8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): March 16, 2020

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Twin River Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)

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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:

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, Twin River Worldwide Holdings, Inc. (the "Company") is a party to a $250 million revolving credit facility, dated May 10, 2019 and maturing on May 10, 2024 with Citizens Bank, N.A., as administrative agent (the "Agent"), and the lenders party thereto (the "Revolving Credit Facility"). As of March 15, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility.

On March 16, 2020, the Company borrowed under the Revolving Credit Facility the full amount of $250 million to increase its cash position and liquidity to facilitate financial flexibility in light of current uncertainty in the global markets and the Company’s business resulting from the COVID-19 virus. The borrowings under the Revolving Credit Facility are being held as cash on the Company's balance sheet. Pursuant to the Revolving Credit Facility, the Company may utilize these funds for working capital, general corporate and other purposes as permitted under the terms of the Revolving Credit Facility. The Company believes that it had sufficient liquidity prior to taking this action to meet its obligations, including those under its term loan facility (the “Term Loan Facility”) and outstanding 6.75% senior notes due 2028 (the “Senior Notes”). The Term Loan Facility matures on May 10, 2026.

Item 7.01 Other Events.

On March 20, 2020, the Company issued a press release announcing its response to COVID-19 including information about casino closures, liquidity, employee and community matters and facility preparations. The press release is furnished herewith as Exhibit 99.1.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

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.

Date: March 20, 2020

Document

Exhibit 99.1

TWIN RIVER RESPONDS TO COVID-19

PROVIDENCE, R.I., Mar. 20, 2020 - Twin River Worldwide Holdings, Inc. (NYSE: TRWH) announced a multi-faceted plan in response to the COVID-19 outbreak which has led to the temporary closure of all the Company’s facilities:

•Liquidity: Twin River recently funded fully its $250 million revolving credit facility and currently holds in excess of $360 million on its balance sheet. The Company has no debt maturities prior to 2024. The Company is proactively and carefully managing expenses to ensure that it has sufficient liquidity to last through these uncertain times. The Company is implementing a phased approach to operations until it has better future visibility. Phase 1 contemplates the period of temporary closure of facilities lasting up to three months, retaining some level of preparedness to quickly reopen partially or completely within that period if the Company is allowed. Phase 2 contemplates sustained closures beyond three months and is designed to protect the Company for a longer term impact while maintaining the ability to open in an efficient manner. In either case, the Company is confident that it will have sufficient liquidity in excess of 12 months to meet all of its obligations including debt service, required capital expenditures and acquisitions.

•Employee and Community Matters: Twin River has taken a series of employee-and community-focused actions. Among other things, the Company is currently continuing health coverage for facility-level employees during the shutdown period. All salaried and hourly employees that have been furloughed will be guaranteed their jobs as the facilities reopen. Twin River is also establishing a fund to provide financial assistance to employees who experience severe hardship during the shutdown period and is working diligently to bring employees back to work as soon as possible when permitted. In the meantime, the Company is collaborating with community and employee leaders, health officials and regulatory authorities.

•Facility Preparations: The Company is actively engaged in a comprehensive sanitization of all properties with an emphasis on the public spaces and 'touchpoints' such as handrails, VLTs, countertops and elevator buttons. The Company is also initiating a chip sanitizing program and is implementing social distance practices. Additionally, the Company is soliciting third-party proposals for specific cleaning techniques and is exploring other options, such as wellness screening of employees and patrons, to better prepare the properties for re-opening.

Twin River’s Board of Directors and management are actively monitoring the rapidly changing COVID-19 events and intend to take actions available to the Company in the interests of its employees, communities and investors.

About Twin River

Twin River Worldwide Holdings, Inc. owns and manages seven casinos, two in Rhode Island, one in Mississippi, one in Delaware, and three casinos as well as a horse racetrack that has 13 authorized OTB licenses in Colorado. Properties include Twin River Casino Hotel (Lincoln, RI), Tiverton Casino Hotel (Tiverton, RI), Hard Rock Hotel & Casino (Biloxi, MS), Dover Downs Hotel & Casino (Dover, DE), 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 casinos range in size from 695 slots and 17 table games combined for its Colorado facilities to properties with over 4,100 slots, approximately 125 table games, and 48 stadium gaming positions, along with hotel and resort amenities. Its shares are traded on the New York Stock Exchange under the ticker symbol “TRWH.”

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the U.S. federal securities laws and statements of belief as of the date of the release. The statements are based on current circumstances and expectations and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved or assumptions will prove to be correct. Many factors could cause actual results to differ materially from such plans, estimates, expectations and assumptions, including, among others, (1) uncertainty surrounding the ongoing COVID-19 outbreak and duration of time Twin River is required to close facilities, (2) customer responses when facilities are reopened, and (3) other risk factors described in Twin River’s 2019 annual report on Form 10-K filed with the SEC on March 13, 2020. The foregoing list of risk factors is not exclusive. Any forward-looking statement or statement of belief speaks only as of the date of this press release. Twin River does not undertake any obligation to update any forward looking statement or statement of belief, whether as a result of new information or development, future events or otherwise, except as required by law.