Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 22, 2018, Dover Downs Gaming & Entertainment, Inc. (the Company), entered into a Transaction Agreement (the Agreement) with Twin River Worldwide Holdings, Inc. (Parent) and Double Acquisition Corp., a wholly owned subsidiary of Parent (Merger Sub). The Agreement provides, among other things and subject to the conditions set forth therein, for Parent to acquire 100% of the outstanding stock of the Company, in exchange for common stock of Parent as described therein. Pursuant to the Agreement, this transaction is be effected by the merger of Merger Sub with and into the Company (the Merger).
On October 8, 2018, the Company, Parent, Merger Sub, and DD Acquisition LLC, a wholly owned subsidiary of Parent (Merger Sub Two), entered into an amendment (the Amendment) to the Agreement. The Amendment provides that, immediately following the Merger, the Company (as the surviving corporation in the Merger) will merge with and into Merger Sub Two (the Second-Step Merger), with Merger Sub Two surviving as a limited liability company and indirect wholly owned subsidiary of Parent. The Agreement as amended by the Amendment is referred to herein as the Amended Agreement.
The Merger and Second-Step Merger are both intended as part of a single plan. The purpose of the Second-Step Merger is to reorganize the Company as a limited liability company, so that Parent can hold the business and assets of the Company in that form, rather than corporate form. Consummation of the Second-Step Merger will not have any effect on the consideration that Company stockholders receive in the Merger, and will not affect Parent, except to change the form of legal entity in which Parent owns the business and assets of the Company acquired in the Merger.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed July 23, 2018, and the full text of the Amendment, which is attached hereto as Exhibit 2.1, each of which is incorporated herein by reference.
The Amended Agreement has been filed to provide security holders with information regarding its terms.
It is not intended to provide any other factual information about the Company, Parent or their respective subsidiaries and affiliates. The Amended Agreement contains representations and warranties by each of the parties to the Amended Agreement. These representations and warranties were made solely for the benefit of the other party to the Amended Agreement and (i) are not intended to be treated as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Amended Agreement by confidential disclosure schedules that were delivered to the other party in connection with the signing of the Agreement or the Amendment, which disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Amended Agreement, (iii) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to stockholders and (iv) were made only as of the date of the Agreement, the Amendment or such other date or dates as may be specified in the Amended Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement or the Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company or Parent. Accordingly, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Parent.