Bally's Corp — Regulatory Filings 2019

Jul 11, 2019

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

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TWIN RIVER WORLDWIDE HOLDINGS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

90171V204

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

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Craig Eaton Executive Vice President, General Counsel and Compliance Officer Twin River Worldwide Holdings, Inc. 100 Westminster Street Providence, Rhode Island 02903 (401) 475-8474

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Robert A. Profusek

Andrew M. Levine Jones Day

250 Vesey Street New York, New York 10281 (212) 326-3939

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CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$75,000,000	$9,090

*	The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $75,000,000 in the aggregate of up to 2,542,372 shares of common stock, par value $0.01 per share, at the minimum tender offer price of $29.50 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $121.20 per $1,000,000 of transaction valuation. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose.
☒	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $9,090 Form or Registration No.: Schedule TO Filing party: Twin River Worldwide Holdings, Inc. Date filed: June 25, 2019

☐
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the U.S. Securities and Exchange Commission by Twin River Worldwide Holdings, Inc. (the “Company”) on June 25, 2019 to purchase for cash shares of its common stock, par value $0.01 per share (“Shares”), for an aggregate purchase price of no more than $75 million, at a per Share purchase price of not less than $29.50 nor greater than $33.00 per Share, on the terms and subject to the conditions described in the Offer to Purchase, dated June 25, 2019, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (as amended, the “Offer to Purchase”), and in the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO (as amended, the “Letter of Transmittal”), which together constitute the tender offer (as amended, the “Offer”).

This Amendment amends and supplements the Schedule TO, the Offer to Purchase and the Letter of Transmittal. Only items amended are reported in this Amendment. Except as provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 4. Terms of the Transaction.

On July 11, 2019, the Company published a press release containing questions and answers relating to the Offer and amended the Offer to Purchase and Letter of Transmittal to the extent set forth therein. A copy of that press release is filed as Exhibit (a)(5)(B) hereto and is incorporated into this Item 4 by reference.

Item 8. Interest in Securities of the Subject Company.

The information under the heading “Section 12—Security Ownership of Certain Beneficial Owners and Management” in the Offer to Purchase is hereby amended and supplemented to reflect that on April 26, 2019, Joseph J. Carpenter, III, an employee and a member of the Board of Directors of Dover Downs, Inc., a subsidiary of the Company, sold 325 Shares in open-market transactions for a per Share price of $32.93. Mr. Carpenter is not a director, executive officer or employee of the Company.

Item 11. Additional Information.

The information under the heading “Section 10—Certain Information Concerning the Company” is hereby amended and supplemented to include reference to the Company’s Current Report on Form 8-K as filed with the SEC on July 11, 2019.

Item 12. Exhibits.

Item 12 of the Schedule and the Exhibit Index is hereby amended and supplemented by adding the following Exhibit to the list of Exhibits:

Exhibit Number	Description
(a)(5)(B)*	Press Release regarding Investor Q&A, dated July 11, 2019.

• Filed herewith.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TWIN RIVER WORLDWIDE HOLDINGS, INC.
By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Executive Vice President and Chief Financial Officer
Date: July 11, 2019

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