terrorism, or health-related epidemics, such as flu outbreaks and theCOVID-19 pandemic could further reduce customer demand for the amenities that we offer, thus imposing practical limits on pricing and negatively impacting our results of operations and financial condition.

For example, beginning in 2007 we experienced one of the toughest economic periods in Las Vegas history. The most recent housing crisis and economic slowdown in the United States that began in 2007 resulted in a significant decline in the amount of tourism and spending in Las Vegas and other locations in which we own or invest in casino hotel properties. Our business continues to be impacted from changes in consumer spending habits due to the recession. Our customers spend less per visit and differently than prior to the recession, including focusing more onnon-gaming amenities. We cannot say when, if ever, or to what extent, customer behavior in our various markets will fully-revert topre-recession behavior trends. If customers spend less per visit or customers prefernon-gaming amenities of our competitors, and we are unable to increase total visitation, our business may be adversely affected. Since our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, a slowing or stoppage of the economic recovery or a return to an economic downturn will further adversely affect our results of operations and financial condition. TheCOVID-19 pandemic and public response may lead to an economic slowdown, recession or depression and to the extent discretionary consumer spending is negatively affected, our results of operations and financial condition are also likely to be negatively affected. See “—The outbreak of the novel coronavirus(“COVID-19”) and the public response has had and will likely continue to have an adverse effect on our business, operations, financial condition and results.”

Intense competition exists in the gaming industry, and we expect competition to continue to intensifyintensify.

The gaming industry is highly competitive for both customers and employees, including those at the management level. We compete with numerous casinos and hotel casinos of varying quality and size in market areas where our properties are located. We also compete with othernon-gaming resorts and vacation destinations, and with various other casino and other entertainment businesses, including online gaming websites, and could compete with any new forms of gaming that may be legalized in the future. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within our market areas.

With fewer other new markets opening for development, competition in existing markets has intensified in recent years. We and our competitors have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. This expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we compete, and this intense competition can be expected to continue. For example, in December 2014, a new property opened in Lake Charles, Louisiana, that increased competition with Delta Downs Racetrack Casino & Hotel.Downs. At the end of December 2015, a new

of Interior rejectedIndian Affairs published notice in the Wyandotte Nation’s trust application forFederal Register that the Park City land. However, the Nation has indicated itland will seek to appeal this ruling. If an appeal were filed and ultimately successful,be taken into trust on a mandatory basis. Upon such land being taken into trust, the Wyandotte Nation wouldwill be permitted to open a Class II gaming facility, and upon successful negotiation of a compact with the State of Kansas would be permitted to open a Class III gaming facility.

In addition, we also compete to some extent with other forms of gaming on both a local and national level, including state-sponsored lotteries, charitable gaming, on-and off-trackvideo gaming terminals at bars, restaurants, taverns and truck stops,on-andoff-track wagering, and other forms of entertainment, including motion pictures, sporting events and other recreational activities. It is possible that these secondary competitors could reduce the number of visitors to our facilities or the amount they are willing to wager, which could have a material adverse effect on our ability to generate revenue or maintain our profitability and cash flows.

If our competitors operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around the locations in which we conduct business, we may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations.

We face risks associated with growth and acquisitionsacquisitions.

As part of our business strategy, we regularly evaluate opportunities for growth through development of gaming operations in existing or new markets, through acquiring other gaming entertainment facilities or through redeveloping our existing gaming facilities. For example, on June 1, 2018, we closed the Lattner Merger. In addition, on December 18, 2017, we entered into a definitive agreement to acquire the Pinnacle Assets, and on December 20, 2017, we entered into a definitive agreement to acquire Valley Forge Casino. In the future, we may also pursue expansion opportunities, including joint ventures, in jurisdictions where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming. The expansion of our operations, whether through acquisition, development or internal growth, could divert management’s attention and could also cause us to incur substantial costs, including legal, professional and consulting fees.

Although we only intend to engage in acquisitions that, if consummated, will be accretive to us and our shareholders, acquisitions require significant management attention and resources to integrate new properties, businesses and operations. Additionally, once the Pending Acquisitions have closed, we will needWe are continually working to successfully integrate the additional properties into Boyd Gaming’s operating structure in order to realize the anticipated benefits of the Pending Acquisitions.from our strategic acquisitions. Potential difficulties we may encounter as part of the integration process include the following:

Our expansion and development opportunities may face significant risks inherent in construction projectsprojects.

