Filing Overview
Twin River Worldwide Holdings, Inc. filed a Form 8-K dated April 17, 2019 under Item 7.01, Regulation FD Disclosure. The filing concerns a proposed refinancing process and related lender presentations. The provided filing text does not include the attached Exhibit 99.1 presentation.
Business Context and Reporting Period
The company intended to meet with prospective lenders beginning April 17, 2019 regarding a refinancing of its existing bank credit facility. The lender materials were expected to include financial information about Twin River and Dover Downs Gaming & Entertainment, Inc., following Twin River’s acquisition of Dover Downs and the opening of a new facility.
Financial and Liquidity Matters
- The company planned to seek up to $950 million through a combination of a revolving credit facility and funded debt.
- Proceeds were expected to be used to refinance existing debt, potentially return capital to shareholders, and fund general corporate purposes.
- The filing text does not provide clear values for revenue, profit, cash flow, margins, debt balances, liquidity, leverage, or borrowing costs.
- The filing references estimates of the full-year effects of the Dover Downs acquisition and a new facility on previously reported 2018 results, but the underlying amounts are not included in the provided text.
Material Changes and Outlook
The principal disclosed development was the initiation of a prospective lender process for a potentially substantial debt refinancing and possible shareholder capital return. Management stated that the referenced estimates were based on currently available information and were intended for analytical purposes.
Risks, Contingencies, and Unusual Items
- The proposed financing was not stated to be completed or committed.
- The potential capital return to shareholders was also not stated to be approved or completed.
- Management cautioned that the estimates did not include all potential adjustments, were not guarantees of future results, and were subject to numerous variables and uncertainties outside the company’s control.
- No assurance was given that the estimates would be achieved in 2019 or subsequent periods.
- The information was furnished, rather than filed for purposes of Section 18 of the Exchange Act, and was not incorporated by reference except where expressly stated.
Key Facts to Verify
- Whether the company completed the proposed refinancing and the final amount, pricing, maturity, covenants, and structure of the debt facilities.
- How much of the proceeds, if any, was used to refinance existing debt, fund operations, or return capital to shareholders.
- The financial contribution and adjustments associated with Dover Downs and the new facility.
- The estimates and other financial metrics contained in Exhibit 99.1, which is not included in the provided filing text.
- Any subsequent disclosures regarding leverage, liquidity, acquisition integration, or shareholder distributions.