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 7, 2015

 

ISLE OF CAPRI CASINOS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware
(State or other
jurisdiction of incorporation)

 

0-20538
(Commission
File Number)

 

41-1659606
(IRS Employer
Identification Number)

 

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

 

 

63141
(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:

 

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

 

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 8.01.  Other Events.

 

On April 7, 2015, Isle of Capri Casinos, Inc. (the “Company”) announced that it commenced an offering (the “Offering”) of an additional $150 million aggregate principal amount of its 5.875% Senior Notes due 2021 (the “2021 Notes”), of which $350.0 million aggregate principal amount were originally issued on March 5, 2013.  The additional 2021 Notes will have the same terms and be treated as the same class as the outstanding 2021 Notes, except that the additional 2021 Notes will be subject to transfer restrictions until the Company consummates a registered exchange offer or they are sold pursuant to an effective resale shelf registration statement. The 2021 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each of the Company’s domestic subsidiaries that guarantees the Company’s senior secured credit facility. The additional 2021 Notes are being offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.

 

Concurrently with the Offering, the Company announced that it had commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.75% Senior Notes due 2019 (the “2019 Notes”) for a total consideration of $1,043.00 for each $1,000 principal amount of 2019 Notes validly tendered and not withdrawn before the expiration time, which is scheduled to be 5:00 p.m., New York City time, on April 13, 2015.

 

The Company intends to use the net proceeds from the Offering, together with additional borrowings under its senior secured credit facility and cash on hand, to fund (i) the purchase of the 2019 Notes pursuant to the Tender Offer, (ii) the redemption of any and all 2019 Notes that remain outstanding following consummation of the Tender Offer and (iii) the payment of related fees and expenses of the Offering and the Tender Offer.

 

The additional 2021 Notes have not been registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and until so registered, the additional 2021 Notes may not be offered or sold in the United States to, or for the account or benefit of, any United States person except pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws.

 

These announcements were contained in press releases, copies of which are filed under Item 9.01 hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference. As stated in the offering memorandum for the Offering, the Company is currently finalizing plans for the previously disclosed transition of its Bettendorf, Iowa, riverboat casino to a land-based facility at a currently estimated project cost of $55-60 million (consistent with the proceeds received by the Company from the fiscal 2014 sale of its Davenport, Iowa, riverboat casino). The Company anticipates presenting its plans to the Iowa Racing and Gaming Commission for approval on April 16, 2015, and — assuming approval — then completing the bid process and seeking other necessary permits and approvals to commence construction.

 

Forward-Looking Statements

 

This Current Report on Form 8-K 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.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release announcing commencement of private offering

 

 

 

99.2

 

Press release announcing commencement of tender offer

 

2



 

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 thereunto duly authorized.

 

 

ISLE OF CAPRI CASINOS, INC.

 

 

 

 

Date: April 7, 2015

By:

/s/ Eric L. Hausler

 

Name:

Eric L. Hausler

 

Title:

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press release announcing commencement of private offering

 

 

 

99.2

 

Press release announcing commencement of tender offer

 

4




Exhibit 99.1

 

 

Isle of Capri Casinos, Inc. Commences Private Offering of $150 Million of Additional 5.875% Senior Notes due 2021

 

St. Louis, Mo., April 7, 2015  — Isle of Capri Casinos, Inc. (Nasdaq: ISLE) (the “Company”) announced today that it commenced an offering of $150 million aggregate principal amount of its 5.875% Senior Notes due 2021 (the “2021 Notes”), of which $350.0 million aggregate principal amount were originally issued on March 5, 2013. The additional 2021 Notes will have the same terms and be treated as the same class as the outstanding 2021 Notes, except that the additional 2021 Notes will be subject to transfer restrictions until the Company consummates a registered exchange offer for the additional 2021 Notes or they are sold pursuant to an effective resale shelf registration statement.

 

The 2021 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each of the Company’s domestic subsidiaries that guarantees the Company’s senior secured credit facility. The additional 2021 Notes are being offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.

 

The Company intends to use the net proceeds from the sale of the additional 2021 Notes, together with borrowings under its senior secured credit facility and cash on hand, to fund (i) the purchase of the Company’s 7.75% Senior Notes due 2019 (the “2019 Notes”) pursuant to a concurrent cash tender offer that the Company also announced today, (ii) the redemption of any and all 2019 Notes that remain outstanding following consummation of the tender offer and (iii) the payment of related fees and expenses of the notes offering and the tender offer.

 

The additional 2021 Notes have not been registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and until so registered, the additional 2021 Notes may not be offered or sold in the United States to, or for the account or benefit of, any United States person except pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of, any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

# # #

 

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.

