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EX-99.1 - EXHIBIT 99.1 - Tropicana Entertainment Inc.exh991lumierepressrelease.htm


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2014
 
TROPICANA ENTERTAINMENT INC.
(Exact Name of Registrant as Specified in Charter)
 

Delaware
 
000-53831
 
27-0540158
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
8345 W. Sunset Road, Suite 200, Las Vegas, Nevada 89113
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code (702) 589-3900
 
N/A
(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:
 
p           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
p             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
p             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
p             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 






Item 2.01
Completion of Acquisition or Disposition of Assets.

On April 1, 2014, Tropicana Entertainment Inc. (the “Company”) completed its previously announced acquisition of all of the outstanding stock of Casino One Corporation (the “Target”) and all of the outstanding membership interests of PNK (ES), LLC (“ES”), PNK (ST. LOUIS RE), LLC (“RE”), and PNK (STLH), LLC (“STLH” and together with ES, RE and the Target, the “Companies”), pursuant to the terms of an Equity Interest Purchase Agreement (the “Purchase Agreement”), dated as of August 16, 2013, by and among Tropicana St. Louis LLC (the “Buyer”), a Delaware limited liability company and wholly owned subsidiary of the Company, and Pinnacle Entertainment, Inc. (“Pinnacle”), Casino Magic, LLC (“Casino Magic” and together with Pinnacle, the “Sellers”) and the Companies, for a purchase price of $260 million in cash, subject to adjustment (the “Transactions”). Upon consummation of the Transactions, the Buyer acquired the Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri.

The foregoing description of the Purchase Agreement does not purport to be complete and it is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K with the Securities and Exchange Commission on August 21, 2013, and which is incorporated herein in its entirety by reference.

Item 7.01    Regulation FD Disclosure.

On April 1, 2014, the Company issued a press release announcing the completion of the Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

Item 9.01    Financial Statements and Exhibits.    

(a)
Financial Statements of the Businesses Acquired.

All required financial statements of the acquired businesses will be filed by an amendment to this Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.

(b)
Pro Forma Financial Information.

All required pro forma financial information of the Company, taking into account this acquisition, will be filed no later than 71 days after the date this initial report on Form 8-K must be filed.


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(d)     Exhibits
Exhibit Number
 
Exhibit Description
99.1

 
Press release dated April 1, 2014 of Tropicana Entertainment 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.

 
TROPICANA ENTERTAINMENT INC.
Date:  April 1, 2014
 
 
 
By:
/s/ LANCE J. MILLAGE
 
Name:
Lance J. Millage
 
Title:
Executive Vice President, Chief Financial Officer and Treasurer


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