PRER14A 1 tv506495-prer14a.htm PRELIMINARY REVISED PROXY STATEMENT tv506495-prer14a - none - 43.810276s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1.
Title of each class of securities to which transaction applies:
2.
Aggregate number of securities to which transaction applies:
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4.
Proposed maximum aggregate value of transaction:
5.
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1.
Amount previously paid:
2.
Form, Schedule or Registration Statement No.:
3.
Filing party:
4.
Date Filed:

Explanatory Note
This proxy statement relates to a special meeting of stockholders of Dover Downs Gaming & Entertainment, Inc. (“Dover Downs”) to approve the proposals described herein with respect to the merger (the “Merger”) of Dover Downs, with and into Double Acquisition Corp., a Delaware corporation, which is a wholly owned subsidiary of Twin River Worldwide Holdings, Inc. (“Twin River”), with Dover Downs surviving the Merger as an indirect wholly owned subsidiary of Twin River. In the Merger, the outstanding shares of Dover Downs common stock and class A common stock will be converted into the right to receive shares of Twin River common stock. Twin River has filed a registration statement on Form S-4 (File No. 333-228973) with the Securities and Exchange Commission to register shares of its common stock, par value $0.01 per share, that will be issued in the Merger.

The information contained in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described herein has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted until the registration statement is declared effective. This proxy statement/​prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION — DATED DECEMBER 28, 2018
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1131 North DuPont Highway, Dover, Delaware 19901

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
           , 2019​
Dear Stockholder:
I am pleased to invite you to attend a meeting of the stockholders (the “meeting”) of Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (“Dover Downs”), to be held on           , 2019, at the Dover Downs Hotel & Casino, 1131 North DuPont Highway, Dover, Delaware 19901, at    , Eastern time. As previously announced, Dover Downs has entered into a transaction agreement (the “Merger Agreement”), dated July 22, 2018, and amended on October 8, 2018, among Dover Downs, Twin River Worldwide Holdings, Inc., a Delaware corporation (“Twin River”), Double Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of Twin River (“Merger Sub I”) and DD Acquisition LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Twin River (“Merger Sub II”), as it may be amended from time to time. Pursuant to the Merger Agreement, among other things and subject to the conditions set forth therein, Merger Sub I will merge with and into Dover Downs, with Dover Downs surviving the merger as an indirect wholly owned subsidiary of Twin River (the “Merger”).
If the Merger is completed, each share of Dover Downs common stock and class A common stock (together, the “Dover Downs Stock”), each par value $0.10, issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by Dover Downs or owned by Twin River or any direct or indirect wholly owned subsidiary of Dover Downs or Twin River) will be cancelled and converted into the right to receive a number of validly issued, fully paid and non-assessable shares of common stock of Twin River equal to the quotient obtained by dividing (1) the aggregate number of shares of Twin River common stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, multiplied by 0.07787658, by (2) the aggregate number of shares of Dover Downs Stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, plus cash in lieu of any fractional shares (the “Merger Consideration”). The aggregate number of shares of Twin River common stock issued as Merger Consideration in the transaction is intended to represent 7.225% of the outstanding equity of Twin River immediately after giving effect to the Merger. The number of shares of Twin River common stock to be issued as Merger Consideration is subject to adjustment in the event of stock splits, stock dividends and similar transactions involving Dover Downs Stock, as well as for other changes in Twin River’s fully diluted shares of common stock outstanding resulting from stock repurchases, equity grants and other transactions. Twin River contemplates effecting a stock dividend prior to closing the Merger which would result in a corresponding adjustment to the exchange ratio. For additional information on the consideration to be received in the Merger, see “The Merger Agreement — Merger Consideration; Conversion of Shares” beginning on page 74.
At the meeting, Dover Downs stockholders will be asked to vote on (1) a proposal to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Merger Proposal”), (2) a proposal to approve, by means of a non-binding, advisory vote, compensation that will or may become payable to Dover Downs’ named executive officers in connection with the Merger as described in this proxy statement/prospectus (the “Compensation Proposal”), and (3) a proposal to approve one or more adjournments of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the meeting (the “Adjournment Proposal”).
The Dover Downs board of directors, after considering the reasons more fully described in this proxy statement/​prospectus, determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable and in the best interests of Dover Downs and its stockholders, and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement. The Dover Downs board of directors unanimously recommends that you vote “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

In considering the recommendation of the Dover Downs board of directors, you should be aware that the directors and executive officers of Dover Downs will have interests in the Merger that are different from, and in addition to, the interests of Dover Downs stockholders generally. See the section entitled “Interests of the Directors and Executive Officers of Dover Downs in the Merger” beginning on page 162 of this proxy statement/prospectus.
The enclosed proxy statement/prospectus provides detailed information about the meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus. The proxy statement/​prospectus also describes the actions and determinations of the Dover Downs board of directors in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the proxy statement/prospectus and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about Dover Downs from documents that Dover Downs files with the SEC from time to time.
Whether or not you plan to attend the meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.
Your vote is very important, regardless of the number of shares that you own. Under the Merger Agreement, the Merger cannot be completed unless the Merger Proposal is approved by the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than those held by certain identified stockholders (the “Designated Stockholders”) representing 90% of voting power of the outstanding stock of Dover Downs. The failure of any stockholder of record to vote in person by ballot at the meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Proposal.
If you have any questions or need assistance voting your shares of Dover Downs Stock, please contact Georgeson, Dover Downs’ proxy solicitor, by calling 888-549-6618 toll-free.
On behalf of the Dover Downs board of directors, I thank you for your support and appreciate your consideration of this matter.
Sincerely,

Denis McGlynn
President and Chief Executive Officer and Director
In reviewing this proxy statement/prospectus, you should carefully consider the risk factors set forth in the section entitled ‘‘Risk Factors’’ beginning on page 24 of this proxy statement/prospectus.
None of the SEC, any state securities commission, any state gaming commission or any other gaming authority or other regulatory agency has approved or disapproved of the transactions described in this proxy statement/prospectus, including the Merger, or determined if the information contained in this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
The accompanying proxy statement/prospectus is dated            , 2019 and, together with the enclosed form of proxy card, is first being mailed to stockholders of Dover Downs on or about            , 2019.

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1131 North DuPont Highway, Dover, Delaware 19901

NOTICE OF MEETING OF DOVER DOWNS STOCKHOLDERS
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Notice is hereby given that a meeting of the stockholders (the “meeting”) of Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (“Dover Downs”), will be held on            , 2019, at the Dover Downs Hotel & Casino, 1131 North DuPont Highway, Dover, Delaware 19901, at     , Eastern time for the following purposes:
1.
To consider and vote on the proposal to adopt the transaction agreement (the “Merger Agreement”), dated July 22, 2018 and amended on October 8, 2018, among Dover Downs, Twin River Worldwide Holdings, Inc., a Delaware corporation (“Twin River”), Double Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of Twin River (“Merger Sub I”) and DD Acquisition LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Twin River (“Merger Sub II”), as it may be amended from time to time (a copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus accompanying this notice), and the transactions contemplated by the Merger Agreement, including the Merger (the “Merger Proposal”);
2.
To consider and vote on the proposal to approve, by means of a non-binding, advisory vote, compensation that will or may become payable to Dover Downs’ named executive officers in connection with the Merger as described in this proxy statement/prospectus (the “Compensation Proposal”);
3.
To consider and vote on the proposal to approve one or more adjournments of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the meeting (the “Adjournment Proposal”); and
4.
To transact any other business that may properly come before the meeting or any adjournment or postponement of the meeting.
Only stockholders of record as of the close of business on            , 2019 are entitled to notice of the meeting and to vote at the meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the meeting will be available in Dover Downs’ offices located at 1131 North DuPont Highway, Dover, Delaware 19901, during regular business hours for a period of at least ten days before the meeting and at the place of the meeting during the meeting.
The Dover Downs board of directors unanimously recommends that you vote “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
By order of the Board of Directors,

Klaus M. Belohoubek
Senior Vice President, General Counsel and Secretary
Dated:           , 2019

YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) THROUGH THE INTERNET, OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.
If you fail to return your proxy card, to grant your proxy electronically over the Internet or by telephone, or to vote by ballot in person at the meeting, your shares will not be counted for purposes of determining whether a quorum is present at the meeting. If you are a stockholder of record, voting in person by ballot at the meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote in person at the meeting.
You are encouraged to read the accompanying proxy statement/prospectus and annexes to the accompanying proxy statement/prospectus, carefully and in their entirety. If you have any questions concerning the Merger, the meeting or the accompanying proxy statement/prospectus, or would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact Dover Downs’ proxy solicitor:
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1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free: 888-549-6618

ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the SEC by Twin River (File No. 333-    ), constitutes a prospectus of Twin River under Section 5 of the Securities Act with respect to the shares of common stock of Twin River to be issued to Dover Downs stockholders pursuant to the Merger Agreement.
This document also constitutes a proxy statement of Dover Downs under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the meeting, at which Dover Downs stockholders will be asked to consider and vote upon the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
Twin River has supplied all information contained in this proxy statement/prospectus relating to Twin River, and Dover Downs has supplied all information contained in this proxy statement/prospectus relating to Dover Downs.
Twin River and Dover Downs have not authorized anyone to provide you with information or make any representation about the proposed transaction that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it as having been authorized by Dover Downs or Twin River. This proxy statement/prospectus is dated            , 2019, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Neither the mailing of this proxy statement/prospectus to Dover Downs stockholders nor the issuance by Twin River of shares of Twin River common stock pursuant to the Merger Agreement will create any implication to the contrary.
For a description of the use of certain terms used in this proxy statement/prospectus, please see the section entitled “Certain Definitions” beginning on page 196 of this proxy statement/prospectus.

