Current Report Filing (8-k)
September 13 2017 - 9:05AM
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): September 11, 2017
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, NV
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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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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 8.01.
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Other Events
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On September 11, 2017, Eldorado Resorts, Inc.
(ERI or the Company) entered into an Underwriting Agreement with the underwriters named therein pursuant to which ERI will issue an additional $500 million in aggregate principal amount of its 6% senior notes due 2025 (the
Notes) at an issue price equal to 105.5% of the principal amount of the Notes, upon the terms and conditions set forth therein. The offering size represents an increase of $150 million from the previously announced offering size.
The Notes will be issued as additional notes under the Indenture dated March 29, 2017, as supplemented by the Supplemental Indenture
dated as of May 1, 2017 (the Indenture) between ERI, the guarantors party thereto and U.S. Bank National Association, pursuant to which ERI previously issued $375,000,000 aggregate principal amount of its 6% senior notes due 2025
(the Initial Notes). The Notes will form part of a single class of securities together with the Initial Notes for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase.
ERI will use the proceeds of the offering to repay all of the outstanding borrowings under its revolving credit facility, which borrowings
were approximately $78 million as of September 8, 2017, and will use the remainder to repay outstanding borrowings under ERIs term loan facility and related accrued interest.
The Notes have been registered under the Securities Act of 1933 (the Act) pursuant to a Registration Statement on Form S-3 (No.
333-220412) (the Registration Statement) previously filed with the Securities and Exchange Commission (the Commission) by ERI under the Act. Copies of the Underwriting Agreement and the form of the Notes are filed as exhibits
hereto and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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ERI hereby files the following exhibits to, and incorporates such exhibits by reference in, the
Registration Statement which was filed with the Commission on September 11, 2017 and supplemented by the Prospectus Supplement filed with the Commission on September 11, 2017, or otherwise pursuant to requirements of Form 8-K:
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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ELDORADO RESORTS, INC.,
a Nevada
corporation
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Date: September 13, 2017
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By:
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/s/ Gary L. Carano
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Name:
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Gary L. Carano
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Title:
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Chief Executive Officer
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