Attached files
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| EX-99.1 - EX.99.1 - PRESS RELEASE - TRUMP ENTERTAINMENT RESORTS, INC. | mm04-1610_8ke991.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
April 12,
2010
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TRUMP
ENTERTAINMENT RESORTS, INC.
TRUMP
ENTERTAINMENT RESORTS HOLDINGS, LP
TRUMP
ENTERTAINMENT RESORTS FUNDING, INC.
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(Exact
Name of Registrants as Specified in Their Charters)
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Delaware
Delaware
Delaware
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(State
or Other Jurisdiction of Incorporation)
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1-13794
33-90786
33-90786-01
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13-3818402
13-3818407
13-3818405
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(Commission
File Number)
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(IRS
Employer Identification No.)
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15
South Pennsylvania Avenue
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Atlantic
City, New Jersey
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08401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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609-449-5866
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
ITEM
1.03 BANKRUPTCY
OR RECEIVERSHIP
As
previously disclosed, on February 17, 2009, Trump Entertainment Resorts, Inc.
(the “Company”)
and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed
voluntary petitions in the United States Bankruptcy Court for the District of
New Jersey in Camden, New Jersey (the “Bankruptcy Court”)
seeking relief under the provisions of chapter 11 of title 11 of the United
States Code (the “Bankruptcy
Code”). In addition, as previously disclosed, the Debtors
withdrew their joint chapter 11 plan of reorganization, as filed with the
Bankruptcy Court on August 3, 2009, and thereafter amended (the “Original Debtors’
Plan”) and the Disclosure Statement relating thereto (the “Original Debtors’ Disclosure
Statement”) and endorsed and became co-proponents of the plan of
reorganization proposed by the Ad Hoc Committee (the “Ad Hoc Committee”) of
certain holders of the Debtors’ 8.5% Senior Secured Notes due 2015 (the “Second Lien Notes”)
filed on August 11, 2009, and thereafter amended (the “AHC Plan”) and the
Disclosure Statement relating thereto (the “AHC Disclosure
Statement”). On December 24, 2009, the Debtors and the Ad Hoc
Committee filed with the Bankruptcy Court a revised AHC Plan and revised AHC
Disclosure Statement (as thereafter amended on January 5, 2010, the “AHC/Debtor Plan” and
“AHC/Debtor Disclosure
Statement”, respectively), reflecting the Debtors’ support of and
co-proponent role with respect to such Plan.
On March
2, 2010, the Debtors and certain holders of the Second Lien Notes entered into a
commitment letter providing for a $45 million secured debtor in possession notes
facility. On March 16, 2010, the parties entered into an amended and
restated commitment letter providing initially a $24 million secured debtor
in possession notes facility and up to an additional $21 million secured debtor
in possession notes facility subject to certain regulatory approvals
(collectively,
the “DIP
Facility”). The borrowings under the DIP Facility would accrue
interest on the outstanding principal amount thereof at a rate per annum equal
to 10% payable on the earlier of the termination date or the date on which an
event of default occurs. The maturity date of the DIP Facility would
be the earliest of (a) six months from the closing date (or five months after
the closing date if the backstop agreement with the Backstop Parties is not
amended to extend the termination provisions thereunder), (b) the effective date
of the AHC/Debtor Plan, (c) the date of confirmation of a plan of reorganization
other than the AHC/Debtor Plan and (d) the acceleration of the loans and
termination of the commitments. The borrowers would be subject to
certain affirmative covenants, as well as negative covenants. There
are no financing or commitment fees required under the DIP
Facility.
Also, on
March 2, 2010, the Debtors filed a motion for entry of an order authorizing the
incurrence of postpetition indebtedness with priority over administrative
expenses and secured by liens on property of the estates pursuant to, and
approving, the DIP Facility. On March 16, 2010, the Debtors filed a
notice of filing with respect to the amended and restated commitment
letter and related documents. The Bankruptcy Court has stated that
the DIP Facility will be approved upon submission of an agreed upon form of
order, which should be filed with the Bankruptcy Court shortly.
On April
12, 2010, the Bankruptcy Court entered an opinion on confirmation (the “Opinion”) stating
that the AHC/Debtor Plan will be confirmed provided certain modifications are
made and the DIP Facility is approved. The Debtors and the Ad Hoc
Committee have agreed to make the modifications. Debtors will shortly
be filing a revised plan with the Bankruptcy Court, which will also be filed
with the Securities and Exchange Commission on a Current Report on Form
8-K. A copy of the press release announcing the Opinion is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
The
following is a summary of the matters to occur pursuant to the AHC/Debtor
Plan. This summary only highlights certain of the substantive
provisions of the AHC/Debtor Plan and is not intended to be a complete
description of, or a substitute for a full and complete reading of, the
AHC/Debtor Plan.