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ANNEXES
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MEETING
The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the meeting. You are encouraged to read carefully the more detailed information contained elsewhere in this proxy statement/prospectus and the annexes to this proxy statement/prospectus, including the Merger Agreement.
Q:
Why am I receiving this document?
A:
Dover Downs and Twin River have agreed to a strategic business combination transaction. The Dover Downs board of directors is delivering this document to you because it is a proxy statement/prospectus being used by the Dover Downs board of directors to solicit proxies of Dover Downs stockholders in connection with the Merger Agreement. Under the terms of the Merger Agreement, Merger Sub I will merge with and into Dover Downs, with Dover Downs surviving the Merger as an indirect wholly owned subsidiary of Twin River.
This document is also a prospectus because it will be used by Twin River to offer Twin River common stock to Dover Downs stockholders in exchange for their Dover Downs Stock upon completion of the Merger. This document contains important information about the Merger Agreement and the details of the Merger, the capital stock of Dover Downs, Twin River and its subsidiaries, including Dover Downs, collectively, following the completion of the Merger (the “Combined Company”), the business, results of operations and financial condition of Dover Downs and Twin River, certain risk factors related to the Merger, Dover Downs and Twin River, and other matters that may be important to Dover Downs stockholders.
Q:
When and where is the meeting?
A:
The meeting will take place at the Dover Downs Hotel & Casino, 1131 North DuPont Highway, Dover, Delaware 19901, on            , 2019, at    , Eastern Time.
For additional information relating to the meeting, see “The Meeting” beginning on page 45.
Q:
Who is entitled to vote at the meeting?
A:
Only Dover Downs stockholders of record as of the close of business on            , 2019 (the “record date”) are entitled to notice of the meeting and to vote at the meeting or at any adjournments or postponements thereof. Each holder of Dover Downs common stock is entitled to cast one vote on each matter properly brought before the meeting for each share of Dover Downs common stock that such holder owned as of the record date. Each holder of Dover Downs class A common stock is entitled to cast ten votes on each matter properly brought before the meeting for each share of Dover Downs class A common stock that such holder owned as of the record date.
Q:
What am I being asked to vote on at the meeting?
A:
You are being asked to consider and vote on the following proposals:

to adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Merger Proposal”);

to approve, by means of a non-binding, advisory vote, compensation that will or may become payable to Dover Downs’ named executive officers in connection with the Merger as described in this proxy statement/prospectus (the “Compensation Proposal”); and

to approve one or more adjournments of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the meeting (the “Adjournment Proposal”).
1

Q:
What is the Merger and what effects will it have on Dover Downs?
A:
Pursuant to the Merger Proposal, Dover Downs will become a subsidiary of Twin River under the terms of the Merger Agreement. If the Merger Proposal is approved by the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than those held by certain identified stockholders (the “Designated Stockholders”) representing 90% of the voting power of the outstanding stock of Dover Downs, and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub I will merge with and into Dover Downs, with Dover Downs surviving the Merger as an indirect wholly owned subsidiary of Twin River. See the section entitled “The Meeting — Voting by Dover Downs’ Directors and Executive Officers” beginning on page 45 of this proxy statement/prospectus for further discussion of the Designated Stockholders.
Dover Downs will de-list its common stock from the New York Stock Exchange (“NYSE”) and de-register its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable following the effective time of the Merger. Thereafter, Dover Downs will no longer be a publicly traded company. If the Merger is completed, current Dover Downs stockholders will not own any shares of the capital stock or other equity interests of Dover Downs, Merger Sub I or Merger Sub II, and instead will only be entitled to receive a number of shares of Twin River common stock as consideration for the Merger in accordance with the exchange ratio set forth in the Merger Agreement. For additional information on the Merger, see “The Merger” beginning on page 52.
Q:
What will I receive for my shares?
A:
If the Merger is completed, each share of Dover Downs Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by Dover Downs or owned by Twin River or any direct or indirect wholly owned subsidiary of Dover Downs or Twin River) will be cancelled and converted into the right to receive a number of validly issued, fully paid and non-assessable shares of common stock of Twin River equal to the quotient obtained by dividing (1) the aggregate number of shares of Twin River common stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, multiplied by 0.07787658, by (2) the aggregate number of shares of Dover Downs Stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, plus cash in lieu of any fractional shares (the “Merger Consideration”). The aggregate number of shares of Twin River common stock issued as Merger Consideration in the transaction is intended to represent 7.225% of the outstanding equity of Twin River immediately after giving effect to the Merger.
The number of shares of Twin River common stock to be issued as Merger Consideration is subject to adjustment in the event of stock splits, stock dividends and similar transactions involving Dover Downs Stock, as well as for other changes in Twin River’s fully diluted shares of common stock outstanding resulting from stock repurchases, equity grants and other transactions. Twin River contemplates effecting a stock dividend prior to closing the Merger which would result in a corresponding adjustment to the exchange ratio. Each share of Dover Downs common stock and Dover Downs class A common stock will receive the same consideration in the Merger. For additional information on the consideration to be received in the Merger, see “The Merger Agreement — Merger Consideration; Conversion of Shares” beginning on page 74.
Q:
What will be the ownership structure of the Combined Company after the consummation of the Merger?
A:
Based on the estimated number of shares of Dover Downs Stock and Twin River common stock outstanding immediately prior to the closing of the Merger, it is anticipated that, upon closing, existing Twin River stockholders will own 92.775% of the outstanding shares of Twin River common stock, and former Dover Downs stockholders will own 7.225% of the outstanding shares of Twin River common stock, in each case on a fully diluted basis.
2

Q:
How do I calculate the value of the Merger Consideration?
A:
Because Twin River will issue shares of Twin River common stock in exchange for each share of Dover Downs Stock, the value of the Merger Consideration that Dover Downs stockholders receive will depend on the per share value of Twin River common stock at the effective time of the Merger. Prior to the effective time of the Merger, there has not been and will not be an established public trading for Twin River common stock. The price of the Twin River common stock at the effective time of the Merger will reflect the combination of Twin River and Dover Downs, and will be unknown until the commencement of trading of Twin River common stock following the effective time of the Merger. The exchange ratio set forth in the Merger Agreement is fixed and thus will not be adjusted up or down based on the market price of a share of Dover Downs common stock or the value of a share of class A common stock prior to the Merger.
Q:
What happens if I sell or otherwise transfer my shares of Dover Downs Stock after the record date but before the meeting?
A:
The record date for the meeting is earlier than the date of the meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Dover Downs Stock after the record date but before the meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Dover Downs in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Dover Downs Stock, but you will retain your right to vote these shares at the meeting. Even if you sell or otherwise transfer your shares of Dover Downs Stock after the record date, Dover Downs encourages you to complete, date, sign and return the enclosed proxy card or vote via the Internet or telephone.
Q:
How does the Dover Downs board of directors recommend that I vote at the meeting?
A:
The Dover Downs board of directors, after considering the various factors described in the section entitled “The Merger — Recommendation of the Dover Downs Board of Directors; Dover Downs’ Reasons for the Merger” beginning on page 57 of this proxy statement/prospectus, unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Dover Downs and its stockholders, and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement.
The Dover Downs board of directors unanimously recommends that you vote “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
Q:
What risks should I consider in deciding whether to vote in favor of the Merger?
A:
You should carefully review the section entitled “Risk Factors” beginning on page 24 of this proxy statement/prospectus, which presents risks and uncertainties related to the Merger and the business and operations of the Combined Company.
Q:
What happens if the Merger is not completed?
A:
If the Merger Agreement is not adopted by the Dover Downs stockholders or if the Merger is not completed for any other reason, Dover Downs stockholders will not receive any payment for their shares. Instead, Dover Downs will remain an independent public company and your Dover Downs common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act.
Under specified circumstances, Dover Downs will be required to pay Twin River a termination fee upon the termination of the Merger Agreement or will be entitled to receive a termination fee from Twin River, as described in the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 86 of this proxy statement/prospectus.
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Q:
What vote is required to approve the Merger Proposal?
A:
The affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders, is required to approve the Merger Proposal.
The failure of any stockholder of record to vote in person by ballot at the meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Proposal. An abstention will also have the same effect as a vote “AGAINST” the Merger Proposal.
As of            , 2019, the record date for determining who is entitled to vote at the meeting, there were    shares of Dover Downs common stock issued and outstanding and     shares of Dover Downs class A common stock issued and outstanding, and the Designated Stockholders held     shares of Dover Downs Stock. Each holder of Dover Downs common stock is entitled to one vote per share of stock owned by such holder as of the record date. Each holder of Dover Downs class A common stock is entitled to ten votes per share of stock owned by such holder as of the record date.
Q:
What vote is required to approve, by a non-binding, advisory vote, the Compensation Proposal and the Adjournment Proposal?
A:
Assuming a quorum is present, approval of the Compensation Proposal requires the affirmative vote of a majority of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon. Approval of the Adjournment Proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon.
The failure of any stockholder of record to vote in person by ballot at the meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will not have any effect on the Compensation Proposal or the Adjournment Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will not have any effect on the Compensation Proposal or the Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” the Compensation Proposal and the Adjournment Proposal.
Q:
What happens if the non-binding advisory Compensation Proposal is not approved?
A:
Approval, on a non-binding, advisory basis, of compensation that will or may become payable by Dover Downs to its named executive officers in connection with the Merger as described in this proxy statement/prospectus is not a condition to completion of the Merger. Accordingly, you may vote “FOR” the Merger Proposal and abstain or vote against the Compensation Proposal and vice versa. The vote is an advisory vote and is not binding. Accordingly, regardless of the outcome of the advisory vote, if the Merger is completed, Dover Downs may still pay such compensation to its named executive officers in accordance with the terms and conditions applicable to such compensation.
Q:
What constitutes a quorum?
A:
To conduct the business of the meeting, there must be a quorum. This means a majority of the voting power represented by Dover Downs Stock entitled to vote at the meeting, present in person or by proxy. You are considered a part of the quorum if you vote over the Internet, by telephone or by submitting a properly signed proxy card. If you are present in person or represented by proxy at the meeting, but abstain from voting on any proposal, your shares will still be counted for purposes of determining whether a quorum exists. Because banks, brokers and other nominees who hold shares of Dover Downs Stock in “street name” on behalf of beneficial owners do not have discretionary authority to vote the shares with respect to the proposals described in this proxy statement/prospectus, a failure to instruct your broker, bank or other nominee to vote your shares held in “street name” with
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respect to at least one of the proposals means your shares will not be present in person or represented by proxy at the meeting and will not be counted toward determining whether a quorum exists. Failure of a quorum to be present at the meeting will necessitate an adjournment or postponement and will subject Dover Downs to additional expense.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If your shares are registered directly in your name with Dover Downs’ transfer agent, Computershare Trust Company NA, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement/prospectus and your proxy card have been sent directly to you by Dover Downs.
If your shares are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the Dover Downs Stock held in “street name.” In that case, this proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker, bank or other nominee.
Q:
If my broker holds my Dover Downs shares in “street name,” will my broker vote my shares?
A:
If your shares are held by a bank, broker or other nominee on your behalf in “street name,” your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card. Please follow the instructions for voting that your bank, broker or other nominee sends you. If you receive instructions from more than one bank, broker or nominee, please respond to each set of instructions.
In accordance with the applicable rules, banks, brokers and other nominees who hold Dover Downs Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to any of the matters to be considered at the meeting. Because banks, brokers and other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement/prospectus, if you fail to provide your bank, broker or other nominee with voting instructions with respect to your shares held in “street name” with respect to at least one of the proposals, then those shares will not be present in person or represented by proxy at the meeting. Accordingly, there will be no broker non-votes and shares held in “street name” will not be voted on any of the proposals unless the bank, broker or other nominee has received voting instructions from its customer with respect to such proposal.
Q:
What is a proxy?
A:
A proxy is your legal designation of another person, referred to as a “proxy,” to vote your Dover Downs Stock. The written document describing the matters to be considered and voted on at the meeting is called a “proxy statement.” The document used to designate a proxy to vote your Dover Downs Stock is called a “proxy card.” The Dover Downs board of directors has designated Henry B. Tippie and Denis McGlynn and each of them with full power of substitution, as proxies for the meeting.
Q:
How do I vote?
A:
If you are a stockholder of record, there are four ways to vote:

