0000928464-18-000053.txt : 20180516 0000928464-18-000053.hdr.sgml : 20180516 20180516091757 ACCESSION NUMBER: 0000928464-18-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180516 DATE AS OF CHANGE: 20180516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tropicana Entertainment Inc. CENTRAL INDEX KEY: 0001476246 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270540158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85365 FILM NUMBER: 18838949 BUSINESS ADDRESS: STREET 1: 8345 W. SUNSET RD STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-589-3900 MAIL ADDRESS: STREET 1: 8345 W. SUNSET RD STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 tpcasch13damd15051618.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

Tropicana Entertainment Inc.
(Name of Issuer)

Common Stock, Par Value $0.01
(Title of Class of Securities)

89708X 105
(CUSIP Number)

Andrew Langham, Esq.
General Counsel
Icahn Enterprises G.P. Inc.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 15, 2018
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  / /.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


Item 1.  Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on March 9, 2010 by the Reporting Persons, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7, No. 8, No. 9, No. 10, No. 11, No. 12, No. 13 and No. 14 thereto (as amended, the "Schedule 13D") with respect to the shares of Common Stock, par value $0.01 (the "Shares") issued by Tropicana Entertainment Inc. (the "Issuer") is hereby amended to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.


Item 4.  Purpose of Transaction

Item 4 of this Schedule 13D is amended by adding the following:

Reference is made to (i) the Purchase and Sale Agreement, dated as of April 15, 2018, by and between GLP Capital, L.P., a Pennsylvania limited partnership ("GLP"), and the Issuer (the "Real Estate Purchase Agreement"), and (ii) the Agreement and Plan of Merger, dated as of April 15, 2018, by and among Eldorado Resorts, Inc., a Nevada corporation, Delta Merger Sub, Inc., a Delaware corporation, GLP and the Issuer (the "Merger Agreement"), which were announced by the Issuer on April 16, 2018. As required under the Real Estate Purchase Agreement and the Merger Agreement, on May 15, 2018, American Entertainment Properties Corp., one of the Reporting Persons and the majority stockholder of the Issuer, delivered its stockholder approval and adoption of the Real Estate Purchase Agreement and the Merger Agreement. A copy of the Action by Written Consent of the Majority Stockholder of Tropicana Entertainment Inc., dated as of May 15, 2018, is attached hereto as Exhibit 1 and is incorporated by reference herein.


Item 7.  Material to be Filed as Exhibits

1.
Action by Written Consent of the Majority Stockholder of Tropicana Entertainment Inc., dated as of May 15, 2018.





SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  May 16, 2018


BECKTON CORP.


By:  /s/ Edward E. Mattner
Name:  Edward E. Mattner
Title:  Authorized Signatory


ICAHN ENTERPRISES HOLDINGS L.P.

By:  Icahn Enterprises G.P. Inc., its general partner

  By:  /s/ SungHwan Cho
Name:  SungHwan Cho
Title:  Chief Financial Officer


ICAHN ENTERPRISES G.P. INC.

By:  /s/ SungHwan Cho
Name:  SungHwan Cho
Title:  Chief Financial Officer

AMERICAN ENTERTAINMENT PROPERTIES CORP.

By:  /s/ SungHwan Cho
Name:  SungHwan Cho
Title:  Chief Financial Officer


CARL C. ICAHN



/s/ Carl C. Icahn_____________
CARL C. ICAHN






[Signature Page of Amendment No. 15 to Schedule 13D – Tropicana Entertainment Inc.]
 EX-1 2 tpcasch13damd15051618ex1.htm WRITTEN CONSENT
EXHIBIT 1
 
 

ACTION BY WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDER
OF TROPICANA ENTERTAINMENT INC.

