8-K
FULL HOUSE RESORTS INC (FLL)
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): December 8, 2021
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32583 | 13-3391527 | ||
|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | | (Commission<br>File Number) | | (I.R.S. Employer<br>Identification No.) |
| One Summerlin 1980 Festival Plaza Drive, Suite 680 Las Vegas , Nevada | 89135 | |
|---|---|---|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (702 ) 221-7800
| | | |
|---|---|---|
| | N/A | |
| (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:
| | | | | |
|---|---|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value per share | | FLL | | The Nasdaq Stock Market LLC |
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 8.01 Other Events
Waukegan Proposal (American Place in Illinois). On December 8, 2021, Full House Resorts, Inc. (the “Company”) issued a press release announcing that its American Place gaming and entertainment destination proposal was selected by the Illinois Gaming Board (“IGB”), subject to final licensing approvals. A copy of the press release is attached hereto as Exhibit 99.1.
Terre Haute Proposal (American Place in Indiana). On November 17, 2021, the Indiana Gaming Commission chose a competing proposal for the available gaming license in Terre Haute, Indiana.
Item 9.01 Financial Statements and Exhibits
| <br><br><br><br> | | | |
|---|---|---|---|
| (d) | Exhibits | | |
| | No. | | Description |
| | 99.1 | | Press Release of the Company dated December 8, 2021 |
| | 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
| | Full House Resorts, Inc. | |
|---|---|---|
| | | |
| Date: December 8, 2021 | | /s/ Lewis A. Fanger |
| | | Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer |
Exhibit 99.1
FULL HOUSE RESORTS SELECTED BY ILLINOIS GAMING BOARD TO DEVELOP ITS
AMERICAN PLACE GAMING AND ENTERTAINMENT DESTINATION IN WAUKEGAN
LAS VEGAS – December 8, 2021 – Full House Resorts, Inc. (Nasdaq: FLL) today announced that its American Place gaming and entertainment destination proposal was selected today by the Illinois Gaming Board (“IGB”), subject to final licensing approvals. American Place was originally one of five proposals submitted in response to a “request for proposals” to develop and operate a new casino and entertainment destination in Waukegan, Illinois. Today’s decision is the culmination of a competitive selection process that was launched in 2019.
“We thank the Illinois Gaming Board for their confidence in Full House Resorts and for selecting our American Place proposal,” said Daniel R. Lee, President and Chief Executive Officer of Full House Resorts. “We will begin working immediately on American Place, first with the development and construction of a temporary casino in Waukegan, Illinois. Through our planned temporary facility – aptly named The Temporary by American Place – we will be able to quickly create jobs and generate tax revenues while the permanent American Place facility is being built. We expect to open our temporary facility in mid-2022.”
Continued Mr. Lee, “Our permanent American Place facility is designed to be a world-class destination for nearby Chicagoland residents and the entire region, and will include luxurious amenities such as an all-villa hotel with full butler service. We are excited to join the Waukegan community and welcome the opportunity to bring our American Place vision to life, with completion of our full experience expected in 2024.”
About American Place
Full House Resorts was selected in December 2021 to develop American Place, a new gaming and entertainment destination located in Waukegan, Illinois, midway between Chicago and Milwaukee, subject to final regulatory approvals. American Place is slated to include a world-class casino with a state-of-the-art sports book; a premium boutique hotel comprised of 20 luxurious villas, each ranging from 1,500 to 2,500 square feet with full butler service; a 1,500-seat live entertainment venue; a gourmet restaurant that will rival the finest restaurants in Chicago; additional eateries and bars; and other amenities that will attract gaming and non-gaming patrons from throughout Chicagoland and beyond. A second phase of American Place is expected to include a four-star hotel with 150 rooms.
About Full House Resorts
Full House Resorts, Inc. owns, leases, develops and operates gaming facilities throughout the country. The Company’s properties include Silver Slipper Casino and Hotel in Hancock County, Mississippi; Bronco Billy’s Casino and Hotel in Cripple Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana; Stockman’s Casino in Fallon, Nevada; and Grand Lodge Casino, located within the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline Village, Nevada. The Company is currently constructing Chamonix Casino Hotel, a new luxury hotel and casino in Cripple Creek, Colorado. In December 2021, the Company was chosen by the Illinois Gaming Board to develop American Place, a new gaming and entertainment destination to be built in Waukegan, Illinois, subject to final regulatory approvals. For further information, please visit www.fullhouseresorts.com.
Cautionary Note Regarding Forward-looking Statements
This press release contains statements by Full House and our officers that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “expect,” “future,” “should,” “will,” “slated” and similar references to future periods. Some forward-looking statements in this press release include those regarding our American Place project, including its expected construction budget, estimated commencement and completion dates, and expected amenities. Forward-looking statements are neither historical facts nor assurances of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the control of Full House. Such risks include, without limitation, receipt of final regulatory approvals from the Illinois Gaming Board; our ability to repay our substantial indebtedness; the potential for additional adverse impacts from the COVID-19 pandemic, including the emergence of variants, on our business, construction projects, indebtedness, financial condition and operating results; potential actions by government officials at the federal, state or local level in connection with the COVID-19 pandemic, including, without limitation, additional shutdowns, travel restrictions, social distancing measures or shelter-in-place orders; our ability to effectively manage and control expenses as a result of the pandemic; our ability to successfully obtain financing for American Place on reasonable terms or at all; the potential increase in our indebtedness due to the American Place project; our ability to complete American Place on-time and on-budget; changes in guest visitation or spending patterns due to COVID-19 or other health or other concerns; a decrease in overall demand as other competing entertainment venues continue to re-open; construction risks, disputes and cost overruns; dependence on existing management; competition; uncertainties over the development and success of our expansion projects; the financial performance of our finished projects; inflation and its potential impacts on labor costs and the prices of food, construction, and other materials; the effects of potential disruptions in the supply chains for goods, such as food, lumber, and other materials; general macroeconomic conditions; and regulatory and business conditions in the gaming industry (including the possible authorization or expansion of gaming in the states we operate or nearby states). Additional information concerning potential factors that could affect our financial condition and results of operations is included in the reports Full House files with the Securities and Exchange Commission, including, but not limited to, Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the most recently ended fiscal year and our other periodic reports filed with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or revise our forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
FOR FURTHER INFORMATION:
Investors
Lewis Fanger, Chief Financial Officer
Full House Resorts, Inc.
(702) 221-7800
www.fullhouseresorts.com
Media
Alex Stolyar, Chief Development Officer
Full House Resorts, Inc.
(702) 612-2342
astolyar@fullhouseresorts.com