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 1, 2011
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32583
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13-3391527 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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4670 S. Fort Apache Road, Suite 190
Las Vegas, Nevada
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89147 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 2.01 |
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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.
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| Item 2.03 |
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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.
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| Item 7.01 |
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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.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Press release issued by the Company on April 1, 2011. |
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