8-K

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 17, 2019

Twin River Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38850	20-0904604
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

100 Twin River Road

Lincoln, Rhode Island 02865

(Address and zip code of principal executive offices)

(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:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

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  ý

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.  ý

Item 7.01    Regulation FD Disclosure.

Twin River Worldwide Holdings, Inc. (the “Company”) is initiating a process with prospective lenders by which it will seek to raise up to $950 million through a revolving credit facility and funded debt in order to refinance existing debt, to raise funding for a potential return of capital to its shareholders and for general corporate purposes. Beginning on April 17, 2019, the Company intends to meet with prospective lenders in connection with a proposed refinancing of its existing bank credit facility. In the meetings, the Company will provide financial information relating to the Company and Dover Downs Gaming & Entertainment, Inc. (“Dover Downs”). The Company is furnishing the attached Exhibit 99.1 to disclose certain information to be used in connection with the meetings. The information in Exhibit 99.1 includes estimates as to the full-year effects of various events, including the acquisition of Dover Downs and the opening of a new facility, on previously reported results for 2018. Management believes these estimates are reasonable based on currently available information, but such estimates are for analytical purposes, do not include the effects of all potential adjustments and are not guarantees of any events since they are inherently all subject to numerous variables and uncertainties outside of the Company’s control. No assurance can be given that the estimates will be achieved in 2019 or subsequent periods.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “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, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Selected Prospective Lender Meeting Slides

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.

TWIN RIVER WORLDWIDE HOLDINGS, INC.
By:	/s/ Stephen H. Capp
Name:	Stephen H. Capp
Title:	Executive Vice President and Chief Financial Officer

Date: April 17, 2019

EX-99.1

FY 2018 Pro Forma Adjusted EBITDA Bridge ($ in millions) . $10.5 million – Dover Downs FY 2018 Adjusted EBITDA . $4.7 million – Cost synergies net of incremental operating expenses . ~$4.5 million – Unrealized benefit from change to Delaware gaming tax legislation (1) $10 $194 $180 $20 $2 $166 $14 2018A TRWH TRWH 2018A TRWH Adjusted (+) Dover Downs (+) Tiverton (--) Newport Grand PF TRWH Property-Level corporate overhead EBITDA EBITDA run-rate Closing 2018 Adjusted EBITDA Adjusted EBITDA Note: See EBITDA reconciliation on p. 37 for supporting detail. (1) Annualized $6.5mm of the last five months of adjusted EBITDA generated since opening; only four months of actual reflected in 2018A TRWH Adjusted EBITDA. 28

Adjusted EBITDA Reconciliations A Merger and going public expenses primarily include Twin River Worldwide Holdings, Inc. legal and financial advisory costs related to the merger Fiscal year ended 12/31, of TRWH and Dover Downs and the costs of TRWH ($ in millions) 2017 2018 becoming a public company Net income $62 $71 Depreciation and amortization 22 22 B Newport Grand disposal loss represents the loss on Provision for income taxes 39 26 the sale of the land and building, write-down of Interest expense, net of interest income 23 23 building improvements and write-off of equipment A Merger and going public expenses – 7 B Newport Grand disposal loss – 7 C The pension withdrawal expense represents the C Pension withdrawal expense – 4 accrual for the New England Teamsters Multi- D Expansion and pre-opening expenses 0 3 employer pension plan withdrawal liability E Non-recurring litigation expenses 2 2 F Share-based compensation 18 (1) D Expansion and pre-opening expenses represent costs G Other 1 3 incurred for Tiverton Casino Hotel prior to its opening Consolidated Adjusted EBITDA $167 $166 on September 1, 2018 E Non-recurring litigation expense represents legal expenses incurred by TRWH in connection with certain litigation matters (net of insurance reimbursement) Dover Downs Gaming & Entertainment F Share-based compensation decreased by $19.3 million for the decreased fair value of stock options classified Fiscal year ended, as liability awards that are recorded at fair value at the ($ in millions) 2017 2018 end of each reporting period Net earnings ($1) $0 Income tax expense 1 0 G Other consists of pension audit payments, legal and Interest expense 1 1 financial expenses, Credit Agreement amendment Depreciation 8 8 expenses, acquisition expenses associated with the A Merger costs – 1 acquisition of three casinos from Affinity Gaming and Total Adjusted EBITDA $8 $11 storm-related repair expenses 37