use the toll-free number shown on your proxy card;

visit the website shown on your proxy card to vote via the Internet;
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complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope; or

by attending the meeting and voting in person by ballot.
A control number, located on your proxy card, is designed to verify your identity and allow you to vote your Dover Downs Stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.
Even if you plan to attend the meeting in person, you are strongly encouraged to vote your Dover Downs Stock by proxy. If you are a stockholder of record or if you obtain a valid legal proxy to vote shares which you beneficially own, you may still vote your Dover Downs Stock in person at the meeting even if you have previously voted by proxy. If you are present at the meeting and vote in person, your previous vote by proxy will not be counted.
If your shares are held in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or electronically over the Internet or by telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or via telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee.
Q:
If a stockholder gives a proxy, how are the shares voted?
A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted “FOR” or “AGAINST” some or none of the specific items of business to come before the meeting, or you may abstain from voting on all of the proposals.
If you properly sign and return your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy card will be voted as recommended by the Dover Downs board of directors with respect to each proposal.
Q:
May I change my vote after I have mailed my signed proxy card or otherwise submitted my vote by proxy?
A:
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the meeting by:

submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

delivering a written notice of revocation to Dover Downs’ Secretary;

signing another proxy card with a later date and returning it to Dover Downs prior to the meeting; or

attending the meeting and voting in person.
If you hold your shares of Dover Downs Stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to change your vote; or contact Dover Downs’ proxy solicitor, Georgeson at 888-549-6618. You may also vote in person at the meeting if you obtain a valid legal proxy from your broker, bank or other nominee.
Q:
May I vote in person?
A:
Yes. If you are a stockholder of record of Dover Downs Stock at the close of business on            , 2019, you may attend the meeting and vote your shares in person, in lieu of submitting your proxy by telephone or by Internet or returning your signed proxy card.
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Q:
What must I bring to attend the meeting?
A:
If you attend the meeting, you will be asked to present an admission ticket or proof of ownership and valid photo, government-issued identification. Your admission ticket:

is attached to your proxy card;

