Amended Current Report Filing (8-k/a)
November 30 2018 - 4:13PM
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): October 1, 2018
Eldorado Resorts, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Nevada
|
|
001-36629
|
|
47-3657681
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
100 West Liberty Street, Suite 1150
Reno, NV
|
|
89501
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
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. ☐
Explanatory Note
On October 1, 2018, Eldorado Resorts, Inc., a Nevada corporation (the Company), filed a Current Report on Form
8-K
(the Original
8-K)
to report the completion of its previously announced merger by and between the Company, Tropicana Entertainment Inc., a Delaware corporation
(Tropicana), Delta Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (Merger Sub), and GLP Capital, L.P., a Pennsylvania limited partnership that is the operating partnership of
Gaming and Leisure Properties, Inc. (GLP), pursuant to which (i) GLP purchased substantially all of the real property assets owned by Tropicana, other than the MontBleu Casino Resort & Spa, the Lumière Place Casino
and Hotel (Lumière Place), and the Tropicana Aruba Resort and Casino, by GLP for $964 million, (ii) a wholly-owned subsidiary of the real property assets owned by Tropicana associated with Lumière Place by
Tropicana St. Louis RE LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, for $246 million and (ii) immediately following the consummation of the real estate transactions, Merger Sub merged with and
into Tropicana, with Tropicana as the surviving entity. The Company is filing this amendment on Form
8-K/A,
to (i) amend the Original
8-K,
to include the financial
information required by Item 9.01(a) and Item 9.01(b) of Form
8-K
that was not included in the Original
8-K
and (ii) file a consent of independent auditors as an
exhibit to the Original
8-K.
No other changes have been made to the Original
8-K.
Item 9.01
|
Financial Statements and Exhibits.
|
(a) Financial Statements of businesses acquired
The audited consolidated balance sheets of Tropicana as of December 31, 2017 and 2016 and the audited consolidated statements of income,
changes in shareholders equity and cash flows of Tropicana for the three years in the period ended December 31, 2017 (as recast to reflect the impacts of the adoption of the new accounting standards for revenue recognition and
presentation of restricted cash in the statements of cash flows) are attached hereto as Exhibit 99.1.
The unaudited condensed
consolidated balance sheet of Tropicana as of September 30, 2018 and the unaudited condensed consolidated statements of income, comprehensive income, and cash flows of Tropicana for the three and nine months ended September 30, 2018 and
2017 are attached hereto as Exhibit 99.2.
The unaudited balance sheet of Elgin Riverboat Resort-Riverboat Casino (Elgin) as
of August 6, 2018 and the unaudited statement of income, statement of partners equity and statement of cash flows of Elgin for the period from January 1, 2018 through August 6, 2018 are attached hereto as Exhibit 99.3. As
previously disclosed, the Company acquired Elgin on August 7, 2018.
(b) Pro forma financial information
The selected unaudited pro forma condensed combined financial data for the year ended December 31, 2017 and the nine months ended
September 30, 2018 are attached hereto as Exhibit 99.4.
(d) Exhibits
The following exhibits are filed with this report:
|
|
|
|
|
99.2
|
|
Unaudited condensed consolidated balance sheet of Tropicana Entertainment, Inc. as of September
30, 2018 and the unaudited condensed consolidated statements of income, comprehensive income, and cash flows of Tropicana Entertainment, Inc. for the three and nine months ended September 30, 2018 and 2017.
|
|
|
99.3
|
|
Unaudited balance sheet of Elgin Riverboat Resort-Riverboat Casino as of August
6, 2018 and the unaudited statement of income, statement of partners equity and statement of cash flows of Elgin Riverboat Resort-Riverboat Casino for the period from January 1, 2018 through August 6, 2018.
|
|
|
99.4
|
|
Selected unaudited pro forma condensed combined financial data for the year ended December 31, 2017 and the nine months ended September 30, 2018.
|
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.
|
|
|
|
|
|
|
|
|
|
|
ELDORADO RESORTS, INC.,
|
|
|
|
|
a Nevada corporation
|
|
|
|
Date: November 30, 2018
|
|
By:
|
|
/s/ Gary L. Carano
|
|
|
|
|
Name: Gary L. Carano
|
|
|
|
|
Title: Chief Executive Officer
|
Caesars Entertainment (NASDAQ:CZR)
Historical Stock Chart
From Apr 2024 to May 2024
Caesars Entertainment (NASDAQ:CZR)
Historical Stock Chart
From May 2023 to May 2024