We regularly evaluate expansion, development, investment and renovation opportunities.

Any such development projects are subject to many other risks inherent in the expansion or renovation of an existing enterprise or construction of a new enterprise, including unanticipated design, construction, regulatory,

The failure to obtain necessary government approvals in a timely manner, or at all, can adversely impact our various expansion, development, investment and renovation projectsprojects.

Certain permits, licenses and approvals necessary for some of our current or anticipated projects have not yet been obtained. The scope of the approvals required for expansion, development, investment or renovation

Certain of our stockholders own large interests in our capital stock and may significantly influence our affairs.

William S. Boyd, our Executive Chairman of the Board of Directors, together with his immediate family, beneficially owned approximately 27% of the Company’s outstanding shares of common stock as of March 31, 2020. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

Risks Related to the Regulation of our Industry

We are subject to extensive governmental regulation, as well as federal, state and local laws affecting business in general, which may harm our businessbusiness.

Our ownership, management and operation of gaming facilities are subject to extensive laws, regulations and ordinances which are administered by the NevadaIllinois Gaming Board, Indiana Gaming Commission, the NevadaIowa Racing and Gaming Control Board, theCommission, Kansas Lottery Commission, Kansas Racing and Gaming Commission, Louisiana State Gaming Control Board, Louisiana State Racing Commission, the Mississippi Gaming Commission, the Illinois Gaming Board, the IndianaMissouri Gaming Commission, the Iowa RacingNevada Gaming Commission and Gaming Commission, the Kansas Racing and Gaming Commission, theControl Board, Ohio Lottery Commission theand Ohio State Racing Commission, the

The legislation permitting gaming in Iowa authorizes the granting of licenses to “qualified sponsoring organizations.” Such “qualified sponsoring organizations” may operate the gambling structure itself, subject to satisfying necessary licensing requirements, or it may enter into an agreement with an operator to operate gambling on its behalf. An operator must be approved and licensed by the Iowa Racing and Gaming Commission. The Dubuque Racing Association (“DRA”), anot-for-profit corporation organized for the purpose of operating a pari-mutuel greyhound racing facility in Dubuque, Iowa, first received a riverboat gaming license in 1990 and, pursuant to the Amended DRA Operating Agreement, has served as the “qualified sponsoring organization” of the Diamond Jo Dubuque since March 18, 1993. The term of the Amended DRA Operating Agreement currently in place expires on December 31, 2018. Diamond Jo Dubuque has entered into an amendment to the existing operating agreement with the qualified sponsoring organization. The new agreement will go into effect on January 1, 2019 and will extend for twelve years, expiring on December 31, 2030. The agreement is subject to review and approval by the state gaming commission. The Worth County Development Authority (“WCDA”), pursuant to the WCDA Operating Agreement, serves as the “qualified sponsoring organization” of Diamond Jo Worth. The term of the WCDA Operating Agreement expires on March 31, 2025, and is subject to automaticten-year renewal periods. If the Amended DRA Operating Agreement or WCDA Operating Agreement were to terminate, or if the DRA or WCDA were to otherwise discontinue acting as our “qualified sponsoring organization” with

suitable race horses and the occurrence of severe weather. If we fail to have the minimum number of racing days, our gaming licenses with respect to the racino may be canceled, and the casino will be required to cease operations. Any cessation of our operation would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Ohio gaming regulations require Belterra Park to have a horse racing permit to conduct live horse racing in order to conduct video lottery terminal sales. Ohio gaming regulations require Belterra Park to conduct a minimum number of live racing days annually. If Belterra Park fails to meet the minimum number of racing days, our racing permit with respect to the racino may be revoked or not renewed, and therefore our video lottery terminal facility would be required to cease operations. Any cessation of our operation would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Regulations Affecting Businesses in General

In addition to gaming regulations, we are also subject to various federal, state and local laws and regulations affecting businesses in general. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, smoking, employees, currency transactions, taxation, zoning and building codes, anti-money laundering laws and regulations and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. For example, Nevada enacted legislation that eliminated, in most instances, and, for certainpre-existing development projects, reduced, property tax breaks and retroactively eliminated certain sales tax exemptions offered as incentives to companies developing projects that meet certain environmental “green” standards. As a result, we, along with other companies developing projects that meet such standards, have not been able to realize the full tax benefits that were originally anticipated.

knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. Additionally, as an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property.