can be printed from the online voting site; or

is a letter or a recent account statement showing your ownership of Dover Downs Stock as of the record date, if you hold shares through a bank, broker or other nominee.
No recording or other electronic devices will be allowed in the meeting and attendees will be subject to a security inspection.
Q:
Who will count the votes at the meeting?
A:
All votes will be counted by the independent inspector of election appointed for the meeting.
Q:
Where can I find the voting results of the meeting?
A:
Dover Downs intends to announce preliminary voting results at the meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC within four business days following the meeting. All reports that Dover Downs files with the SEC are publicly available when filed. See the section entitled “Where You Can Find More Information” beginning on page 201 of this proxy statement/prospectus.
Q:
Have any Dover Downs stockholders already agreed to vote for the Merger Proposal?
A:
Yes. The directors and officers of Dover Downs, with respect to all shares owned by them directly and representing 42% of the voting power of Dover Downs Stock entered into a voting agreement with Twin River (the “Voting Agreement”) under which they agreed, among other things, to vote in favor of the Merger Proposal, the Adjournment Proposal and any other matter necessary for consummation of the transactions that is considered at the meeting. The parties to the Voting Agreement are subject to restrictions on their ability to transfer their shares prior to the earlier of the effective time of the Merger and the termination of the Voting Agreement. The Merger Proposal requires the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders. The Voting Agreement has been entered into by certain of the Designated Stockholders and will not impact the results of the required vote in (2) above. See “Other Related Agreements — The Voting Agreement.”
Q:
What will happen to my Dover Downs equity-based awards in the Merger?
A:
For information on what happens to your Dover Downs equity-based awards in the Merger, see “The Merger — Treatment of Equity and Equity-Based Awards” beginning on page 71.
Q:
Will Twin River’s shares be listed on an exchange?
A:
Yes. It is a condition to the completion of the Merger that the shares of common stock of Twin River that will be issuable as consideration in the Merger be approved for listing on the NYSE or, if such shares do not meet the qualifications for listing on the NYSE, then on the Nasdaq Stock Market (“Nasdaq”), subject to official notice of issuance. Twin River intends to apply to the NYSE or Nasdaq prior to the completion of the Merger to list Twin River common stock. For more information, please see the section entitled “The Merger — Listing of Twin River Common Stock on Stock Exchange” beginning on page 72.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold
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your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive.
Q:
What do I need to do now?
A:
Dover Downs encourages you to read this proxy statement/prospectus, the annexes to this proxy statement/prospectus, including the Merger Agreement, and the other documents referred to in this proxy statement/prospectus carefully and consider how the Merger affects you. Then complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the meeting. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your broker, bank or other nominee to vote your shares. For additional information on voting procedures, see “The Meeting” beginning on page 45.
Q:
Should I send in my stock certificates now?
A:
No. Pursuant to the Merger Agreement, shortly after the Merger is completed, you will receive a letter of transmittal from the exchange agent with instructions for exchanging your shares of Dover Downs Stock for the Merger Consideration to which you are entitled upon completion of the Merger. After receiving the proper documentation from you, following the effective time of the Merger, the exchange agent will deliver to you the Twin River common stock in either certificated or book-entry form and any cash consideration to which you are entitled in lieu of fractional shares, if any. Please do not send in your stock certificates now.
Q:
When do you expect to complete the Merger?
A:
While there is no assurance that the Merger will close, the parties are working toward completing the Merger in early 2019. However, the exact timing of completion of the Merger cannot be predicted because the completion of the Merger is subject to conditions, including, among other things, adoption of the Merger Agreement by the Dover Downs stockholders and the receipt of regulatory approvals.
Q:
Do I have dissenters’ or appraisal rights?
A:
No, Dover Downs stockholders will not have appraisal rights under the DGCL with respect to the Merger because holders of Dover Downs Stock are not required to receive consideration other than shares of Twin River common stock (plus cash in lieu of fractional shares) in the Merger and shares of Twin River common stock will be listed on the NYSE or Nasdaq immediately following the Merger. For additional information on appraisal rights, see “No Appraisal Rights” beginning on page 190.
Q:
Who is soliciting these proxies?
A:
Dover Downs is soliciting these proxies and the cost of the solicitation will be borne by Dover Downs, including the charges and expenses of record holders holding shares in their name as nominee that are incurred in connection with forwarding proxy materials to the beneficial owners of such shares.
In addition to the use of the mail, proxies may be solicited by Dover Downs’ officers, directors and employees in person, by telephone or by email. Such individuals will not be additionally compensated for such solicitation but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with such solicitation. To help assure the presence, in person or by proxy, of the largest number of Dover Downs stockholders possible, Dover Downs has also retained Georgeson to assist in soliciting proxies on Dover Downs’ behalf. Dover Downs has agreed to pay Georgeson a proxy solicitation fee of  $15,000, plus reasonable out-of-pocket costs and expenses.
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Q:
Will I be subject to U.S. federal income tax upon the exchange of Dover Downs Stock for Twin River common stock pursuant to the Merger?
A:
Dover Downs and Twin River believe that the Mergers, taken together as an integrated transaction, will meet the applicable requirements and constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences — Tax Consequences of the Mergers,” the U.S. federal income tax consequences of the Mergers to U.S. holders and non-U.S. holders (as each is defined herein) of Dover Downs Stock generally will be as described below.
Assuming that the Mergers constitute a reorganization, a U.S. holder of Dover Downs Stock will not recognize gain or loss on the exchange of its Dover Downs Stock for shares of Twin River common stock pursuant to the Merger, except with respect to cash received in lieu of a fractional share of Twin River common stock. A non-U.S. holder exchanging its Dover Downs Stock for shares of Twin River common stock pursuant to the Merger generally will not be subject to U.S. federal income tax in respect of the Merger, unless a non-U.S. holder is subject to FIRPTA Tax (as defined herein).
For a more detailed discussion of the material U.S. federal income tax consequences of the Mergers, see “Material U.S. Federal Income Tax Consequences” beginning on page 168.
The tax consequences of the Mergers for any particular Dover Downs stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, Dover Downs stockholders are urged to consult their tax advisors to determine the U.S. federal income tax consequences of the Merger to them, as well as the estate, gift, state, local or non-U.S. tax consequences of the Mergers.
Q:
Who can help answer my questions?
A:
If you have any questions concerning the Merger, the meeting or this proxy statement/prospectus, or would like additional copies of this proxy statement/prospectus or need help voting your Dover Downs Stock, please contact Dover Downs’ proxy solicitor:
[MISSING IMAGE: lg_georgeson-bw.jpg]
1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free: 888-549-6618
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SUMMARY
The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you as a Dover Downs stockholder. Accordingly, you are encouraged to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to herein. Each item in this summary includes a page reference directing you to a more complete description of that topic.
Parties to the Merger (Page 50)
Dover Downs Gaming & Entertainment, Inc.
1131 North DuPont Highway
Dover, Delaware 19901
(302) 674-4600
Dover Downs Gaming & Entertainment, Inc. is a public holding company that has two wholly owned subsidiaries: Dover Downs, Inc. and Dover Downs Gaming Management Corp. Dover Downs, Inc. was incorporated in 1967 and began motorsports and harness racing operations in 1969. In June of 1994, legislation authorizing video lottery operations in the State of Delaware was adopted. Dover Downs’ casino operations began on December 29, 1995. As a result of several restructurings, Dover Downs, Inc. became a wholly owned subsidiary of Dover Motorsports, Inc. (formerly known as Dover Downs Entertainment, Inc.) (“DVD”), and became the operating entity for all of DVD’s gaming operations. Dover Downs Gaming & Entertainment, Inc. was incorporated in Delaware in December 2001 as a wholly owned subsidiary of DVD. Effective March 31, 2002, DVD completed a tax-free spin-off of its gaming operations by contributing 100% of the issued and outstanding common stock of Dover Downs, Inc. to Dover Downs Gaming & Entertainment, Inc., and subsequently distributing 100% of Dover Downs’ issued and outstanding common stock to DVD stockholders. Immediately following the spin-off, Dover Downs became an independent publicly traded company. Dover Downs is a Delaware corporation listed on the NYSE under the symbol “DDE.”
Dover Downs owns the Dover Downs Hotel & Casino®, which is a premier gaming and entertainment resort destination in the Mid-Atlantic region. Gaming operations consist of approximately 2,200 slots, a full complement of table games, including poker, and a newly expanded race and sports book taking single game wagers on professional and college sports. The AAA-rated Four Diamond hotel is Delaware’s largest with 500 luxurious rooms/suites and amenities including a full-service spa/salon, concert hall and 41,500 sq. ft. of multi-use event space. Live, premier harness racing is featured November through April, and horse racing is simulcast year-round. Additional property amenities include multiple restaurants from fine dining to casual fare, bars/lounges and retail shops.
Twin River Worldwide Holdings, Inc.
100 Twin River Road
Lincoln, Rhode Island 02865
(401) 475-8474
Twin River Worldwide Holdings, Inc. is a multi-jurisdictional owner of gaming and racing facilities. Twin River owns and manages two casinos in Rhode Island, one in Biloxi, Mississippi as well as a Colorado horse racetrack with off-track betting (“OTB”) licenses. Twin River’s flagship casino, the Twin River Casino, is located in Lincoln, Rhode Island and offers 162,000 square feet of gaming space on two floors with 4,220 video lottery terminals (“VLTs”) and 119 table games, including a poker room. Twin River also owns and manages a 136-room amenity hotel adjacent to the Twin River Casino which opened in October 2018. Furthermore, simulcast is offered at the Twin River Casino, and sports betting debuted in late 2018. Twin River also owns and manages the Tiverton Casino Hotel, which opened in September 2018. The Tiverton Casino Hotel features 1,000 VLTs, 32 table games and an 83-room hotel, and also features simulcast, restaurants and sports betting, which debuted in late 2018. In Mississippi, Twin River owns and manages the Hard Rock Hotel & Casino in Biloxi (the “Hard Rock Biloxi”) which features 1,200 VLTs, 52 table games, sports betting and a 479-room hotel. In addition, Twin River owns and manages Arapahoe Park in Aurora, Colorado, which offers live horse racing, a racebook and owns 13 OTB licenses.
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Double Acquisition Corp.
c/o Twin River Worldwide Holdings, Inc.
100 Twin River Road
Lincoln, Rhode Island 02865
Double Acquisition Corp., or Merger Sub I, a Delaware corporation and indirect wholly owned subsidiary of Twin River, was formed solely for the purpose of facilitating the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub I has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the effective time of the Merger, Merger Sub I will be merged with and into Dover Downs, with Dover Downs surviving the Merger as an indirect wholly owned subsidiary of Twin River.
DD Acquisition LLC
c/o Twin River Worldwide Holdings, Inc.
100 Twin River Road
Lincoln, Rhode Island 02865
DD Acquisition LLC, or Merger Sub II, a Delaware limited liability company and indirect wholly owned subsidiary of Twin River, was formed solely for the purpose of facilitating the merger following the transaction and the other transactions contemplated by the Merger Agreement. Merger Sub II has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the effective time of the Subsequent Merger, the surviving corporation of the Merger will be merged with and into Merger Sub II, with Merger Sub II surviving as an indirect wholly owned subsidiary of Twin River and limited liability company.
The Merger Agreement and the Merger (Page 52)
The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Merger.
Pursuant to the Merger Proposal, Dover Downs will become a subsidiary of Twin River under the terms of the Merger Agreement. If the Merger Proposal is approved by the requisite number of holders of Dover Downs Stock entitled to vote thereon other than those held by the Designated Stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub I will merge with and into Dover Downs, with Dover Downs surviving the Merger as an indirect wholly owned subsidiary of Twin River.
Merger Consideration (Page 52)
If the Merger is completed, each share of Dover Downs Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by Dover Downs or owned by Twin River or any direct or indirect wholly owned subsidiary of Dover Downs or Twin River) will be cancelled and converted into the right to receive a number of validly issued, fully paid and non-assessable shares of common stock of Twin River equal to the quotient obtained by dividing (1) the aggregate number of shares of Twin River common stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, multiplied by 0.07787658, by (2) the aggregate number of Dover Downs Stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, plus cash in lieu of any fractional shares. The number of shares of Twin River common stock to be issued as Merger Consideration is subject to adjustment in the event of stock splits, stock dividends and similar transactions involving Dover Downs Stock, as well as for other changes in Twin River’s fully diluted shares of common stock outstanding resulting from stock repurchases, equity grants and other transactions. Twin River contemplates effecting a stock dividend prior to closing the Merger which would result in a corresponding adjustment to the exchange ratio. As part of the Merger, Twin River’s common stock will be listed on the NYSE or Nasdaq.
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Ownership of the Combined Company (Page 52)
Based on the estimated number of shares of Dover Downs Stock and Twin River common stock outstanding immediately prior to the closing of the Merger, it is anticipated that, upon closing, existing Twin River stockholders will own 92.775% of the outstanding shares of Twin River common stock, and former Dover Downs stockholders will own 7.225% of the outstanding shares of Twin River common stock, in each case on a fully diluted basis.
Governance of Twin River Following the Merger (Page 70)
The corporate headquarters of the Combined Company is expected to be located in Lincoln, Rhode Island. The directors of Twin River serving on the Twin River board of directors immediately before the consummation of the Merger will continue to be the directors of Twin River immediately following the closing of the Merger. In connection with the Merger, Twin River and Dover Downs expect Jeffrey W. Rollins, a director and member of the audit committee of Dover Downs, to join the Twin River board of directors following the consummation of the Merger.
Recommendation of the Dover Downs Board of Directors; Dover Downs’ Reasons for the Merger (Page 57)
The Dover Downs board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable and in the best interests of Dover Downs and its stockholders, and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement.
The Dover Downs board of directors unanimously recommends that you vote “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
For information on Dover Downs’ reasons for the Merger and the recommendation of the Dover Downs board of directors, see the section entitled “The Merger — Recommendation of the Dover Downs Board of Directors; Dover Downs’ Reasons for the Merger” beginning on page 57 of this proxy statement/prospectus.
Opinion of the Financial Advisor to the Committee (Page 60)
On July 20, 2018, Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), orally rendered its opinion to a committee of the Dover Downs board of directors consisting of independent directors (the “Committee”) (on which the Dover Downs board of directors was also permitted to rely and which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Committee dated July 20, 2018), as to, as of such date, the fairness, from a financial point of view, to the holders of Dover Downs Stock, other than the Excluded Holders, of the exchange ratio provided for in the Merger pursuant to the Merger Agreement. “Excluded Holders” refers to the directors and officers of Dover Downs, their respective immediate family members, RMT Trust, Twin River, Merger Sub I and their respective affiliates.
Houlihan Lokey’s opinion was furnished for the use of the Committee and the Dover Downs board of directors (each in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of Dover Downs Stock, other than the Excluded Holders, of the exchange ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Committee, the Dover Downs board of directors, any security holder of Dover Downs or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.
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The Meeting (Page 45)
Date, Time and Place
The meeting will take place at the Dover Downs Hotel & Casino, 1131 North DuPont Highway, Dover, Delaware 19901, on            , 2019, at     , Eastern Time.
Purpose
At the meeting, Dover Downs will ask its stockholders of record as of the close of business on            , 2019, the record date, to vote on the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
Record Date; Shares Entitled to Vote
You are entitled to vote at the meeting if you owned shares of Dover Downs Stock on the record date. The record date is            , 2019. You will have one vote at the meeting for each share of Dover Downs common stock you owned at the close of business on the record date. You will have ten votes at the meeting for each share of Dover Downs class A common stock you owned at the close of business on the record date.
As of the date of this proxy statement/prospectus, Twin River’s directors and executive officers did not beneficially own any shares of Dover Downs Stock.
Quorum
As of the record date, there were     shares of Dover Downs common stock outstanding and entitled to be voted at the meeting and     shares of Dover Downs class A common stock outstanding and entitled to be voted at the meeting. A quorum of stockholders is necessary to hold the meeting. The holders of a majority of the voting power represented by Dover Downs Stock entitled to vote at the meeting, present in person or by proxy, will constitute a quorum at the meeting.
Required Vote
The affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders, is required to approve the Merger Proposal. Assuming a quorum is present, approval of the Compensation Proposal requires the affirmative vote of a majority of the voting power of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon. Approval of the Adjournment Proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon.
Voting by Dover Downs’ Directors and Executive Officers
As of the date of this proxy statement/prospectus, Dover Downs directors and executive officers beneficially owned 14,442,069 shares of Dover Downs Stock, which represented approximately 75% of the voting power of Dover Downs Stock on that date. The directors and officers of Dover Downs, with respect to all shares owned by them directly and representing 42% of the voting power of Dover Downs Stock, entered into a voting agreement with Twin River under which they agreed, among other things, to vote in favor of the Merger Proposal, the Adjournment Proposal and any other matter necessary for consummation of the transactions that is considered at the meeting. The parties to the Voting Agreement are subject to restrictions on their ability to transfer their shares prior to the earlier of the effective time of the Merger and the termination of the Voting Agreement. The Merger Proposal requires the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock
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entitled to vote thereon other than the Designated Stockholders. The Voting Agreement has been entered into by certain of the Designated Stockholders and will not impact the results of the required vote in (2) above. See “Other Related Agreements — The Voting Agreement.”
Voting of Proxies
Any Dover Downs stockholder of record entitled to vote at the meeting may submit a proxy by returning a signed proxy card by mail or voting electronically over the Internet or by telephone, or may vote in person by appearing at the meeting. If you are a beneficial owner and hold your Dover Downs Stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how you wish to vote your Dover Downs Stock using the instructions provided by your broker, bank or other nominee. Under stock exchange rules, if you fail to instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee only has discretion to vote your shares on routine matters. Proposals 1, 2 and 3 in this proxy statement/prospectus are not routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your broker, bank or other nominee on how you wish to vote your shares.
If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the meeting by submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy, signing another proxy card with a later date and returning it to Dover Downs prior to the meeting or attending the meeting and voting in person. If you hold your Dover Downs Stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to change your vote; or contact Dover Downs’ proxy solicitor, Georgeson at 888-549-6618.
Treatment of Equity and Equity-Based Awards (Page 71)
Dover Downs has granted restricted shares of Dover Downs common stock (“Dover Downs restricted stock”) to its employees, including its executive officers. Under the Merger Agreement, at the effective time of the Merger, each share of Dover Downs restricted stock will vest in full and will be converted into the right to receive the Merger Consideration in respect of one share of Dover Downs Stock. Following the completion of the Merger and the conversion of the Dover Downs restricted stock pursuant to the Merger Agreement, the restricted stock awards will terminate, and no further vesting, lapse, or other restrictions under the terms of the award agreements relating to Dover Downs restricted stock will apply.
Under the Merger Agreement, Dover Downs may not issue Dover Downs Stock, securities convertible into or exchangeable for Dover Downs Stock or other equity grants, except pursuant to the exercise or settlement of any already outstanding equity award or the issuance of annual equity awards in the ordinary course of business consistent with past practice. There are no outstanding stock options or other securities convertible into or exchangeable for Dover Downs Stock (other than the Dover Downs restricted stock).
Interests of Directors and Officers of Dover Downs in the Merger (Page 162)
In considering the recommendations of the board of directors of Dover Downs, Dover Downs stockholders should be aware that certain directors and executive officers of Dover Downs have interests in the Merger that may differ from, or may be in addition to, the interests of Dover Downs stockholders generally. These interests are described in more detail and quantified below. The board of directors of Dover Downs was aware of these interests and considered them, among other matters, when it adopted the Merger Agreement and in making its recommendations that the Dover Downs stockholders approve the Merger. These interests may include, among others: (1) indemnification to the fullest extent permitted under law, (2) the treatment of outstanding equity awards, (3) Mr. Rollins as a nominee to the board of directors of the Combined Company, and (4) change of control payments.
For a more complete summary of the interests of the directors and officers of Dover Downs in the Merger, see the section entitled “Interests of the Directors and Executive Officers of Dover Downs in the Merger” beginning on page 162 of this proxy statement/prospectus.
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Regulatory Approvals (Page 71)
Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated under the HSR Act, the parties must file notification and report forms with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice and observe specified waiting period requirements before consummating the Merger in certain circumstances. Dover Downs and Twin River are assessing HSR requirements and will file a notification and report if required under the HSR Act.
In addition, Dover Downs and Twin River must also obtain approval of the Merger from the Delaware gaming authority. Notice filings will be made in Rhode Island, Colorado and Mississippi. As of the date of this proxy statement/prospectus, regulatory approvals have not been obtained.
No Appraisal Rights (Page 190)
Dover Downs stockholders will not have appraisal rights under the DGCL with respect to the Merger because holders of Dover Downs Stock are not required to receive consideration other than shares of Twin River common stock (plus cash in lieu of fractional shares) in the Merger, and shares of Twin River common stock will be listed on the NYSE or Nasdaq immediately following the Merger.
Listing of Twin River Common Stock on Stock Exchange (Page 72)
At this time, there is no established public trading market for Twin River common stock. Twin River common stock is not currently traded or quoted on a stock exchange or quotation system. At the closing of the Merger, Twin River will become a publicly traded company and the Twin River common stock is expected to be listed on the NYSE or Nasdaq.
Conditions to Completion of the Merger (Page 85)
The obligations of Twin River, Dover Downs, Merger Sub I and Merger Sub II to complete the Merger are subject to the satisfaction of the following conditions:

