ISLE Isleworth Healthcare Acquisition Corporation

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 7, 2015

ISLE OF CAPRI CASINOS, INC.

(Exact name of Registrant as specified in its charter)

(314) 813-9200
(Registrant’s telephone number, including area code)

N/A
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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.245)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On April 7, 2015, Isle of Capri Casinos, Inc. (the “Company”) announced that it had priced an offering (the “Offering”) of an additional $150 million aggregate principal amount of its 5.875% Senior Notes due 2021 (the “2021 Notes”), of which $350.0 million aggregate principal amount were originally issued on March 5, 2013. The additional 2021 Notes will be issued at an offering price of 102.00% plus accrued and unpaid interest from and including March 15, 2015 to, but excluding, April 14, 2015.

The additional 2021 Notes have not been registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and until so registered, the additional 2021 Notes may not be offered or sold in the United States to, or for the account or benefit of, any United States person except pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws.

This announcement was contained in a press release, a copy of which is filed under Item 9.01 hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

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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 thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Isle of Capri Casinos, Inc. Prices Private Offering of $150 Million Aggregate Principal Amount 5.875% Senior Notes due 2021

St. Louis, Mo., April 7, 2015  — Isle of Capri Casinos, Inc. (Nasdaq: ISLE) (the “Company”) announced today the pricing of an additional $150 million of its 5.875% Senior Notes due 2021 (the “2021 Notes”), of which $350.0 million aggregate principal amount were originally issued on March 5, 2013. The additional 2021 Notes will be issued at an offering price of 102.00% plus accrued and unpaid interest from and including March 15, 2015 to, but excluding, April 14, 2015. The additional 2021 Notes will have the same terms and be treated as the same class as the outstanding 2021 Notes, except that the additional 2021 Notes will be subject to transfer restrictions until the Company consummates a registered exchange offer or they are sold pursuant to an effective resale shelf registration statement. The offering is scheduled to close on April 14, 2015, subject to customary closing conditions.  The 2021 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each of the Company’s domestic subsidiaries that guarantees the Company’s senior secured credit facility. The additional 2021 Notes are being offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.

The Company intends to use the net proceeds from this offering, together with additional borrowings under its senior secured credit facility and cash on hand, to fund (i) the purchase of the Company’s 7.75% Senior Notes due 2019 (the “2019 Notes”) pursuant to the Company’s tender offer, also announced today, (ii) the redemption of any 2019 Notes that remain outstanding following consummation of the tender offer and (iii) the payment of related fees and expenses.

The additional 2021 Notes have not been registered under the Securities Act, any state securities laws or the securities laws of any jurisdiction, and until so registered, the additional 2021 Notes may not be offered or sold in the United States to, or for the account or benefit of, any United States person except pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of, any security in any other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Forward-Looking Statements

This press release may be deemed to contain forward-looking statements, which are subject to change. These forward-looking statements may be significantly impacted, either positively or negatively, by various factors, including, without limitation, licensing and other regulatory approvals, financing sources, development and construction activities, costs and delays, weather, permits, competition and business conditions in the gaming industry. The forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements herein.

Additional information concerning potential factors that could affect the Company’s financial condition, results of operations and expansion projects is included in the filings of the Company with the Securities and Exchange Commission, including, but not limited to, its Form 10-K for the most recently ended fiscal year.

Contacts

For Isle of Capri Casinos, Inc.
Eric L. Hausler, Chief Financial Officer- 314.813.9205
Jill Alexander, Senior Director Corporate Communication-314.813.9368
SOURCE Isle of Capri Casinos, Inc.