The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent the property or to borrow funds using the property as collateral. Additionally, the owner of a site may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.

As part of our business in Worth County, Iowa, we operate a gas station, which includes a number of underground storage tanks containing petroleum products.

We have reviewed environmental assessments, in some cases including soil and groundwater testing, relating to our currently owned and leased properties in Dubuque, Iowa, and other properties we may lease from the City of Dubuque or other parties. As a result, we have become aware that there is contamination present on some of these properties apparently due to past industrial activities. Furthermore, the location of Kansas Star is the site of severalnon-operational oil wells, the remediation of which has been addressed in connection with the construction of the development project there. We have also reviewed environmental assessments and are not aware of any environmental liabilities related to any of our other properties.

Future developments regarding environmental matters could lead to material costs of environmental compliance for us and such costs could have a material adverse effect on our business and financial condition, operating results and cash flows.

Additionally, our horse racing operations are subject to oversight by the Environmental Protection Agency (“EPA”), including regulations governing concentrated animal feeding operations and the related processing of animal waste water. In 2015, Delta Downs commenced a remediation project, as a result of an EPA examination, to ensure its future compliance with the Clean Water Act. Our Belterra Park operation is subject to the oversight by the Ohio Department of Agriculture (“Agriculture”) regarding regulations governing concentrated animal feeding operations. However, the ongoing operations of our horse racing operations could result in future violations of EPA or Agriculture regulations and exposure to associated potential fines.

We own or lease facilities that are located in areas that experience extreme weather conditionsconditions.

Extreme weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in the affected areas.

For example, certain of the properties we operate have been forced to close for extended periods due to floods and hurricanes, including Treasure Chest and Delta Downs, which have experienced closures for over 40 days on separate occasions in the past. In addition, Belterra Park was closed for over 10 days due to flooding in 2017.

Belterra Park, Blue Chip,Par-A-Dice, Sam’s Town Tunica, Sam’s Town Shreveport and Treasure Chest are each located in an area that has been identified by the director of the Federal Emergency Management Agency (“FEMA”) as a special flood hazard area, which, according to FEMA statistics, has a 1% chance of a flood equal to or exceeding the base flood elevation (a100-year flood) in any given year. Furthermore, our properties in Illinois, Indiana, Iowa, Kansas, IllinoisMissouri, Ohio and IndianaPennsylvania are at risk of experiencing snowstorms, tornadoes and flooding.

In addition to the risk of flooding and hurricanes, snowstorms and other adverse weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in an

We draw a significant percentage of our customers from certain geographic regions. Events adversely impacting the economy or these regions, including public health outbreaks, and such asCOVID-19, public incidents of violence, riots, demonstrations,man-made or natural disasters, military conflicts and any future security alerts and/or terrorist attacks, may adversely impact our businessbusiness.

The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historically comprising more than half of the room nights sold at each property. Decreases in discretionary consumer spending, as well as an increase in fuel costs or transportation prices, a decrease in airplane seat availability, or a deterioration of relations with tour and travel agents, or other disruptions in air and other travel, particularly as they affect travel between the Hawaiian market and our facilities, could adversely affect our business, financial condition and results of operations.

Our Las Vegas properties also draw a substantial number of customers from certain other specific geographic areas, including the Southern California, Arizona and Las Vegas local markets. Native American casinos in California and other parts of the United States have diverted some potential visitors away from Nevada, which has had and could continue to have a negative effect on Nevada gaming markets. In addition, due to our significant concentration of properties in Nevada, anyman-made or natural disasters in or around Nevada, or the areas from which we draw customers to our Las Vegas properties, could have a significant adverse effect on our business, financial condition and results of operations. Each of our properties located outside of Nevada depends primarily on visitors from their respective surrounding regions and are subject to comparable risk.

