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): October 28, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective November 9, 2020, Twin River Worldwide Holdings, Inc. (the “Company”) amended its Amended and Restated Certificate of Incorporation to change its name to “Bally’s Corporation.” A copy of the amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 28, 2020, the Company issued a press release announcing the name change. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liabilities of that section.
Item 8.01 Other Events.
On October 28, 2020, the Company announced that it would be changing its corporate name to Bally's Corporation, effective as of 12:01 am on November 9, 2020, and would be rebranding its operations under the Bally’s name. The New York Stock Exchange ticker symbol for the Company’s shares of common stock will change from “TRWH” to “BALY” at the opening of trading on November 9, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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3.1
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99.1
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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: October 29, 2020
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TWIN RIVER WORLDWIDE HOLDINGS, INC.
Twin River Worldwide Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
1.The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended solely to reflect a change in the name of the Corporation by replacing Section 1.01 of the Amended and Restated Certificate of Incorporation of the Corporation with the following:
“Section 1.01. The name of the Corporation is Bally’s Corporation.”
2.The Board of Directors of the Corporation has duly adopted a resolution by unanimous written consent approving and declaring advisable the amendment described herein in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware.
3.This Certificate of Amendment will become effective at 12:01 am on November 9, 2020.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this 29th day of October, 2020.
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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, General Counsel and Secretary
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TWIN RIVER WORLDWIDE HOLDINGS TO BECOME BALLY’S CORPORATION
Common Stock Will Trade on the New York Stock Exchange Under New Ticker Symbol “BALY”
New Name and Brand Represent Key Component of Company’s Current and Future Growth and Innovation Strategy
PROVIDENCE, R.I., Oct. 28, 2020 -- Twin River Worldwide Holdings announced today that, effective November 9, 2020, it will change its name to Bally’s Corporation (the “Company”). Reflecting this change, the Company’s common stock will commence trading on the New York Stock Exchange under the new ticker symbol “BALY” when trading opens on November 9, 2020.
Soo Kim, Chairman of the Company’s Board of Directors, said, “The Bally’s brand embodies a rich history in American gaming and entertainment, aligns perfectly with our current and future growth strategy, and is ripe with untapped innovation potential to help us launch future entertainment services. We thank Caesars Entertainment for entrusting us with one of the industry’s most iconic brands.”
Over the coming months, the Company will continue to implement a unified branding initiative, which complements the considerable geographic growth and operational improvements that the Company has achieved this past year. As a result of its disciplined portfolio diversification strategy, once all pending transactions are closed, the Company will operate 14 casinos, a racetrack and 13 OTBs across ten states. The Company’s rapidly growing footprint will allow it to serve over 80 million customers that reside within the markets of its 14 premier casinos. In addition, the customers in the Company’s database will increase to approximately 14 million players. After the closing of all announced acquisitions, the Company will have approximately 16,000 slot machines or VLTs, approximately 550 table games and over 3,900 hotel rooms.
George Papanier, President and Chief Executive Officer, commented, “This is an exciting and transformative moment for our Company as we unite the high-quality customer offerings that span our increasingly national footprint under a singular preeminent brand. The Bally’s brand is core to our drive to become the first omni-channel gaming company to seamlessly integrate and operate physical casinos with digital solutions. We remain committed to employing our disciplined acquisition strategy, and leveraging regulatory incumbency as well as our retail customer database, to take advantage of the incredible growth potential that an online future offers.”
About Twin River Worldwide Holdings, Inc.
Twin River Worldwide Holdings, Inc., which will change its name to Bally’s Corporation effective November 9, 2020, currently owns and operates nine casinos across five states, a horse racetrack, and 13 authorized OTB licenses in Colorado. With over 3,800 employees, the Company’s operations include 10,359 slot machines or VLTs, 300 game tables and 1,290 hotel rooms. Properties include Twin River Casino Hotel (Lincoln, RI), Tiverton Casino Hotel (Tiverton, RI), Hard Rock Hotel & Casino (Biloxi, MS), Casino Vicksburg (Vicksburg, MS), Dover Downs Hotel & Casino (Dover, DE), Casino KC (Kansas City, MO), Golden Gates Casino (Black Hawk, CO), Golden Gulch Casino (Black Hawk, CO), Mardi Gras Casino (Black Hawk, CO), and Arapahoe Park racetrack (Aurora, CO). Its shares currently trade on the New York Stock Exchange under the ticker symbol “TRWH,” but will change to “BALY” when trading commences on November 9, 2020.
Investor Contact
Steve Capp
Executive Vice President and Chief Financial Officer
401-475-8564
InvestorRelations@twinriver.com
Media Contacts
Liz Cohen
Kekst CNC
212-521-4845
Liz.Cohen@kekstcnc.com