 

Contacts

 

For Isle of Capri Casinos, Inc.
Eric L. Hausler, Chief Financial Officer- 314.813.9205
Jill Alexander, Senior Director Corporate Communication-314.813.9368

SOURCE Isle of Capri Casinos, Inc.

 




Exhibit 99.2

 

 

Isle of Capri Casinos, Inc. Commences Cash Tender Offer for Any and All of its Outstanding 7.75% Senior Notes due 2019

 

St. Louis, Mo., April 7, 2015 - Isle of Capri Casinos, Inc. (Nasdaq: ISLE) (the “Company”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.75% Senior Notes due 2019 (the “2019 Notes”). The Tender Offer is being conducted upon the terms and conditions set forth in an Offer to Purchase dated April 7, 2015 (the “Offer to Purchase”) and the related letter of transmittal and notice of guaranteed delivery.

 

The Tender Offer will expire at 5:00 p.m., New York City time, on April 13, 2015 (the “Expiration Time”), unless extended or earlier terminated by the Company.  The Company reserves the right to terminate, withdraw or amend the Tender Offer at any time, subject to applicable law. Tenders of 2019 Notes may be withdrawn at any time at or prior to the Expiration Time, but not thereafter, except as may be required by law.

 

Certain information regarding the 2019 Notes and the terms of the Tender Offer is summarized in the table below.

 

Notes

 

CUSIP Number

 

Principal Amount
Outstanding as of
April 7, 2015

 

Tender Offer Consideration(1)

 

7.75% Senior Notes due 2019

 

CUSIP No. 464592AL8 ISIN US464592AL80

 

$

300,000,000

 

$

1,043.00

 

 


(1)              Per $1,000 principal amount of 2019 Notes and excluding accrued and unpaid interest which will be paid in addition to the Tender Offer Consideration on the settlement date.

 

Subject to the terms and conditions of the Tender Offer or the waiver thereof by the Company in its sole discretion, holders that validly tender and do not validly withdraw their 2019 Notes prior to the Expiration Time will be eligible to receive the Tender Offer Consideration listed above, together with an amount equal to accrued and unpaid interest on such tendered 2019 Notes from the last interest payment date up to, but not including, the settlement date, which is currently expected to be April 14, 2015.

 

The consummation of the Tender Offer and the Company’s obligation to accept for purchase, and to pay for, 2019 Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Company’s successful completion of one or more debt financing transactions in an amount sufficient, together with cash on hand, to fund the purchase of validly tendered 2019 Notes accepted for purchase in the Tender Offer and  pay all fees and expenses associated with the such debt financing transactions and the Tender Offer, all on terms acceptable to the Company in its sole discretion.   If any 2019 Notes remain outstanding after the consummation of the Tender Offer, the Company expects (but is not obligated) to redeem such 2019 Notes in accordance with the terms and conditions set forth in the related indenture.

 

The Company has retained Wells Fargo Securities, LLC to serve as dealer manager, and D. F. King & Co., Inc. to serve as tender agent and information agent, for the Tender Offer. Requests for the Offer to Purchase and other related materials may be directed to D. F. King & Co., Inc. at (866) 796-3441 or at 48 Wall Street, 22nd Floor, New York, New York 10005 or, if requested by a bank or broker, by calling (212) 269-5550 collect. Questions regarding the Tender Offer may be directed to Wells Fargo Securities, LLC, Attn: Liability Management Group at (866) 309-6316 or by calling (704) 410-4760 collect.

 

Copies of the Offer to Purchase and the related letter of transmittal and notice of guaranteed delivery are also available at the following web address: http:www.dfking.com/isleofcapri.

 

This press release shall not constitute an offer to purchase, or the solicitation of an offer to sell, nor shall there be any offer or sale of, any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under

 



 

the securities laws of any such jurisdiction.  The Tender Offer is being made solely pursuant to the Offer to Purchase and the related letter of transmittal. None of the Company, Wells Fargo Securities, LLC, or D. F. King & Co., Inc., makes any recommendation that the holders should tender or refrain from tendering all or any portion of the principal amount of their 2019 Notes pursuant to the Tender Offer. Holders must make their own decision as to whether to tender their 2019 Notes.

 

# # #

 

About Isle of Capri Casinos, Inc.

 

Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with exceptional experience at each of the casino properties that it owns and operates, primarily under the Isle and Lady Luck brands.  The Company currently owns and operates 15 gaming and entertainment facilities in Mississippi, Louisiana, Iowa, Missouri, Colorado, Pennsylvania and Florida. 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.

 

Contacts

 

For Isle of Capri Casinos, Inc.,
Eric L. Hausler, Chief Financial Officer- 314.813.9205
Jill Alexander, Senior Director Corporate Communication-314.813.9368

 

SOURCE Isle of Capri Casinos, Inc.

 


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