The strength and profitability of our business depends on consumer demand for hotel casino resorts in general and for the type of amenities our properties offer. Changes in consumer preferences or discretionary consumer spending could harm our business. Terrorist activities in the United States and elsewhere, military conflicts in Iraq, Afghanistan and elsewhere, outbreaks of infectious disease and pandemics, includingCOVID-19,adverse weather conditions and natural disasters, among other things, have had negative impacts on travel and leisure expenditures. In addition, other factors affecting travel and discretionary consumer spending, including general economic conditions, disposable consumer income, fears of further economic decline and reduced consumer confidence in the economy, may negatively impact our business. We cannot predict the extent to which similar events and conditions may continue to affect us in the future. An extended period of reduced discretionary spending and/or disruptions or declines in tourism could significantly harm our operations.

Energy price increases may adversely affect our cost of operations and our revenuesrevenues.

Our casino properties use significant amounts of electricity, natural gas and other forms of energy. In addition, our Hawaiian air charter operation uses a significant amount of jet fuel. While no shortages of energy or fuel have been experienced to date, substantial increases in energy and fuel prices, including jet fuel prices, in the United States have, and may continue to, negatively affect our results of operations. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, of which the impact could be material. In addition, energy and gasoline price increases could result in a decline of disposable income of potential customers, an increase in the cost of travel and a corresponding decrease in visitationvisits and spending levels at our properties, which could have a significant adverse effect on our business, financial condition and results of operations.

Our facilities, including our riverboats and dockside facilities, are subject to risks relating to mechanical failure and regulatory compliancecompliance.

Generally, all of our facilities are subject to the risk that operations could be halted for a temporary or extended period of time, as the result of casualty, forces of nature, mechanical failure, or extended or extraordinary maintenance, among other causes. In addition, our gaming operations, including those conducted on riverboats or at dockside facilities could be damaged or halted due to extreme weather conditions.

We currently conduct our Treasure Chest,Par-A-Dice, Blue Chip, Sam’s Town Shreveport, and Amelia Belle and Belterra Resort gaming operations on riverboats. Each of our riverboats must comply with the United States Coast Guard

Coast Guard (“USCG”) requirements as to boat design,on-board facilities, equipment, personnel and safety. Each riverboat must hold a Certificate of Inspection for stabilization and flotation, and may also be subject to local zoning codes. The USCG requirements establish design standards, set limits on the operation of the vessels and require individual licensing of all personnel involved with the operation of the vessels. Loss of a vessel’s Certificate of Inspection would preclude its use as a casino.

USCG regulations require a hull inspection for all riverboats at five-year intervals. Under certain circumstances, alternative hull inspections may be approved. The USCG may require that such hull inspections be conducted at adry-docking facility, and if so required, the cost of travel to and from such docking facility, as well as the time required for inspections of the affected riverboats, could be significant. To date, the USCG has allowedin-place underwater inspections of our riverboats twice every five years on alternatetwo- and three-year schedules. The USCG may not continue to allow these types of inspections in the future. The loss of a dockside casino or riverboat casino from service for any period of time could adversely affect our business, financial condition and results of operations.

Indiana and Louisiana have adopted alternate inspection standards for riverboats in those states. The standards require inspection by ABS Consulting (“ABSC”). ABSC inspection for our riverboats at Blue Chip, Treasure Chest and Sam’s Town Shreveport commenced during 2010. The Amelia Belle is also inspected by the ABSC. ThePar-A-Dice riverboat will remain inspected by the USCG for the foreseeable future. ABSC imposes essentially the same design, personnel, safety, and hull inspection standards as the USCG. Therefore, the risks to our business associated with USCG inspection should not change by reason of inspection by ABSC. Failure of a vessel to meet the applicable USCG or ABSC standards would preclude its use as a casino.

USCG regulations also require us to prepare and follow certain security programs. In 2004, we implemented the American Gaming Association’s Alternative Security Program at our riverboat casinos and dockside facilities. The American Gaming Association’s Alternative Security Program is specifically designed to address maritime security requirements at riverboat casinos and their respective dockside facilities. Only portions of those regulations will apply to our riverboats inspected by ABSC. Changes to these regulations could adversely affect our business, financial condition and results of operations.

Some of our hotels and casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected hotel and/or casinocasino.

