Attached files
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| EX-1.1 - FIRST AMENDMENT TO PURCHASE AGREEMENT - Peninsula Gaming, LLC | exhibit.htm |
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): October 22, 2009
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Peninsula
Gaming, LLC
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Peninsula
Gaming Corp.
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(Exact
name of registrant as
specified
in its charter)
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(Exact
name of registrant as
specified
in its charter)
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Delaware
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Delaware
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(State
or other jurisdiction of
incorporation
or organization)
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(State
or other jurisdiction of
incorporation
or organization)
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20-0800583
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25-1902805
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(I.R.S.
Employer Identification No.)
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(I.R.S.
Employer Identification
No.)
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301
Bell Street
Dubuque,
Iowa 52001
(Address
of executive offices, including zip code)
(563)
690-4975
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
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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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Item
2.01. Completion of Acquisition or Disposition of Assets
On
October 22, 2009, Peninsula Gaming, LLC (the “Company”) consummated the
acquisition of the Amelia Belle Casino, located in Amelia, Louisiana, pursuant
to the terms of a Purchase Agreement, dated June 18, 2009 (as amended by a First
Amendment to Purchase Agreement, dated October 22, 2009 (the “Amendment”), the
“Purchase Agreement”). As contemplated in the Purchase Agreement, a
wholly-owned subsidiary of the Company purchased 100% of the outstanding limited
liability company interests of Belle of Orleans, L.L.C. from Columbia Properties
New Orleans, L.L.C. for a purchase price of $104.0 million, subject to certain
working capital adjustments. The Amendment provided, among other
things, a reduction of the purchase price from $106.5 million to $104.0
million.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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1.1
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First
Amendment to Purchase Agreement, dated October 22, 2009, by and among
Columbia Properties New Orleans, L.L.C., AB Casino Acquisition LLC and
Peninsula Gaming Partners, LLC.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October
23, 2009
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PENINSULA
GAMING, LLC
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By:
/s/ M. Brent Stevens
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Name:
M. Brent Stevens
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Title:
Chief Executive Officer
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PENINSULA
GAMING CORP.
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By:
/s/ M. Brent Stevens
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Name:
M. Brent Stevens
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Title:
Chief Executive
Officer
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