the stockholder approval of the Merger Proposal having been obtained;

no governmental entity having enacted, issued, promulgated, enforced or entered any law, injunction or order making the Merger illegal or otherwise prohibiting the consummation of the Merger;

the approval of the Delaware gaming agency having been obtained, and filings with the gaming agencies in Rhode Island, Mississippi and Colorado having been made;

a registration statement relating to the issuance of Twin River common stock having been declared effective and no stop order or other proceeding suspending the effectiveness of the registration statement having been issued or initiated; and

the shares of Twin River common stock to be issued in connection with the Merger having been approved for listing on the NYSE or, if such shares do not meet the qualifications for listing on the NYSE, then on Nasdaq.
For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Merger, see the section entitled “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 85 of this proxy statement/prospectus.
No Solicitation of Alternative Proposals (Page 80)
Dover Downs has agreed that neither it nor any of its subsidiaries, nor any of their respective officers, directors or employees or any of their respective representatives will, without the consent of Twin River, directly or indirectly:

solicit, initiate or knowingly encourage the making, submission or announcement of any company acquisition proposal (as defined below);
15


furnish any nonpublic information regarding Dover Downs or any of its subsidiaries to any person in connection with or in response to a company acquisition proposal;

continue or otherwise engage or participate in any discussions or negotiations with any person with respect to any company acquisition proposal;

except in connection with a change of recommendation of the Dover Downs board of directors pursuant to the terms and conditions of the Merger Agreement, approve, endorse or recommend any company acquisition proposal; or

except in connection with a change of recommendation of the Dover Downs board of directors pursuant to the terms and conditions of the Merger Agreement, enter into any letter of intent, arrangement, agreement or understanding relating to any company acquisition transaction (as defined below).
Before obtaining the requisite stockholder approval in connection with the Merger, the foregoing non-solicitation covenants do not prohibit the Dover Downs board of directors, directly or indirectly through any officer, employee or representative, from furnishing nonpublic information regarding Dover Downs or any of its subsidiaries to, or entering into or participating in discussions or negotiations with, any person in response to an unsolicited, bona fide company acquisition proposal that the Dover Downs board of directors concludes in good faith, after consultation with outside legal counsel and a financial advisor, constitutes or could reasonably be expected to lead to a company superior offer (as defined below) if  (1) the Dover Downs board of directors concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action with respect to such company acquisition proposal would be reasonably likely to result in a breach of its fiduciary duties under applicable law, (2) such proposal did not result from a breach of the non-solicitation covenant, (3) Dover Downs gives Twin River notice of its receipt of such proposal or request for non-public information, and (4) Dover Downs furnishes any nonpublic information provided to the maker of the company acquisition proposal only pursuant to a confidentiality agreement between Dover Downs and such person containing customary terms and conditions that in the aggregate are not materially less restrictive than those contained in the confidentiality agreement between Twin River and Dover Downs. Further, the non-solicitation covenant does not prohibit the Dover Downs board of directors from complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any company acquisition proposal.
For more information, see the section entitled “The Merger Agreement — No Solicitation of Alternative Proposals” beginning on page 80 of this proxy statement/prospectus.
Change of Dover Downs Board of Directors Recommendation (Page 81)
Dover Downs has agreed that, except as described in the next paragraph, it may not (1) withhold, withdraw or modify, or publicly propose to withhold, withdraw or modify, the Dover Downs board recommendation with respect to the Merger Proposal in a manner adverse to Twin River or make any statement, filing or release, in connection with obtaining the required stockholder approvals or otherwise, inconsistent with the Dover Downs board recommendation with respect to the Merger Proposal, (2) approve, endorse or recommend any company acquisition proposal (any of the foregoing set forth in clauses (1) and (2), a “change of recommendation”), or (3) enter into a written definitive agreement providing for a company acquisition transaction.
The Dover Downs board of directors may at any time before obtaining the requisite stockholder approval in connection with the Merger (1) effect a change of recommendation in respect of a company acquisition proposal, and/or (2) if it elects to do so in connection with or following a change of recommendation, terminate the Merger Agreement in order to enter into a written definitive agreement providing for a company acquisition transaction, if:

a company acquisition proposal is made to Dover Downs by a third party, and such offer is not withdrawn;

the Dover Downs board of directors determines in good faith after consultation with outside legal counsel and a financial advisor that such offer constitutes a company superior offer;
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following consultation with outside legal counsel, the Dover Downs board of directors determines that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law;

Dover Downs gives Twin River five business days’ prior written notice of its intention to take such action, which notice includes the information with respect to such company superior offer (provided that any material revision or amendment to the terms of such company superior offer will require a new notice and, in such case, the notice period will be two business days rather than five business days); and

at the end of the five day or two day notice period, as applicable, the Dover Downs board of directors again makes the determination in good faith after consultation with outside legal counsel and a financial advisor that the company acquisition proposal continues to be a company superior offer and, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law.
Additionally, the Dover Downs board of directors may at any time before obtaining the requisite stockholder approval in connection with the Merger, if the Dover Downs board of directors determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law, make a change of recommendation unrelated to a company acquisition proposal in response to an intervening event (as defined below), but only in the event that (1) Dover Downs provides to Twin River at least five business days prior written notice that it intends to take such action, which notice must specify the reasons for proposing to take such action, and include a reasonably detailed description of the intervening event, and (2) Twin River will not, within five business days after receipt of such notice from Dover Downs, have made a proposal that, if accepted, would be binding on Twin River and that has not been withdrawn, to make such adjustments in the terms and conditions of the Merger Agreement in a manner that would obviate the need for the Dover Downs board of directors to make a change of recommendation. If requested by Twin River, Dover Downs is required to negotiate with Twin River regarding any proposal by Twin River during such five business day period.
For more information, see the section entitled “The Merger Agreement — Change of Dover Downs Board of Directors Recommendation” beginning on page 81 of this proxy statement/prospectus.
Termination of the Merger Agreement (Page 86)
The Merger Agreement may be terminated at any time prior to the effective time of the Merger under the following circumstances:

by mutual written agreement of Twin River and Dover Downs;

by either Twin River or Dover Downs, if:

the Merger is not consummated by April 22, 2019, referred to as “the termination date.” If on such date all conditions to closing have been satisfied or are capable of being satisfied other than the receipt of approval of the gaming regulators in Delaware, or the making of filings with the applicable gaming regulators in Rhode Island, Mississippi or Colorado, the termination date will be July 22, 2019, referred to as the “outside date.” The right to terminate the agreement under this circumstance will not be available to any party whose action or failure to act has been the principal cause of or resulted in the failure of the Merger to occur by the termination date;

a governmental entity has enacted any law, injunction or order prohibiting the Merger, and such law is final and unappealable; or

the Dover Downs stockholders fail to adopt the Merger Agreement (both including and excluding the vote of the Designated Stockholders) at the meeting or any adjournment thereof.
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by Twin River if:

the Dover Downs board of directors makes a change of recommendation, Dover Downs delivers a notice to Twin River of its intent to effect a change of recommendation and following the request in writing by Twin River the Dover Downs board of directors fails to publicly reaffirm its recommendation within five business days of receipt of such request;

Dover Downs breaches in any material respect its covenants regarding solicitation of alternative proposals;

Dover Downs breaches any of its representations, warranties or covenants, which breach would give rise to a failure of a closing condition to be satisfied by the termination date and such breach is not cured within 30 days after written notice of such breach is received by Dover Downs and Twin River is not then in material breach of any representation, warranty or covenant contained in the Merger Agreement; or

a material adverse effect has occurred with respect to Dover Downs.

by Dover Downs if:

Twin River, Merger Sub I or Merger Sub II breaches any of their representations, warranties or covenants, which breach would give rise to a failure of a closing condition to be satisfied by the termination date and such breach is not cured within 30 days after written notice of such breach is received by Twin River and Dover Downs is not then in material breach of any representation, warranty or covenant contained in the Merger Agreement;

