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, 2017

ISLE OF CAPRI CASINOS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-20538	41-1659606
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

600 Emerson Road, Suite 300, St. Louis, Missouri	63141
(Address of principal executive offices)	(Zip Code)

(314) 813-9200

(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.245)

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

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

oPre-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 o

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. o

Item 8.01.Other Events.

On April 17, 2017, Isle of Capri Casinos, Inc., a Delaware corporation, issued a press release announcing that it had commenced a cash tender offer for any and all of its outstanding 5.875% Senior Notes due 2021. A copy of the press release is being furnished as Exhibit 99.1 hereto and is hereby incorporated by reference to this Item 8.01.

Item 9.01.         Financial Statements and Exhibits.

(d)       Exhibits:

Exhibit No.	Description
99.1	Press Release dated April 17, 2017, regarding the cash tender offer.

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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.

	ISLE OF CAPRI CASINOS, INC.
	By:	/s/ Edmund L. Quatmann, Jr.
		Edmund L. Quatmann, Jr.
		Chief Legal Officer and Secretary
Date:  April 17, 2017

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EX-99.1

Exhibit 99.1

Isle of Capri Casinos, Inc.

Announces Commencement of Cash Tender Offer

ST. LOUIS, April 17, 2017 — Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (the “Company”) today announced that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.875% Senior Notes due 2021 (CUSIP No. 464592 AQ7) (the “Notes”).  As of the date of this press release, there is approximately $450 million in aggregate principal amount of the Notes outstanding.

The Tender Offer is scheduled to expire at 11:59 p.m. New York City time, on May 12, 2017, unless extended or earlier terminated by the Company (the “Expiration Date”).

Holders validly tendering and not withdrawing their Notes on or prior to 5:00 p.m., New York City time, on April 28, 2017, unless extended or earlier terminated by the Company (the “Early Tender Date”), will be eligible to receive total consideration of $1,031.88 per $1,000 principal amount of Notes tendered, which includes an early tender payment of $2.50 per $1,000 principal amount of Notes tendered (the “Early Tender Payment”).  Holders validly tendering after the Early Tender Date but prior to the Expiration Date will not be eligible to receive the Early Tender Payment, but will be eligible to receive the tender offer consideration of $1,029.38 per $1,000 principal amount of Notes tendered.  Holders whose Notes are accepted for purchase also will be paid accrued and unpaid interest up to, but not including, the date of payment for the Notes.  Tendered Notes may be withdrawn at any time on or prior to the Early Tender Date.  Other than as required by applicable law, tendered Notes may not be withdrawn after the Early Tender Date.

The Company’s obligation to purchase Notes under the Tender Offer is subject to certain conditions (the “Conditions”), including the consummation of the merger of Eagle I Acquisition Corp. (“Merger Sub A”), a Delaware corporation and direct wholly-owned subsidiary of Eldorado Resorts, Inc. (“ERI”), with and into the Company pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, ERI, Merger Sub A, and Eagle II Acquisition Company LLC, a Delaware limited liability company  and a direct wholly-owned subsidiary of ERI.  The terms of the Tender Offer are described in the Company’s Offer to Purchase dated April 17, 2017 (the “Offer to Purchase”).

The initial settlement is expected to occur promptly following the Early Tender Date and satisfaction of the Conditions, on or around May 1, 2017.  The final settlement will be promptly after the Expiration Date, and is expected to be on May 15, 2017.

The Company has engaged J.P. Morgan Securities LLC to act as the dealer manager in connection with the Tender Offer.  Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at (212) 834-4811 (collect) or (866) 834-4666 (US toll-free).  Requests for documentation may be directed to D.F. King & Co., Inc., at (866) 530-8636 (US toll-free) or (212) 269-5550 (for bankers and brokers) or via email to isle@dfking.com.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any securities. The Tender Offer is being made solely pursuant to the Offer to Purchase, which sets forth the complete terms of the Tender Offer.

ABOUT ISLE OF CAPRI CASINOS

Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 13 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. On September 19, 2016, ERI and the Company announced that they have entered into the Merger Agreement whereby ERI will acquire all of the outstanding shares of the Company. The Company currently operates gaming and entertainment facilities in Mississippi, Louisiana, Iowa, Missouri, Colorado, Florida and Pennsylvania. More information is available at the Company’s website, www.islecorp.com.

FORWARD-LOOKING STATEMENTS

This press release may be deemed to contain forward-looking statements, which are subject to change. These forward-looking statements may be significantly impacted, either positively or negatively by various factors, including without limitation, licensing, and other regulatory approvals, financing sources, development and construction activities, costs and delays, weather, permits, competition and business conditions in the gaming industry. The forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements herein.

Additional information concerning potential factors that could affect the Company’s financial condition, results of operations and expansion projects, is included in the filings of the Company with the Securities and Exchange Commission, including, but not limited to, its Form 10-K for the most recently ended fiscal year.

CONTACT:  
Isle of Capri Casinos, Inc.,  
Jill Alexander, Senior Director, Corporate Communications -314.813.9368, www.islecorp.com