Current Report Filing (8-k)
April 29 2019 - 6:36AM
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): April 29, 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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¨
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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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¨
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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
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Item 2.02
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Results of Operations and Financial Condition.
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On April 29, 2019, Twin River Worldwide Holdings,
Inc. (the “Company”) commenced an offering (the “Offering”) of $350,000,000 aggregate principal amount
of senior notes due 2027 (the “Notes”) in a private offering.
In connection with the Offering, the Company
provided potential investors a preliminary offering memorandum. The Company is furnishing the attached Exhibit 99.1 to disclose
selected preliminary estimated financial results of the Company for the three months ended March 31, 2019, which were included
in the preliminary offering memorandum.
This report does not constitute an offer
to sell or the solicitation of an offer to buy the Notes or an offer, solicitation or sale of the Notes in any jurisdiction in
which such offering, solicitation or sale would be unlawful. The Notes have not been registered under the Securities Act of 1933,
and may not be offered or sold absent registration or an applicable exemption from registration requirements.
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Item 7.01
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Regulation FD Disclosure.
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See “Item 2.02. Results of Operations
and Financial Condition” above.
The Company is also furnishing
the attached Exhibit 99.2 to disclose certain additional information excerpted from the preliminary offering
memorandum, including in respect of the use of proceeds from the Offering. Since not all of the information contained in the
preliminary offering memorandum is included therein, certain cross references and defined terms may not appear in Exhibit
99.2.
The information contained in this Current
Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and is not “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, or incorporated by reference
into any filing, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The
following exhibits are furnished herewith:
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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