Current Report Filing (8-k)
April 16 2018 - 6:46AM
Edgar (US Regulatory)
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): April 15, 2018
Eldorado Resorts, Inc.
(Exact Name of registrant as specified in its charter)
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Nevada
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001-36629
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46-3657681
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 West Liberty Street, Suite 1150
Reno, Nevada
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89501
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (775)
328-0100
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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On April 15, 2018, Eldorado Resorts,
Inc., a Nevada corporation (the Company), Elgin Holdings I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (Elgin I), and Elgin Holdings II LLC, a Delaware limited liability
company and an indirect wholly owned subsidiary of the Company (Elgin II and together with the Company and Elgin I, collectively, the Company Parties), entered into an Interest Purchase Agreement (the Purchase
Agreement) with MGM Elgin Sub, Inc., a Nevada corporation,
and Illinois RBG, L.L.C., a Delaware limited liability company (Sellers), to acquire the outstanding partnership interests of Elgin Riverboat Resort Riverboat
Casino d/b/a Grand Victoria Casino, an Illinois partnership (Elgin), the owner of Grand Victoria Casino, located in Elgin, Illinois (the Acquisition). Upon the terms and subject to the conditions of the Purchase Agreement,
the Company Parties will purchase Elgin for cash consideration of approximately $327.5 million, subject to a customary working capital adjustment.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations. Each partys obligation
to consummate the Acquisition is subject to certain conditions, including, among others, receipt of required approvals of gaming authorities, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of
required third party consents, no material adverse effect on Elgin and other customary closing conditions. Subject to the satisfaction or waiver of conditions in the Purchase Agreement, the Company currently expects the transaction to close in the
fourth quarter of 2018.
Additionally, the Purchase Agreement contains customary termination rights including, among others, a mutual
termination right if the Acquisition has not been consummated on or prior to April 15, 2019 (the Outside Date). The Company has agreed to make a deposit in the amount of $15,000,000 that will be delivered to the Sellers as
liquidated damages if the Purchase Agreement is terminated because (i) the Acquisition has not been consummated by the Outside Date or (ii) a gaming authority has made a final determination that it will not issue the Company all necessary
gaming approvals necessary to consummate the transaction or the Buyer Parties withdraw the application for gaming approvals in response to a communication from a gaming authority regarding a likely or impending denial of required gaming approvals.
The deposit will be returned to the Company if the Purchase Agreement is terminated for any other reason.
A copy of the Purchase
Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement.
Item 7.01.
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Regulation FD Disclosure.
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On April 16, 2018 the Company issued a press release
announcing the transaction described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1.
The information
contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference to such filing.
Forward-Looking Statements
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as
expectations, future operating results and other information that is not historical information. When used in this report, the terms or phrases such as anticipates, believes, projects, plans,
intends, expects, might, may, estimates, could, should, would, will likely continue, and variations of such words or similar expressions are
intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and
projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements which are included elsewhere in this report. Such risks,
uncertainties and other important factors include, but are not limited to: (a) our ability to obtain required regulatory approvals (including approval from gaming regulators and expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976) and satisfy or waive other closing conditions to consummate the transaction on a timely basis; (b) the possibility that the acquisition of the Grand Victoria does not close on the terms described herein, or
at all; (c) our ability to promptly and effectively implement our operating strategies and integrate the business of Eldorado and the Grand Victoria to realize synergies resulting from the combined operations; (d) our ability to fund the
purchase of the Grand Victoria with proceeds from asset sales and borrowings under our credit facility; (e) the possibility that the business of the Grand Victoria may suffer as a result of the announcement of the transaction; Eldorados
ability to promptly and effectively integrate the business of Eldorado and the Grand Victoria and realize synergies resulting from the combined operations; our (f) the ability to retain key employees of the Grand Victoria; substantial
indebtedness and the impact of such obligations on our operations and liquidity; competition; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental
regulations and increases in gaming taxes and fees in jurisdictions in which we operate; and (g) other risks and uncertainties described in our reports on Form
10-K,
Form
10-Q
and Form
8-K.
In light of these and other risks,
uncertainties and assumptions, the forward-looking events discussed in this report might not occur. These forward-looking statements speak only as of the date of this report, even if subsequently made available on our website or otherwise, and we do
not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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2.1*
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Interest Purchase Agreement by and among MGM Elgin Sub, Inc., Illinois RBG, L.L.C., Eldorado Resorts, Inc., Elgin Holdings I LLC, Elgin Holdings II LLC, Elgin Riverboat Resort-Riverboat Casino and MGM Resorts International, dated as
of April 15, 2018
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99.1
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Press Release dated April 16, 2018
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*
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The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation
S-K.
The Company hereby undertakes to furnish supplemental
copies of any of the omitted schedules or similar attachments upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule
24b-2
of the Exchange Act for any
schedules or attachments so furnished.
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EXHIBIT INDEX
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Exhibit
No.
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Description
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2.1*
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Interest Purchase Agreement by and among MGM Elgin Sub, Inc., Illinois RBG, L.L.C., Eldorado Resorts, Inc., Elgin Holdings I LLC, Elgin Holdings II LLC, Elgin Riverboat Resort-Riverboat Casino and MGM Resorts
International, dated as of April 15, 2018
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99.1
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Press Release dated April 16, 2018
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*
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The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation
S-K.
The Company hereby undertakes to furnish supplemental
copies of any of the omitted schedules or similar attachments upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule
24b-2
of the Exchange Act for any
schedules or attachments so furnished.
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Signatures
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.
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Date: April 16, 2018
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ELDORADO RESORTS, INC.
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By:
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/s/ Gary L. Carano
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Chief Executive Officer
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