UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2011
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-32583 | 13-3391527 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4670 S. Fort Apache Road, Suite 190 Las Vegas, Nevada | 89147 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:702-221-7800
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on September 10, 2010, Full House Resorts, Inc. (the “Company”) entered into a definitive agreement (the “Agreement”) with Grand Victoria Casino & Resort, L.P. (the “Seller”) to acquire all of the operating assets of the Grand Victoria Casino & Resort, located in Rising Sun, Indiana on the Ohio River. On April 1, 2011, the Company completed the acquisition and paid approximately $19 million in cash and drew $33 million on its previously announced $38 million credit agreement with Wells Fargo Bank. No material relationship exists, other than in respect of the Agreement, between the Seller and the Company or any of the Company’s affiliates, directors or officers.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement which was filed by the Company as Exhibit 2.1 to a Form 8-K on September 13, 2010 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 2.01 above is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On April 1, 2011, the Company issued a press release announcing the closing under the Agreement. A copy of this press release is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release issued by the Company on April 1, 2011. |
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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.
| Full House Resorts, Inc. | ||||
| Date: April 1, 2011 | /s/ Barth F. Aaron | |||
| Barth F. Aaron | ||||
| Secretary/General Counsel | ||||
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EXHIBIT INDEX
| Exhibit No. | Description | |||
| 99.1 | Press release issued by the Company on April 1, 2011. | |||
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