2
The key
terms of the AHC/Debtor Plan are as follows:
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a
capital contribution of $225 million in new equity capital (in exchange
for 70% of the new common stock in the Reorganized Company) in the form of
a rights offering to holders of the Second Lien Notes and general
unsecured claims backstopped by members of the Ad Hoc Committee (the
“Backstop
Parties”) (who will receive 20% of the new common stock in the
Reorganized Company as a backstop fee in consideration for their agreement
to provide such backstop);
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$125
million repayment of the first lien loan and reinstatement of the balance
of the loan on modified terms;
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5%
of the new common stock in the Reorganized Company and warrants to
purchase up to an additional 5% of such new common stock will be issued to
Donald J. Trump (“Mr. Trump”) or
his affiliates, which warrants will be exercisable for five years
commencing on the effective date of the AHC/Debtor Plan at a price per
share equivalent to the $1.25 billion principal amount of the Second Lien
Notes plus all interest accrued thereon as of the petition date divided by
the total number of shares of new common stock to be outstanding on the
effective date;
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a
pro rata distribution of 5% of the new common stock in the Reorganized
Company to holders of Second Lien Notes and general unsecured claims;
and
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no
recovery for current stockholders or any other holder of old
equity.
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The
common stock (except for common stock issued pursuant to the rights offering or
issued to, or purchased by, the Backstop Parties in accordance with the terms of
that certain Amended and Restated Noteholder Backstop Agreement, dated as of
December 11, 2009, by and among the Company and the signatories thereto (as
thereafter amended by that certain Amendment No. 1 dated as of March 26, 2010,
the “Backstop
Agreement”)) is exempt from registration under the Securities Act of 1933
(the “Securities
Act”), as amended, pursuant to Section 1145 of the Bankruptcy
Code. The common stock issued pursuant to the rights offering is
exempt from registration under the Securities Act pursuant to Section 1145 of
the Bankruptcy Code or to the extent the exemption in Section 1145 of the
Bankruptcy Code is not available, Section 4(2) of the Securities Act or
Regulation D promulgated thereunder. The common stock issued to, or
purchased by, the Backstop Parties in accordance with the terms of the Backstop
Agreement is exempt from registration under the Securities Act pursuant to
Section 4(2) of the Securities Act or Regulation D promulgated
thereunder.
Although
the Bankruptcy Court entered the Opinion, a confirmation order has not yet been
entered by the Bankruptcy Court. The AHC/Debtor Plan will not be
effective upon entry of such order. The AHC/Debtor Plan provides that
it will become effective upon the satisfaction or waiver of certain conditions
precedent, including, but not limited to, the (i) occurrence of all actions,
documents and agreements necessary to implement the AHC/Debtor Plan, (ii)
Debtors receipt of the funding under the rights offering and/or the Backstop
Agreement, (iii) receipt of all necessary regulatory approvals, including
approval of the New Jersey Casino Control Commission, and (iv) distribution of
the new common stock distributable pursuant to the rights offering and the
Backstop Agreement and payment of the reasonable fees and expenses provided for
in the AHC/Debtors Plan or pursuant to the Backstop Agreement. The
Company anticipates that the effective date of the AHC/Debtor Plan will occur by
late 2010.
The
AHC/Debtor Plan provides that administrative expense claims and priority claims
will be paid in full.
Information
regarding the assets and liabilities of the Debtors and the number of shares of
the Reorganized Debtor issued and outstanding, the number reserved for future
issuance in respect of claims and interests filed and allowed under the
AHC/Debtor Plan and the aggregate total of such numbers is contained in the
AHC/Debtor Disclosure Statement.
3
The
following is a summary of the modifications that the Bankruptcy Court stated in
the Opinion were necessary for the AHC/Debtor Plan to be confirmed.
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The
provision releasing Mr. Trump from that certain Guaranty, dated as of
December 22, 2005, by Mr. Trump, as guarantor, in favor of U.S. Bank
National Association, as indenture trustee, (the “Indenture
Trustee”) on behalf and for the benefit of the holders of the
Second Lien Notes, pursuant to which Mr. Trump personally provided a
guarantee of up to $250,000,000 of the Second Lien Notes under certain
terms and subject to certain conditions as specified therein, must be
deleted from the AHC/Debtor Plan.
