UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On March 9, 2020, Eldorado Resorts, Inc., a Nevada corporation (the “Company”) and its wholly-owned subsidiary New Tropicana OpCo, Inc., a Delaware corporation, entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Maverick NV LLC, a Nevada series limited liability company (“Buyer 1”), MontBleu Operator LLC, a Nevada limited liability company (“Buyer 2” and, together with Buyer 1, collectively the “Buyer”), and, solely for purposes of Section 9.19 of the Equity Purchase Agreement, Maverick Gaming LLC, a Nevada limited liability company, pursuant to which (i) Buyer 2 will purchase certain assets of Columbia Properties Tahoe, LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (the “Target”) and (ii) immediately thereafter, Buyer 1 will purchase all of the outstanding equity interests in the Target (the “Sale”).
The Equity Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations. Consummation of the Sale is subject to customary conditions, including, among other things, (i) the absence of any injunction or order preventing the transactions contemplated by the Equity Purchase Agreement, (ii) approval of the transaction by the Federal Trade Commission, (iii) receipt of regulatory approvals, including applicable gaming regulatory approvals, (iv) accuracy of the respective parties’ representations and warranties and (v) compliance by the parties with their respective covenants and obligations. The obligation of the Buyer to consummate the Sale is not subject to a financing condition.
On March 10, 2020, the Company issued a press release announcing the transactions described in this Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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: March 9, 2020 |
By: |
/s/ Thomas R. Reeg | ||||
| Name: |
Thomas R. Reeg | |||||
| Title: |
Chief Executive Officer | |||||