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 25, 2013
TROPICANA ENTERTAINMENT INC.
(Exact Name of Registrant as Specified in Charter)
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| | | | |
| Delaware | | 000-53831 | | 27-0540158 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
|
| | |
8345 W Sunset Road, 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 ( see General Instruction A.2):
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 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On April 25, 2013, Columbia Properties Laughlin, LLC (“CP Laughlin”) and CP Laughlin Realty, LLC (“CPL Realty”), wholly owned subsidiaries of Tropicana Entertainment Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with M1 Gaming Laughlin, LLC (“M1 Gaming”) and SJP Laughlin Property, LLC (“SJP” and, collectively with M1 Gaming, the "Buyers"). Pursuant to the terms of the Asset Purchase Agreement, CP Laughlin and CPL Realty agreed to sell, or cause to be sold, substantially all of the assets associated with the operation of the River Palms Casino in Laughlin, Nevada (“River Palms”), in exchange for $7.0 million in cash, subject to potential adjustment for working capital at the time of closing, and the assumption by the Buyers of certain liabilities associated with River Palms. The transaction is subject to regulatory approval and certain other conditions precedent, as set forth in the Asset Purchase Agreement, and while it is expected to close in the third quarter of 2013, the Company can make no assurances that the conditions will be satisfied or that the sale will be consummated in a timely manner, if at all.
Item 7.01 Regulation FD Disclosure.
On May 1, 2013, the Company issued a press release relating to the matters described in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and 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.
(d) Exhibits
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| | | | | | |
| Exhibit Number | | Exhibit Description |
| 99.1 |
| | Press release dated May 1, 2013 of Tropicana Entertainment Inc. |
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.
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| | |
| | TROPICANA ENTERTAINMENT INC. |
| Date: May 1, 2013 | | |
| | By: | /s/ LANCE J. MILLAGE |
| | Name: | Lance J. Millage |
| | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