Dover Downs, at any time prior to the approval by Dover Downs stockholders to adopt the Merger Agreement, makes a change of recommendation to accept a superior acquisition proposal and Dover Downs pays Twin River the $3 million termination fee; or

a material adverse effect has occurred with respect to Twin River.
For more information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 86 of this proxy statement/prospectus.
Expenses and Termination Fee (Page 87)
Other than as agreed in writing by the parties, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such costs or expenses, whether or not the Merger is consummated. Dover Downs will pay Twin River a termination fee of  $3 million upon the occurrence of certain events contemplated by the Merger Agreement, including, but not limited to, the termination of the Merger Agreement by Twin River because the Dover Downs board of directors has effected a change of recommendation. Twin River will pay Dover Downs a termination fee of  $3 million upon the occurrence of certain events contemplated by the Merger Agreement, including, but not limited to, termination of the Merger Agreement by Twin River or Dover Downs if certain regulatory approvals have not been obtained prior to the outside date, provided that no company acquisition proposal has been publicly announced or otherwise communicated to senior management of the Dover Downs board of directors (and not subsequently withdrawn).
For more information, see the section entitled “The Merger Agreement — Expenses and Termination Fee” beginning on page 87 of this proxy statement/prospectus.
Accounting Treatment (Page 72)
The Merger will be accounted for using the acquisition method of accounting. Twin River will be treated as the acquirer for accounting purposes.
Material U.S. Federal Income Tax Consequences (Page 168)
Dover Downs and Twin River believe that the Mergers, taken together as an integrated transaction, will meet the applicable requirements and constitute a “reorganization” within the meaning of Section 368(a) of the Code. Subject to the limitations and qualifications described in “Material U.S. Federal Income
18

Tax Consequences — Tax Consequences of the Mergers,” the U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (as each is defined herein) of Dover Downs Stock generally will be as described below.
Assuming that the Mergers constitute a reorganization, a U.S. holder of Dover Downs Stock will not recognize gain or loss on the exchange of its Dover Downs Stock for shares of Twin River common stock pursuant to the Merger, except with respect to cash received in lieu of a fractional share of Twin River common stock. A non-U.S. holder exchanging its Dover Downs Stock for shares of Twin River common stock pursuant to the Merger generally will not be subject to U.S. federal income tax in respect of the Merger, unless a non-U.S. holder is subject to FIRPTA Tax (as defined herein).
For a more detailed discussion of the material U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Consequences” beginning on page 168.
The tax consequences of the Merger for any particular Dover Downs stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, Dover Downs stockholders are urged to consult their tax advisors to determine the U.S. federal income tax consequences of the Merger to them, as well as the estate, gift, state, local or non-U.S. tax consequences of the Merger.
Dover Downs stockholders are strongly urged to consult with their tax advisors regarding the tax consequences of the Merger to them, including the effects of U.S. federal, state and local, foreign and other tax laws.
Federal Securities Law Consequences (Page 72)
All Twin River common stock received by Dover Downs stockholders upon consummation of the Merger will be freely tradable without restriction under the Securities Act, except that Twin River common stock received in the Merger by persons who become affiliates of Twin River for purposes of Rule 144 under the Securities Act may be transferred by them only pursuant to Rule 144, or as otherwise permitted under the Securities Act.
Risk Factors (Page 24)
You should also carefully consider the risks that are described in the section entitled “Risk Factors” beginning on page 24 of this proxy statement/prospectus.
19

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
The following summary consolidated financial data of Dover Downs and summary consolidated financial data of Twin River are being provided to help you in your analysis of the financial aspects of the Merger. You should read this information in conjunction with the financial information included elsewhere in this proxy statement/prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dover Downs,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Twin River,” “Information About Dover Downs,” “Information About Twin River,” “Selected Historical Consolidated Financial Data of Dover Downs,” “Selected Historical Consolidated Financial Data of Twin River” and “Unaudited Pro Forma Condensed Combined Financial Information.”
Summary Historical Consolidated Financial Data of Dover Downs
The following data of Dover Downs as of September 30, 2018, and for the nine-month periods ended September 30, 2018 and September 30, 2017, have been derived from the unaudited consolidated financial statements of Dover Downs included elsewhere in this proxy statement/prospectus. The following data of Dover Downs as of and for the years ended December 31, 2017 and 2016 have been derived from the audited consolidated financial statements of Dover Downs included elsewhere in this proxy statement/prospectus. This data reflects the adoption of ASU 2014-09 effective January 1, 2018 using the full retrospective method. See Note 3 “Summary of Significant Accounting Policies” in the notes to the Dover Downs audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The summary historical consolidated financial data presented below is not necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. This information is only a summary and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dover Downs,” the consolidated financial statements of Dover Downs and the notes thereto and the unaudited pro forma condensed combined financial information of Dover Downs and Twin River included elsewhere in this proxy statement/prospectus.
Nine Months Ended
September 30,
Years Ended
December 31,
In thousands, except per share data
2018
2017
2017
2016
Income Statement Data
Revenues
$ 133,299 $ 132,114 $ 176,428 $ 181,779
Expenses
133,221 131,982 176,354 179,680
Operating earnings
78 132 74 2,099
Interest expense
(598) (634) (840) (863)
Other income
251 118 147 134
(Loss) earnings before income taxes
(269) (384) (619) 1,370
Income tax (expense) benefit
(120) 83 (523) (612)
Net (loss) earnings
$ (389) $ (301) $ (1,142) $ 758
Comprehensive (loss) income
$ (301) $ (217) $ (1,245) $ 366
Net (loss) earnings per common share
Basic
$ (0.01) $ (0.01) $ (0.04) $ 0.02
Diluted
$ (0.01) $ (0.01) $ (0.04) $ 0.02
As of
September 30,
2018
As of December 31,
In thousands
2017
2016
Balance Sheet Data
Total assets
$ 161,309 $ 161,961 $ 170,518
Cash
$ 10,184 $ 10,714 $ 11,677
Total liabilities
$ 47,188 $ 47,652 $ 55,185
Total stockholders’ equity
$ 114,121 $ 114,309 $ 115,333
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Nine Months
Ended September 30,
Years Ended
December 31,
In thousands
2018
2017
2017
2016
Net Cash provided by (used in):
Operating activities
$ 6,010 $ 4,539 $ 6,700 $ 10,355
Investing activities
$ (3,033) $ (1,767) $ (2,204) $ (2,818)
Financing activities
$ (3,507) $ (3,859) $ (5,459) $ (6,356)
Summary Historical Consolidated Financial Data of Twin River
The following data of Twin River as of September 30, 2018 and for the nine-month periods ended September 30, 2018 and September 30, 2017 have been derived from the unaudited consolidated financial statements of Twin River included elsewhere in this proxy statement/prospectus. The following data of Twin River as of and for the years ended December 31, 2017 and 2016 have been derived from the audited consolidated financial statements of Twin River included elsewhere in this proxy statement/prospectus. This data reflects the adoption of ASU 2014-09 effective January 1, 2018 using the full retrospective method. This information is only a summary and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Twin River,” the consolidated financial statements of Twin River and the notes thereto and the unaudited pro forma condensed combined financial information of Dover Downs and Twin River included elsewhere in this proxy statement/prospectus.
Nine Months Ended
September 30,
Years Ended
December 31,
In thousands, except per share data
2018
2017
2017
2016
Income Statement Data
Net revenue
$ 326,115 $ 321,499 $ 421,053 $ 414,817
Operating costs and expenses
240,163 225,766 297,330 302,361
Income from operations
85,952 95,733 123,723 112,456
Interest expense, net of amounts capitalized and interest
income
(16,131) (17,757) (22,615) (26,403)
Change in fair value of contingent value rights
(2,661)
Income before provision for income
taxes
69,821 77,976 101,108 83,392
Provision for income taxes
(20,513) (34,883) (38,861) (38,553)
Net income
49,308 43,093 62,247 44,839
Deemed dividends related to change in fair value of common stock subject to possible redemption
(1,574) (1,676) (2,344) (1,028)
Net income applicable to common stockholders
$ 47,734 $ 41,417 $ 59,903 $ 43,811
Net income per share
Basic
$ 5.18 $ 4.54 $ 6.57 $ 4.68
Diluted
$ 4.95 $ 4.31 $ 6.23 $ 4.46
September 30,
2018
December 31,
In thousands
2017
2016
Balance Sheet Data
Cash and cash equivalents
$ 78,589 $ 85,814 $ 55,360
Total assets
$ 793,712 $ 718,134 $ 640,891
Total liabilities
$ 547,828 $ 532,278 $ 520,328
Total shareholders’ equity and temporary equity
$ 245,884 $ 185,856 $ 120,563
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Nine Months Ended
September 30,
Years Ended
December 31,
In thousands
2018
2017
2017
2016
Net cash provided by (used in)
Operating activities
$ 82,045 $ 76,679 $ 107,832 $ 70,692
Investing activities
$ (97,902) $ (25,266) $ (47,485) $ (12,177)
Financing activities
$ 8,563 $ (35,464) $ (28,933) $ (85,869)
Summary Unaudited Pro Forma Condensed Combined Financial Data
The following summary unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the Combined Company’s condensed financial position or results of operations actually would have been had the Merger been completed as of the dates indicated. In addition, the summary unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Combined Company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 24 of this proxy statement/prospectus. The following summary unaudited pro forma condensed combined financial information should be read in conjunction with the sections entitled “Selected Historical Consolidated Financial Data of Twin River,” “Selected Historical Consolidated Financial Data of Dover Downs” and “Unaudited Pro Forma Condensed Combined Financial Information” and the related notes.
The following summary pro forma condensed combined statements of income data for the year ended December 31, 2017 and the nine months ended September 30, 2018 assume the business combination was completed on January  1, 2017 (in thousands, except per share amounts):
Year Ended
December 31,
2017
Pro forma net revenues
$ 597,977
Pro forma net income applicable to common stockholders
$ 61,042
Pro forma net income per share
Basic
$ 6.19
Diluted
$ 5.89
Cash dividends per share
$
Nine Months
Ended
September 30,
2018
Pro forma net revenues
$ 459,414
Pro forma net income applicable to common stockholders
$ 52,517
Pro forma net income per share
Basic
$ 5.27
Diluted
$ 5.05
Cash dividends per share
$
22

