UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): November 30, 2017
PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001- 37666 | | 47-4668380 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 3980 Howard Hughes Parkway, Las Vegas, Nevada | | 89169 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s Telephone Number, including area code:(702) 541-7777
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule12b-2 of the Exchange Act (17 CFR240.12b-2).
Emerging growth company ☐
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. ☐
On November 30, 2017, Pinnacle Entertainment, Inc. (the “Company”) issued a press release announcing that the Company is in discussions regarding a potential business combination with Penn National Gaming, Inc. (“Penn National”), whereby Penn National would acquire the Company in a cash and stock transaction.
These discussions may or may not lead to any transaction. Additionally, there can be no assurance that an agreement providing for a transaction will be reached, or if an agreement is reached, that a transaction will be completed. Any transaction would be subject to the approvals of the Board of Directors of the Company and Penn National, regulatory and shareholder approvals, as well as other conditions.
A copy of the press release is filed as Exhibit 99.1 to this Form8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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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| | | | PINNACLE ENTERTAINMENT, INC. |
| | |
| | | | (Registrant) |
| | | |
| Date: November 30, 2017 | | | | By: | | /s/ Elliot D. Hoops |
| | | | | | Elliot D. Hoops Vice President and Legal Counsel |