We lease certain parcels of land on which Eastside Cannery, Suncoast, Belterra Resort, Belterra Park, Treasure Chest, Sam’s Town Shreveport, IP, Ameristar Kansas City and IP’sAmeristar St. Charles’ hotels and gaming facilities are located. In addition, we lease other parcels of land on which portions of the California and the Fremont are located. As a ground lessee, we have the right to use the leased land; however, we do not retain fee ownership in the underlying land. Accordingly, with respect to the leased land, we will have no interest in the land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases. While such interruption is unlikely, such events are beyond our control. If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. This would have a significant adverse effect on our business, financial condition and results of operations as we would then be unable to operate all or portions of the affected facilities.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limitedlimited.

As of DecemberMarch 31, 2017,2020, we had net operating losses (“NOLs”) for federal and state income tax purposes. Under Section 382 of the Internal Revenue Code, and similar state laws, if a corporation undergoes an “ownership

“ownership change” as defined in that

USE OF PROCEEDS

We are making the exchange offer to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the exchange of the exchange notes for the old notes pursuant to the exchange offer. In consideration of issuing the exchange notes in the exchange offer, we will receive an equal principal amount of old notes. We will cancel and retire all old notes surrendered in exchange for exchange notes. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.

We received approximately $689.0 million in net proceeds from the offering of old notes, after deducting selling and offering expenses, which we used to repay outstanding indebtedness under the revolving portion of the Boyd Gaming Credit Facility and the remainder of which we invested in short term cash equivalents.

CAPITALIZATION

The following table sets forth our cash position and our consolidated capitalization capitalization:

The information presented in the table below should be read in conjunction with “Use of Proceeds” and “Summary Consolidated Historical Financial Data” included elsewhere in this prospectus, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated historical financial statements and related notes thereto included in our Annual Report on Form10-K for the year ended December 31, 2019 and our Quarterly Report on Form10-Q for the three months ended March 31, 2020, each incorporated into this prospectus by reference.

SELECTED FINANCIAL INFORMATION

The following table presents our summarysets forth selected consolidated historical financial data and reflects the resultsas of our operations and financial position at the dates and for the periods indicated.and dates indicated below. The selected consolidated financial data for each of the years ended December 31, 2019, 2018 and 2017 2016 and 2015, and as of December 31, 2017 and 2016, arewas derived from, and should be read together with, our audited consolidated financial statements and relatedthe accompanying notes thereto included in our current report on Form 8-K filed on June 8, 2018. The selected financial data for each of the years ended December 31, 2014 and 2013, and as of December 31, 2015, 2014 and 2013, have been derived from our historical consolidated financial statements for such periods, which have not been included orreports incorporated by reference in this prospectus.

The selected consolidated financial data as of March 31, 2020 and for the three months ended March 31, 20182020 and 2017 have been2019 set forth below are derived from, and should be read together with, our unaudited condensed consolidated historical financial statements and the accompanying notesincluded in our periodic reports incorporated by reference in this prospectus. The selected consolidated financial data as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 have been prepared on the same basis as our audited financial statements and, in our opinion, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of this data in all material respects. The selected consolidated financial data set out below are not necessarily indicative of our future results of operations or financial condition. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

You should read the information set forth below along with all other financial information and analysis presented in conjunctionthis prospectus, including “Capitalization,” and with the section entitledour “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Current Report on Form 8-K dated June 8, 2018, which includes our recast financial statements for the years ended December 31, 2017, 2016 and 2015, our Quarterly Report on Form 10-Q for the period ended March 31, 2018, and ourunaudited consolidated financial statements and condensed consolidated financial statements, including the related notes each incorporated herein by reference, as well as the other data we haveincluded in our periodic reports incorporated by reference intoin this prospectus. Our historical results are not necessarily indicative of results to be expected in future periods. The data presented for the years ended December 31, 2017, 2016 and 2015 have been recast to reflect our adoption of new accounting guidance regarding revenue recognition (Topic 606). Amounts for periods prior to the year ended December 31, 2015 do not reflect the impact of the adoption of this new guidance and as a result, have not been recast. As a result, the data presented below for the years ended December 31, 2014 and 2013 may not be comparable to the data for the other periods presented.