Amended Current Report Filing (8-k/a)
29 April 2019 - 9:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K/A
______________________
(Amendment No. 1)
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 29, 2019 (March 28, 2019)
Twin River Worldwide Holdings, Inc.
(Exact name of registrant as specified
in its charter)
________________________
Delaware
(State or other jurisdiction
of incorporation)
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001-38850
(Commission
File Number)
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20-0904604
(I.R.S. Employer
Identification Number)
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100 Twin River Road
Lincoln, Rhode Island 02865
(Address and zip code of principal executive
offices)
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(401) 475-8474
(Registrant’s telephone number,
including area code)
________________________
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
x
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.
x
Introductory Note
On March 28, 2019,
Twin River Worldwide Holdings, Inc. (the “Company”) acquired Dover Downs Gaming & Entertainment, Inc. (“Dover
Downs”) in a transaction pursuant to which each share of Dover Downs common stock and class A common stock was converted
into the right to receive 0.089872 shares of the Company’s common stock with cash in lieu of fractional shares.
On March 29, 2019,
the Company filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange Commission (the
“SEC”) disclosing that it had closed the acquisition and that the financial statements and pro forma financial information
required by Items 9.01(a) and (b) of Form 8-K would each be filed by amendment by June 13, 2019. This Amendment No. 1 (this “Amendment”)
amends the Initial 8-K to file the required financial statements and pro forma financial information.
This Amendment should
be read in conjunction with the Initial 8-K and the Company’s other filings with the SEC. Except as stated herein, this Amendment
does not reflect events occurring after the filing of the Initial 8-K with the SEC on March 29, 2019 and no attempt has been made
in this Amendment to modify or update other information as disclosed in the Initial 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of business acquired.
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The audited consolidated
financial statements of Dover Downs as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 and
the notes related thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
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(b)
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Pro forma financial information.
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The
unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2018 and the unaudited pro forma
condensed combined statements of income of the Company for the year ended December 31, 2018 and the notes related thereto are
filed as Exhibit 99.2 hereto and are incorporated herein by reference.
The following exhibits
are filed herewith:
Exhibit
No.
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Description
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23.1
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Consent of KPMG LLP, dated April 29, 2019
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99.1
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Audited Consolidated Financial Statements of Dover Downs Gaming & Entertainment, Inc. as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 and the notes related thereto
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99.2
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Unaudited Pro Forma Condensed Combined Balance Sheet of Twin River Worldwide Holdings, Inc. as
of December 31, 2018 and Unaudited Pro Forma Condensed Combined Statements of Income of Twin River Worldwide Holdings,
Inc. for the year ended December 31, 2018 and the notes related thereto
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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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TWIN RIVER WORLDWIDE HOLDINGS, INC.
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By:
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/s/ Stephen H. Capp
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Name:
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Stephen H. Capp
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Title:
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Executive Vice President and
Chief Financial Officer
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Date: April 29, 2019
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