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The
provision releasing the holders of Second Lien Notes from liability for
any alleged violations of that certain Amended and Restated Intercreditor
Agreement, dated December 21, 2007, between the first lien lenders and the
holders of Second Lien Notes, must be deleted from the AHC/Debtor
Plan.
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The
provision offering the Backstop Parties indemnification must be clarified
and limited in accordance with the
Opinion.
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The
Ad Hoc Committee, the Backstop Parties and the Indenture Trustee must
apply under section 503(b) of the Bankruptcy Code for reimbursement of
fees and expenses as substantial contributors to the
case.
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The
new term loan provided for under the AHC/Debtor Plan must be modified to
afford the holders of the first lien lenders a 12% rate of interest, and a
premium pursuant to section 1111(b) of the Bankruptcy
Code.
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The
AHC/Debtor Plan is confirmable subject to approval of the DIP
Facility.
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ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
The
information provided in Item 1.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
ITEM
3.03 MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The
information provided in Item 1.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
ITEM
5.01 CHANGES
IN CONTROL OF REGISTRANT
The
information provided in Item 1.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01. Information concerning
the Backstop Parties and the amount of the new common stock of the Company to be
owned by them is included in the AHC/Debtor Disclosure Statement which was filed
as an exhibit to the Company’s Current Report on Form 8-K dated December 24,
2009, and is incorporated herein by reference.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
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99.1
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Press
Release, dated April 12, 2010, issued by Trump Entertainment Resorts,
Inc.
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Cautionary
Statement Regarding Forward-Looking Statements
4
The
information contained in this Current Report on Form 8-K, including the exhibits
being furnished as part of this report, as well as other statements made by the
Debtors may contain forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995, that reflect, when made, the
Registrants’ current views with respect to current events and financial
performance. The words “possible,” “propose,” “might”, “could,” “would,”
“projects,” “plan,” forecasts,” “anticipates,” “expect,” “intend,” “believe,”
seek,” or “may,” the negative of these terms and other comparable terminology,
are intended to identify forward-looking statements, but are not the exclusive
means of identifying them. These forward-looking statements include statements
other than historical information or statements of current condition, but
instead represent only the Registrants’ belief regarding future events, many of
which, by their nature, are inherently uncertain and outside of the Registrants’
control. Forward-looking statements are subject to a number of risks,
contingencies and uncertainties, some of which our management has not yet
identified. Forward-looking statements are not guarantees of future performance;
subsequent developments may cause forward-looking statements to become outdated;
and actual results, developments and business decisions may differ materially
from those contemplated by such forward-looking statements as a result of
various factors, certain (but not all) of which are discussed in the risk
factors included in the Registrants’ reports filed with the SEC including, but
not limited to, their Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q. Important factors that could cause actual results to differ from those
contemplated by forward-looking statements include, but are not limited to, the
Debtors’ ability to obtain Bankruptcy Court approval with respect to motions in
the chapter 11 cases prosecuted by it from time to time; the ability of the
Debtors to consummate the AHC/Debtor Plan or any other plan of reorganization
with respect to the chapter 11 cases, the terms of the restructuring or
reorganization plan ultimately implemented, the timing thereof, the related
costs and expenses, and the ability of the Registrants to maintain normal
relationships with its vendors, service providers and customers. The Registrants
disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events and/or
otherwise. Similarly, these and other factors, including the terms of any
reorganization plan ultimately confirmed, can affect the value of the Debtors’
various prepetition liabilities, common stock and/or other equity
securities.
5
Pursuant
to the requirements of the Exchange Act, each of the Registrants has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: April
16, 2010
| TRUMP ENTERTAINMENT RESORTS, INC. | ||
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By:
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/s/ Robert
M. Pickus
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Robert
M. Pickus
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Chief
Administrative Officer and General
Counsel
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| TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. | ||
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By:
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/s/ Robert
M. Pickus
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Robert
M. Pickus
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Chief
Administrative Officer and General
Counsel
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| TRUMP ENTERTAINMENT RESORTS FUNDING, INC. | ||
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By:
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/s/ Robert
M. Pickus
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Robert
M. Pickus
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Chief
Administrative Officer and General
Counsel
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6
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release, dated April 12, 2010, issued by Trump Entertainment Resorts,
Inc.
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