Item 1.01. Entry Into a Material Definitive Agreement.
On October 13, 2016, Isle of Capri Casinos, Inc. (the “Company”), and its wholly-owned subsidiary, Isle of Capri Marquette, Inc. (“IOC — Marquette”), entered into a stock purchase agreement (the “Agreement”) with CQ Holding Company, Inc. (“Buyer”), a Delaware corporation, pursuant to which Buyer has agreed to purchase all of the outstanding capital stock of IOC — Marquette.
Upon the signing of the Agreement, Buyer paid to the Company a deposit of $2 million. If the proposed transaction is completed, Buyer will pay to the Company an aggregate purchase price of approximately $40 million (inclusive of the deposit), subject to a customary purchase price adjustment.
The proposed transaction is expected to close in early fiscal 2018, and is subject to regulatory approvals, including obtaining certain gaming approvals, and other customary closing conditions. The Agreement contains customary representations, warranties and indemnities for a transaction of this nature.
The descriptions and provisions of the Agreement set forth above are summaries only and are not necessarily complete. A copy of the Agreement is attached as Exhibit 2.1.
Forward-Looking Statement
This Current Report on Form 8-K contains 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.
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