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:
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).
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 2.01 Completion of Acquisition or Disposition
of Assets.
Effective
December 31, 2018, Nevada Gold & Casinos, Inc. (the “Company”) and
Nevada Gold &
Casinos LV, LLC, a wholly-owned subsidiary of the Company
(“
NGC LV”),
completed
the sale of substantially all of their assets related to Club Fortune Casino located in Henderson, Nevada (“Club Fortune”)
to Truckee Gaming, LLC (“Truckee”). The sale was
effected pursuant to a previously announced
Asset Purchase Agreement dated as of June 26, 2018 (the “Asset Purchase Agreement”), by and among Truckee, NGC LV,
and the Company.
The
purchase price was approximately
$14.65 million, subject to certain post-closing purchase price adjustments, including a
post-closing working capital true-up.
A portion of the purchase price was used by the Company to pay
in full the outstanding principal and other amounts due under the Company’s credit agreement with Mutual of Omaha Bank.
The
closing of the sale of Club Fortune and the payoff of all amounts due under the Company’s credit agreement with Mutual of
Omaha Bank satisfied two of the conditions to the consummation of the transactions contemplated by the previously announced Agreement
and Plan of Merger dated as of September 18, 2018 (the “Merger Agreement”), as amended by Amendment No. 1 to Agreement
and Plan of Merger dated as of November 29, 2018 (“Amendment No. 1 to Merger Agreement”), by and among the Company,
Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub, Inc., a Nevada
corporation and wholly owned subsidiary of Parent, (“Merger Sub”) including the merger of Merger Sub with and into
the Company (the “Merger”), as a result of which the Company will continue as the surviving corporation and a wholly-owned
subsidiary of Parent.
The
foregoing summaries of the Asset Purchase Agreement, the Merger Agreement, as amended by Amendment No. 1 to Merger Agreement, and
the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the
full text of (i) the Asset Purchase Agreement, a copy of which was filed as Exhibit 10.13 to the Company’s Annual Report
on Form 10-K for the fiscal year ended April 30, 2018 filed on July 26, 2018 and is incorporated herein by reference, (ii) the
Merger Agreement, a copy of was filed as Exhibit 2.1 under Item 1.01 to the Company’s Current Report on Form 8-K filed on
September 18, 2018 and is incorporated herein by reference, and (iii) Amendment No. 1 to Merger Agreement, a copy of which was
filed as Exhibit 2.1 under Item 1.01 to the Company’s Current Report on Form 8-K filed on November 30, 2018 and is incorporated
herein by reference.
Item 8.01 Other Events.
The information contained in Item 2.01 of
this report is hereby incorporated herein by reference.
Forward Looking Statements
This
report contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements generally can be identified by use of statements
that include, but are not limited to, phrases
such as “anticipate,” “believe,” “expect,”
“future,” “intend,” “plan,” and similar expressions to identify forward-looking statements.
Forward-looking statements include, without limitation, the satisfaction of the conditions to completion the Merger in the anticipated
timeframe or at all, the financing of the Merger, risks related to the financing of the Merger, the effect of the announcement
of the transactions on the ability of the Company to retain and hire key personnel and maintain relationships with its customers,
suppliers, partners, and others with whom it does business, or on its operating results and businesses generally, and the Company’s
ability to increase income streams, to grow revenue and earnings, and to obtain additional gaming and other projects. These statements
are only predictions and are subject to certain risks, uncertainties, and assumptions, which include, but are not limited to, those
identified and described in the Company’s public filings with the United States Securities and Exchange Commission (the “SEC”).
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The
Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments,
or otherwise, except as expressly required by law.
Additional Information and Where to
Find It
In connection with
the proposed Merger, the Company has filed a preliminary proxy statement with the SEC. Promptly after filing its definitive proxy
statement with the SEC, the Company will mail the definitive proxy statement to each stockholder entitled to vote at the special
meeting relating to the proposed Merger. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE PROPOSED MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER AND THE PARTIES THERETO. The definitive proxy statement and other relevant materials in connection with
the proposed Merger (when they become available) and any other documents filed by the Company with the SEC, may be obtained free
of charge at the SEC’s website (www.sec.gov) or, without charge, from the Company by mail or online from the Company’s
website at www.nevadagold.com.
Participants in the Solicitation
The Company and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company stockholders
with respect to the proposed Merger. Information about the directors and executive officers of the Company is set forth in the
Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2018, filed with the SEC on July 26, 2018. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in respect
of the proposed Merger.
Item 9.01 Financial Statements and Exhibits.
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(b)
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Pro Forma Financial Information
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The
unaudited pro forma condensed consolidated statements of operations of the Company for the six months ended October 31, 2018 and
the fiscal years ended April 30, 2018 and 2017 are included as Exhibit 99.1 to this report and are incorporated herein by reference.
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.
Date: January 7, 2019
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NEVADA GOLD & CASINOS, INC.
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By:
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/s/ Michael P. Shaunnessy
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Name:
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Michael P. Shaunnessy
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit