Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
August 10 2017 - 12:03PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NO. 001-36629
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(Check One)
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☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form N-SAR ☐ Form N-CSR
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For Period Ended:
June 30, 2017
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the
notification relates:
Part I Registrant
Information
Eldorado Resorts, Inc
.
(Full Name of Registrant)
(Former Name if Applicable)
100 West Liberty Street, Suite 1150
(Address of Principal Executive Office (
Street and Number
))
Reno, NV 89501
(City,
State and Zip Code)
Part II Rules
12b-25(b)
and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual report,
semi-annual
report, transition report on Form
10-K,
Form
20-F,
Form 11-K,
Form
N-SAR
or Form
N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form
10-Q
or subject distribution report on
Form 10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule
12b-25(c)
has been attached if applicable.
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Part III Narrative
State below in
reasonable detail the reasons why Forms
10-K,
20-F,
11-K,
10-Q,
10-D,
N-SAR,
N-CSR,
or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant was unable to file its Quarterly Report on Form
10-Q
for the quarter ended June 30, 2017 on a
timely basis because the Registrant required additional time to finalize its financial statements to reflect the accounting impact of the acquisition of Isle of Capri Casinos, Inc. by the Registrant consummated on May 1, 2017 (the
Acquisition), including the impact of the consummation of the Acquisition on the Registrants statement of cash flows and disclosures. The Registrant fully expects to file its Form
10-Q
within
the additional time allowed by this report.
CAUTIONS ABOUT FORWARD-LOOKING STATEMENTS: Certain statements appearing in this report constitute
forward-looking statements. Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In
some cases, forward-looking statements can be identified by the use of terminology such as may, expects, plans, anticipates, estimates, believes, potential,
projects, forecasts, intends, or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors
that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this report. Such risks or uncertainties may give rise to future claims and
increase exposure to contingent liabilities. The forward-looking statements in this report are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of our control, and could cause
results to materially differ from expectations. Other key risks are described in the Registrants reports filed with the SEC. The Registrant undertakes no commitment to update or revise forward-looking statements except as required by law.
Part IV Other Information
(1)
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Name and telephone number of person to contact in regard to this notification.
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Thomas R. Reeg
President and Chief Financial Officer
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(775)
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328-0100
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(Name and Title)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Sections 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒
Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? ☒
Yes ☐ No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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As a result of the Acquisition, the results of operations of Isle of Capri Casinos, Inc. will be included in the consolidated financial
statements of the Registrant for the portion of the quarter ended June 30, 2017 beginning on the date that the Acquisition was consummated.
Eldorado Resorts, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 10, 2017
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By:
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/s/ Thomas R. Reeg
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Name:
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Thomas R. Reeg
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Title:
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President and Chief Financial Officer
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