Pursuant to Section 228(a) of the Delaware General Corporation Law (the "DGCL") and the certificate of incorporation and bylaws of Tropicana Entertainment, Inc., a Delaware corporation (the "Company"), the undersigned, being the holder of at least a majority of the outstanding capital stock of the Company (the "Stockholder"), hereby adopts and consents in writing to the resolutions set forth below, which actions shall be deemed to be adopted to the same extent and to have the same force and effect as if such resolutions were adopted by the vote of holders of outstanding capital stock having not less than the  minimum number of votes that would be necessary to authorize or take such action at a special meeting of the stockholders of the Company duly called and held for the purposes of acting upon proposals to adopt such resolutions.  Capitalized terms used but not defined herein have the meanings given to such terms in the Merger Agreement (as defined below).
Approval of Asset Sale, Merger, Real Estate Purchase Agreement and Merger Agreement
WHEREAS, the Board has approved (i) the Purchase and Sale Agreement, dated as of April 15, 2018, by and between GLP Capital, L.P., a Pennsylvania limited partnership ("GLP"), and the Company (the "Real Estate Purchase Agreement"), and (ii) the Agreement and Plan of Merger, dated as of April 15, 2018, by and among Eldorado Resorts, Inc., a Nevada corporation ("Parent"), Delta Merger Sub, Inc., a Delaware corporation ("Merger Sub"), GLP and the Company (the "Merger Agreement");
WHEREAS, the Real Estate Purchase Agreement provides for, among other things, the sale of the Transferred Real Estate Assets (as defined in the Real Estate Purchase Agreement) to GLP in accordance with the terms of the Real Estate Purchase Agreement, which, together with the distribution, transfer or sale of the Aruba Operations and the Insight Disposition contemplated by the Merger Agreement, may be deemed to constitute a sale of substantially all of the assets of the Company (the "Asset Sale");
WHEREAS, the Merger Agreement provides for, immediately following the Asset Sale, the merger of Merger Sub with and into the Company in accordance with the terms of the Merger Agreement and the DGCL, with the Company continuing as the surviving corporation of the Merger (the "Merger");
WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Company's common stock, par value $0.01 per share (the "Common Stock"), other than Dissenting Shares and all shares of Common Stock held or owned by Parent or Merger Sub, shall be cancelled and converted into the right to receive the Per Share Merger Consideration, subject to the terms of the Merger Agreement;
WHEREAS, the Stockholder has had an opportunity to review the proposed terms of the Real Estate Purchase Agreement and the Merger Agreement, the exhibits attached thereto, and other information regarding the Real Estate Purchase Agreement and the Merger Agreement, the transactions contemplated thereby, and other matters, documents, certificates, and agreements contemplated therein;
WHEREAS, in accordance with Section 271(a) of the DGCL, the Board has submitted the Real Estate Purchase Agreement to the Stockholder for approval and adoption and has recommended that the Stockholder adopt and approve the Real Estate Purchase Agreement and the Asset Sale; and
WHEREAS, in accordance with Section 251(c) of the DGCL, the Board has submitted the Merger Agreement to the Stockholder for approval and adoption and has recommended that the Stockholder adopt and approve the Merger Agreement and the Merger.
NOW, THEREFORE, BE IT:
RESOLVED, that the Real Estate Purchase Agreement and the Merger Agreement are hereby adopted and approved in all respects, and the Asset Sale and the Merger as set forth in the Real Estate Purchase Agreement and the Merger Agreement and all of the other transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement are hereby authorized and approved in all respects.

Waiver of Appraisal Rights

RESOLVED, that the Stockholder hereby acknowledges awareness and an understanding of the right to demand appraisal of its shares of Common Stock and dissent to the Merger pursuant to Section 262 of the DGCL and has received and had the opportunity to read a copy of such section and hereby waives all and shall not pursue any such appraisal rights.
Waiver of Notice Requirements
RESOLVED, that the Stockholder hereby waives any and all notice requirements applicable to the Asset Sale, the Merger, the Real Estate Purchase Agreement, the Merger Agreement and any of the transactions contemplated therein contained in or pursuant to the Company's bylaws or articles of incorporation, applicable law, and/or any contract between the Company and the Stockholder.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned, being the holder of at least a majority of the outstanding capital stock of the Company, has executed this Action by Written Consent of the Majority Stockholder of Tropicana Entertainment Inc. as of May 15, 2018.



AMERICAN ENTERTAINMENT PROPERTIES CORP.


By:  _______________________________________
 Name:
 Title: