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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 2020
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Twin River Worldwide Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38850
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20-0904604
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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100 Westminster Street
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Providence
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RI
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02903
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(Address of Principal Executive Offices and Zip Code)
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(401) 475-8474
(Registrant’s telephone number, including area code)
Not Applicable
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12 (b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, $0.01 par value
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TRWH
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2020, Twin River Worldwide Holdings, Inc. (the “Company”) entered into an amendment with George Papanier of his employment agreement dated March 29, 2016 (the “Amended Employment Agreement”), pursuant to which Mr. Papanier will continue to serve as the Company's Chief Executive Officer.
The Amended Employment Agreement extends Mr. Papanier’s employment term to December 31, 2021 (the “Initial Term”). The Initial Term will be automatically extended for successive additional terms of one year, unless either Party gives written notice to the other Party of non-extension.
The above description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement itself, a copy of which is attached to this report as Exhibit 10.1, and is incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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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 hereunto duly authorized.
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TWIN RIVER WORLDWIDE HOLDINGS, INC.
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By:
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/s/ Stephen H. Capp
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Name:
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Stephen H. Capp
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Title:
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Executive Vice President and
Chief Financial Officer
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Date: January 16, 2020
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), signed on the date set forth on the signature page, is between Twin River Worldwide Holdings Inc., a Delaware corporation (the “Company”), and George Papanier (“Executive” and, together with the Company, the “Parties”).
WHEREAS, the Parties entered into an Employment Agreement on March 29, 2016 (the “Agreement”) and desire to amend the Agreement to extend the Initial Term to December 31, 2021.
NOW, THEREFORE, the Parties hereto agree as follows:
1.Section 2 of the Agreement is amended to read in its entirety as follows:
“2. TERM. The initial term of employment under this Agreement began on the Effective Date and will continue until December 31, 2021, subject to prior termination in accordance with the terms hereof (the “Initial Term”). The Initial Term will be automatically extended for successive additional terms of one year first commencing on the day immediately following each December 31st beginning December 31, 2021 (each such period, an “Additional Term”), and subsequently on each annual anniversary of the end of an Additional Term, unless either Party gives written notice to the other Party of non-extension at least 60 days prior to the end of the Initial Term or to the end of the then-applicable Additional Term (the Initial Term and any Additional Term(s), collectively, the “Term”).”
2. The number “$500,000” in Section 3 (b) of the Agreement shall be replaced by “Executive’s Base Salary.”
3. Terms used herein with initial capital letters that are defined in the Agreement are used herein as so defined. Except as otherwise expressly set forth in this Amendment, the Agreement remains in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the respective dates set forth below.
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TWIN RIVER WORLDWIDE HOLDINGS
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By:
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/s/ Craig Eaton
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Name:
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Craig Eaton
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Title:
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Executive Vice President and General Counsel
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Date Signed:
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1/13/2020
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/s/ George Papanier
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Name:
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George Papanier
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Date Signed:
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1/13/2020
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