Current Report Filing (8-k)
12 May 2020 - 8:03PM
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): May 11, 2020 (May 11, 2020)
Twin River Worldwide Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38850
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20-0904604
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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100 Westminster Street
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Providence
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RI
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02903
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(Address of Principal Executive Offices and Zip Code)
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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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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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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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Securities registered pursuant to Section 12 (b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, $0.01 par value
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the Company
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New York Stock Exchange
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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
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
May 11, 2020, Twin River Worldwide Holdings, Inc. (the "Company") amended its credit agreement dated May 10, 2019
with Citizens Bank, N.A., as administrative agent and collateral agent, to increase the aggregate principal amount of the
facility to $575 million, an increase of $275 million pursuant to an incremental term B loan facility. Borrowings under the
new incremental term loan B facility will bear interest at LIBOR plus 8.00% per annum (with a 1.0% LIBOR floor) through the
2026 maturity date. This new term loan satisfies the financing contingency under the purchase agreement to acquire the
Shreveport and Lake Tahoe MontBleu casinos from Eldorado Resorts, Inc.
Item 7.01 Other Events.
On May 11, 2020, the
Company published a press release announcing the new term loan. The press release is furnished herewith as Exhibit 99.1.
Cautionary Note on Forward-Looking Statements
Any statements in this
Current Report on Form 8-K about future expectations, plans and prospects for the Company constitute forward-looking statements
within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated
by such forward-looking statements as a result of various risks and uncertainties including, but not limited to: future actions,
new projects, strategies, future performance, the outcomes of contingencies, future financial results and uncertainties related
to COVID-19. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s
views as of the date hereof and subsequent events and developments could cause the Company’s views to change. the Company
disclaims any intent or obligation to publicly update or revise any such forward-looking statements to reflect any change in the
Company’s expectations or future events, conditions or circumstances on which any such forward-looking statements may be
based, or that may affect the likelihood that actual results may differ from those set forth in such forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
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Description
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10.1
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Incremental Joinder Agreement No. 1, dated May 11, 2020, to the amended Credit Agreement, dated as of May 10, 2019, among Twin
River Worldwide Holdings, Inc. and various lenders party
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99.1
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Press Release, dated May 11, 2020, of Twin River Worldwide Holdings, Inc.
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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: May 11, 2020
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