The following pro forma book value per share as of September 30, 2018 assumes the business combination was completed on September 30, 2018:
Historical
Pro Forma
Combined
Twin River
As of
September 30,
2018
Dover Downs
As of
September 30,
2018
Twin River
As of
December 31,
2017
Dover Downs
As of
December 31,
2017
As of
September 30,
2018
Book value per share
$ 24.48 $ 3.43 $ 22.61 $ 3.46 $ 29.72(a)
(a)
Pro forma book value per share of  $29.72 as of September 30, 2018 is calculated by dividing pro forma stockholders’ equity of  $307.0 million by Twin River’s outstanding common shares of 9,582,006 and the issuance of 748,632 common shares of Twin River common stock to Dover Downs in connection with the Merger, or 10,330,638 pro forma outstanding shares. Pro forma stockholders’ equity and the number of shares of Twin River common stock to be issued to Dover Downs stockholders in connection with the Merger were derived from the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus.
Historical Common Stock Market Price
Historical market price data for Twin River common stock has not been presented as there is no established trading market in Twin River common stock.
Shares of Dover Downs common stock currently trade on the NYSE under the symbol “DDE.” Shares of Dover Downs Class A common stock are not publicly traded but are freely convertible on a one-for-one basis into common stock at any time at the option of the holder thereof. There were (1) 549 holders of record of Dover Downs common stock and (2) 11 holders of record of Dover Downs class A common stock at the close of business on November 30, 2018. A number of Dover Downs stockholders hold their shares in “street name;” therefore Dover Downs believes that there are substantially more beneficial owners of Dover Downs Stock. Dover Downs did not pay any dividends on its common stock in 2017, 2016 or 2015.
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RISK FACTORS
In determining whether to vote for the proposals at the meeting, you should carefully consider each of the following risks and all of the other information contained in this proxy statement/prospectus and the annexes hereto. The risks described below are not the only risks that Dover Downs and Twin River currently face or that the Combined Company will face after the completion of the Merger. Additional risks and uncertainties not currently known or that are currently expected to be immaterial also may materially and adversely affect Dover Downs’, Twin River’s or the Combined Company’s business and financial condition or the price of Twin River common stock following the completion of the Merger.
Risks Relating to the Merger
The market price for the Combined Company’s common stock may be affected by factors different from those that have historically affected Dover Downs Stock.
Following the Merger, Dover Downs stockholders will become stockholders of Twin River. The Combined Company’s business will differ from that of Dover Downs, and accordingly the results of operations of the Combined Company following the Merger will be affected by some factors that are different from those currently affecting the results of operations of Dover Downs. Further, Dover Downs is currently a public company and Twin River is currently a privately held company. Following the completion of the Merger, Twin River will be a public company, and its business and operations, including the business and operations conducted by Dover Downs prior to the completion of the Merger, will be subject to public company requirements, including Exchange Act reporting requirements, compliance with the standards contemplated by Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the rules promulgated thereunder by the SEC. The market price of the Combined Company’s common stock may be affected by the Combined Company’s ability to comply with such requirements, which will not have been applicable to Twin River prior to the completion of the Merger. This proxy statement/prospectus describes the business of Twin River and Dover Downs and also describes important factors to consider in connection with those businesses and the business of the Combined Company. For a discussion of these matters, see, for example, the sections entitled “Information About Dover Downs,” “Information About Twin River,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dover Downs,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Twin River,” “Index to Financial Statements” and “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus.
Dover Downs stockholders cannot be sure of the market price of the Twin River common stock they will receive as consideration in the Merger.
Upon completion of the Merger, Dover Downs stockholders will receive shares of Twin River common stock. Shares of Twin River common stock are not currently listed for trading on a national securities exchange, although such shares will be approved for listing on the NYSE or Nasdaq prior to the completion of the Merger.
The trading price of a share of Twin River common stock is currently uncertain, and there can be no assurance as to the values at which shares of the Combined Company’s common stock will publicly trade. In addition, after completion of the Merger, the trading price of the Combined Company’s common stock will be dependent on a number of factors, including general market and economic conditions, changes in the Dover Downs and Twin River businesses prior to the completion of the Merger and their operations and prospects and regulatory considerations, among other factors. Some of these factors and conditions are beyond the control of Dover Downs and Twin River.
In addition, although the shares of Twin River common stock issuable in the Merger will be listed on the NYSE or Nasdaq upon completion of the Merger, an active public market may not develop or be sustained after the completion of the Merger given that Dover Downs stockholders will receive only 7.225% of the outstanding Twin River common stock. These circumstances could affect the ability to sell, or depress the market price of, shares of the Combined Company’s common stock. Twin River cannot predict the extent to which a trading market will develop or how liquid that market might become.
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The exchange ratio is fixed and will not be adjusted up or down based on the market price of Dover Downs common stock or the value of a share of class A common stock.
Because the exchange ratio was fixed at the time that the Merger Agreement was signed, the number of shares that Dover Downs stockholders will receive in the Merger will not be adjusted as a result of any changes in the market price of a share of Dover Downs common stock or the value of a share of class A common stock prior to the consummation of the Merger.
Dover Downs stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.
Dover Downs stockholders currently have the right to vote in the election of the board of directors of Dover Downs and on other matters affecting Dover Downs. Upon the completion of the Merger, each Dover Downs stockholder who receives shares of Twin River common stock will become a stockholder of Twin River with a percentage ownership of Twin River that is much smaller than the stockholder’s current percentage ownership of Dover Downs. Further, upon the completion of the Merger, each owner of Dover Downs class A common stock who received shares of Twin River common stock will not only own a smaller percentage of the Combined Company, but will have significantly reduced voting power as a result of no longer holding 10 votes per share. Based on the estimated number of shares of Dover Downs Stock and Twin River common stock outstanding immediately prior to the closing of the Merger, it is anticipated that, upon closing, existing Twin River stockholders will own 92.775% of the outstanding shares of Twin River common stock, and former Dover Downs stockholders will own 7.225% of the outstanding shares of Twin River common stock, in each case on a fully diluted basis. Consequently, Dover Downs stockholders, as a group, will exercise less influence over the management and policies of the Combined Company than they currently may have over the management and policies of Dover Downs. For additional information, see “Description of Twin River Capital Stock” and “Certain Beneficial Owners of Twin River Common Stock.”
Twin River may fail to realize the anticipated benefits of the Merger.
The success of the Merger will depend on, among other things, Twin River’s ability to combine the businesses of Dover Downs and Twin River in a manner that permits growth opportunities and does not materially disrupt the existing businesses of Dover Downs or Twin River. If Twin River is not able to successfully achieve these objectives, it may not be able to realize the anticipated cost savings and synergies related to the Merger. The anticipated benefits of the Merger, including elimination of certain corporate overhead redundancies and improved property level efficiencies, may not be realized fully or at all or may take longer to realize than expected. Dover Downs and Twin River have operated and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process could result in the disruption of Dover Downs’ or Twin River’s ongoing businesses or cause issues with standards, controls, procedures and policies that adversely affect the ability of Dover Downs or Twin River to maintain relationships with customers and employees or to achieve the anticipated benefits of the Merger.
The market price of Twin River common stock may decline if, among other factors, the integration of the Dover Downs and Twin River businesses is unsuccessful, operational cost savings estimates are not realized or the transaction costs related to the Merger are greater than expected. The market price of Twin River common stock also may decline if Twin River does not achieve the perceived benefits of the Merger as rapidly as, or to the extent, anticipated by industry analysts or if the effect of the Merger on Twin River’s financial results is not consistent with the expectations of industry analysts.
The closing of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed.
The closing of the Merger is subject to a number of conditions as set forth in the Merger Agreement that must be satisfied or waived, including, among other things, (1) approval of the Merger Agreement and the Merger by the affirmative vote of  (A) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote on the Merger and (B) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote on the Merger other than the Designated Stockholders, (2) receipt of regulatory approvals, (3) the absence of orders prohibiting completion of the
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Merger, (4) effectiveness of a registration statement relating to the issuance of Twin River common stock in the Merger, (5) approval of the shares of Twin River common stock to be issued to Dover Downs stockholders for listing on the NYSE or if such shares do not meet the qualifications for listing on the NYSE, then on Nasdaq, (6) the continued accuracy of representations and warranties by both parties (subject to applicable materiality qualifiers) and (7) the performance by both parties, in all material respects, of their covenants and agreements. In addition, if the Merger is not completed by April 22, 2019 (or July 22, 2019 if all conditions to closing have been satisfied other than receipt of regulatory approvals), either Dover Downs or Twin River may choose not to proceed with the Merger. There can be no assurance as to whether or when the conditions to the closing of the Merger will be satisfied or waived or as to whether or when the Merger will be consummated.
Termination of the Merger Agreement could negatively impact Dover Downs and Twin River.
If the Merger is not completed for any reason, including as a result of Dover Downs stockholders failing to approve the Merger Proposal, the ongoing businesses of Dover Downs may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, Dover Downs would be subject to a number of risks, including the following:

Dover Downs may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the Merger will be completed);

Dover Downs may experience negative reactions from its customers, regulators and employees;

Dover Downs will be required to pay certain costs relating to the Merger, whether or not the Merger is completed; and

matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by Dover Downs management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Dover Downs as an independent company.
If the Merger Agreement is terminated and the Dover Downs board of directors seeks another merger, business combination or other transaction, Dover Downs stockholders cannot be certain that Dover Downs will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Dover Downs stockholders would receive in the Merger. Under specified circumstances, Dover Downs will be required to pay Twin River a termination fee upon the termination of the Merger Agreement. See the sections entitled “The Merger Agreement — Expenses and Termination Fee” beginning on page 87 of this proxy statement/prospectus for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when the termination fee and expense payment may be payable by Dover Downs.
Dover Downs and Twin River will be subject to business uncertainties and contractual restrictions while the Merger is pending.
Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on Dover Downs or Twin River. These uncertainties may impair Dover Downs’ or Twin River’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with Dover Downs or Twin River to seek to change existing business relationships, cease doing business with Dover Downs or Twin River or cause potential new customers to delay doing business with Dover Downs or Twin River until the Merger has been successfully completed. Retention of certain employees may be challenging during the pendency of the Merger, as certain employees may experience uncertainty about their future roles or compensation structure. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Twin River’s business following the Merger could be negatively impacted. In addition, the Merger Agreement restricts Dover Downs and Twin River from making certain acquisitions and taking other specified actions, without the consent of the other party, until the Merger is completed. These restrictions may prevent Dover Downs or Twin River from pursuing attractive business opportunities that may arise prior to the
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completion of the Merger. See “The Merger Agreement — Conduct of Business” and “The Merger Agreement — Other Covenants and Agreements” beginning on pages 78 and 84, respectively, for a description of the restrictive covenants applicable to Dover Downs and Twin River.
Dover Downs directors and officers may have certain interests in the Merger that are different from, or in addition to, interests of Dover Downs stockholders. These interests may be perceived to have affected their decision to support or approve the Merger.
The interests of some of the directors and officers of Dover Downs may be different from those of Dover Downs stockholders, and directors and officers of Dover Downs may be participants in arrangements that are different from, or are in addition to, those of Dover Downs stockholders. These interests may present such directors or officers with actual or potential conflicts of interest. These interests include the continued employment of certain officers, service on the Twin River board of directors and continued indemnification and insurance with respect to claims arising out of or from services to Dover Downs. These interests also include the continuation of arrangements between Dover Downs and DVD. The Dover Downs board of directors was aware of and considered these interests when it determined that the terms of the Merger Agreement and the transactions contemplated thereby were in the best interests of, Dover Downs and its stockholders, and recommended that Dover Downs stockholders approve the Merger Proposal and the transactions contemplated by the Merger Agreement. For a more detailed description of these interests, see “Interests of the Directors and Executive Officers of Dover Downs in the Merger” beginning on page 162.
The Merger Agreement contains restrictions on the ability of Dover Downs to pursue other alternatives to the Merger.
The Merger Agreement contains non-solicitation provisions that, subject to limited exceptions, restrict the ability of Dover Downs to solicit, initiate or knowingly facilitate any inquiries regarding any third-party offer or proposal that might reasonably be expected to lead to a takeover proposal. Further, subject to limited exceptions, consistent with applicable law, the Merger Agreement provides that the Dover Downs board of directors will not withhold, withdraw or modify in a manner adverse to Twin River its recommendation that Dover Downs stockholders vote in favor of the Merger Proposal, and in specified circumstances, if Twin River requests, Twin River has a right to negotiate with Dover Downs in order to match any competing takeover proposals that may be made. Although the Dover Downs board of directors is permitted to take certain actions in response to a superior proposal or a takeover proposal that is reasonably likely to result in a superior proposal if it determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, doing so in specified situations could require Dover Downs to pay to Twin River a termination fee of  $3 million. See the sections entitled “The Merger Agreement — No Solicitation of Alternative Proposals” beginning on page 80 of this proxy statement/​prospectus and “The Merger Agreement — Termination of the Merger Agreement” beginning on page 86 of this proxy statement/prospectus for a more complete discussion of these restrictions and consequences.
Such provisions could discourage a potential acquirer that might have an interest in making a proposal from considering or proposing any such transaction, even if it were prepared to pay consideration with a higher value to Dover Downs stockholders than that to be paid in the Merger. The requirement to pay the termination fee or expense payment to Twin River in certain circumstances may result in a potential acquirer proposing to pay a lower per share price to acquire Twin River than it might otherwise have proposed to pay.
The unaudited pro forma condensed combined financial information included in this proxy statement/​prospectus is unaudited and the actual financial condition and results of operations after the Merger may differ materially.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Dover Downs identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The
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purchase price allocation reflected in this proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Dover Downs as of the date of the completion of the Merger. Accordingly, the final acquisition accounting adjustments may differ materially from the unaudited pro forma adjustments reflected in this proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 92.
The unaudited projections of Dover Downs and Twin River are based on various assumptions that may not prove to be correct.
The unaudited projections included under “The Merger — Certain Unaudited Projections” beginning on page 66 are based on assumptions of, and information available to, Dover Downs and Twin River at the time they were prepared. Neither Dover Downs nor Twin River know whether the assumptions they each made will prove correct. Any or all of such information may turn out to be wrong. The future financial results of Twin River and Dover Downs’ business, separately and together giving effect to the Merger, may differ materially from those expressed in the Projections (as defined herein) due to factors that are beyond Dover Downs’ or Twin River’s ability to control or predict. In view of these uncertainties, the inclusion of the Projections in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will be achieved. The Projections were not prepared with a view towards public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the independent registered public accounting firms of Dover Downs or Twin River nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and the independent accounting firms of Dover Downs and Twin River assume no responsibility for, and disclaim any association with, the Projections. See “The Merger — Certain Unaudited Projections” beginning on page 66 for more information.
Dover Downs and Twin River will incur substantial transaction-related costs in connection with the Merger.
Dover Downs and Twin River have incurred, and expect to continue to incur, a number of non-recurring transaction-related costs associated with completing the Merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, severance and benefit costs, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of Dover Downs and Twin River. These costs may be higher than expected and could have a material adverse effect on Dover Downs’ and Twin River’s financial conditions and operating results.
Dover Downs and Twin River currently expect transaction related fees to be approximately $24.8 million. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset these and other incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.
Third parties may terminate or alter existing contracts or relationships with Dover Downs.
Dover Downs has contracts with customers, suppliers, vendors, landlords, licensors and other business partners which may require Dover Downs to obtain consents from these other parties in connection with the Merger. If consents under these agreements cannot be obtained, Dover Downs may suffer a loss of potential future revenues and may lose rights that are material to its respective businesses and the business of the Combined Company. In addition, third parties with whom Dover Downs currently has relationships may terminate or otherwise reduce the scope of their relationship with Dover Downs in anticipation of or following the Merger. Any such disruptions could limit the Combined Company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Merger or the termination of the Merger Agreement.
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A lawsuit has been filed challenging the Merger, and additional lawsuits may be filed in the future. An adverse ruling in any such lawsuit may delay the Merger or prevent the Merger from being completed.
A lawsuit has been filed by a purported stockholder of Dover Downs against Dover Downs and certain of its directors and officers challenging the Merger. The action alleges, among other things, that Dover Downs failed to provide adequate disclosures about the proposed Merger in violation of Sections 14(a) and 20(a) of, and Rule 14a-9 under, the Exchange Act. The action seeks, among other things, to enjoin the consummation of the Merger. Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future. One of the conditions to completion of the Merger is the absence of any applicable law (including any order) being in effect that prohibits consummation of the Merger. Accordingly, if any plaintiff in any such litigation is successful in obtaining an order that prohibits consummation of the Merger, then such order may prevent the Merger from being completed, or from being completed within the expected timeframe. Management currently believes that this lawsuit is without merit, and that there is a remote likelihood of a material loss arising from this matter. However, the outcome of any such legal proceeding is inherently uncertain and the defense or settlement of any lawsuit or claim may have a material adverse effect on Dover Downs’ business, financial condition or results of operations.
Risks Related to the Combined Company’s Capital Structure and Equity Ownership
Dover Downs’ and Twin River’s credit facilities contain, and the Combined Company’s future debt agreements will contain, covenants that could significantly restrict the Combined Company’s operations.
Dover Downs’ and Twin River’s credit facilities include, and the Combined Company’s future debt agreements will include, financial and other covenants. Their ability to comply with these provisions may be affected by general economic conditions, industry conditions and other events beyond their control. There can be no assurance that any party will be able to comply with these covenants. The failure to comply with a financial covenant or other restrictions contained in the agreements governing the indebtedness, may result in an event of default. An event of default could result in acceleration of some or all of the applicable indebtedness and the inability to borrow additional funds. The Combined Company does not have, and cannot be certain it would be able to obtain, sufficient funds to repay any such indebtedness if it is accelerated. Additionally, the Combined Company’s future debt agreements might contain numerous covenants imposing financial and operating restrictions on its business. These restrictions might affect its ability to operate its business, might limit its ability to take advantage of potential business opportunities as they arise and might adversely affect the conduct of its current business, including by restricting its ability to finance future operations and capital needs and limiting its ability to engage in other business activities.
The Combined Company’s existing and future indebtedness may limit its operating and financial flexibility.
The Combined Company would have had, on a pro forma basis, indebtedness of  $404.6 million as of September 30, 2018, substantially all of which is secured indebtedness. This indebtedness may have important negative consequences for the Combined Company, including:

limiting its ability to satisfy its obligations;

increasing its vulnerability to general adverse economic and industry conditions;

limiting its flexibility in planning for, or reacting to, changes in its businesses and the markets in which it conducts its business;

increasing its vulnerability to, and limiting its ability to react to, changing market conditions, changes in its industry and economic downturns;

limiting its ability to obtain additional financing to fund its working capital requirements, capital expenditures, debt service, general corporate or other obligations;

subjecting it to a number of restrictive covenants that, among other things, limit its ability to pay dividends and distributions, make acquisitions and dispositions, borrow additional funds and make capital expenditures and other investments;
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limiting its ability to use operating cash flow in other areas of its business because it must dedicate a significant portion of these funds to make principal and/or interest payments on its outstanding debt;

exposing it to interest rate risk due to the variable interest rate on borrowings under its credit facility;

causing its failure to comply with the financial and restrictive covenants contained in its current or future indebtedness, which could cause a default under that indebtedness and which, if not cured or waived, could have a material adverse effect on the Combined Company; and

affecting its ability to renew gaming and other licenses necessary to conduct its business.
Servicing debt and funding other obligations requires a significant amount of cash, and the Combined Company’s ability to generate sufficient cash depends on many factors, some of which will be beyond its control.
The Combined Company’s ability to make payments on and refinance its indebtedness and to fund its operations and capital expenditures depends upon its ability to generate cash flow and secure financing in the future. The Combined Company’s ability to generate future cash flow depends, among other things, upon:

its future operating performance;

general economic conditions;

competition; and

legislative and regulatory factors affecting its operations and business.
Some of these factors will be beyond the control of the Combined Company. There can be no assurance that the Combined Company’s businesses will generate cash flow from operations or that future debt or equity financings will be available to it to enable it to pay its indebtedness or to fund other needs. The inability to generate cash flow could result in the Combined Company needing to refinance all or a portion of its indebtedness on or before maturity. If needed, there can be no assurance that the Combined Company will be able to refinance any of its indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance its indebtedness on favorable terms could have a material adverse effect on the Combined Company’s financial condition.
The market price of the Combined Company’s common stock could fluctuate significantly.
There have been periods of time when the U.S. securities markets have experienced significant price fluctuations. These price fluctuations may be day-to-day or they may last for extended periods of time. Significant price fluctuations in the securities markets as a whole may cause the market price of the Combined Company’s common stock to be volatile and subject to wide fluctuations. Historically, Twin River has been a privately held company without an active market for its shares. Twin River believes that some shareholders desire to sell shares that they have held for a substantial period of time. The trading volume of the Combined Company’s common stock may fluctuate and cause significant price variations to occur. Additional factors that could cause fluctuations in, or have a material adverse effect on, the stock price or trading volume of the Combined Company’s common stock include:

general market and economic conditions, including market conditions in the gaming and hotel industries;

actual or expected variations in quarterly operating results;

differences between actual operating results and those expected by investors and analysts;

sales of Twin River’s common stock by current shareholders looking to liquidate in the public market;

changes in recommendations by securities analysts;
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operations and stock performance of competitors;

accounting charges, including charges relating to the impairment of goodwill;

significant acquisitions or strategic alliances by the Combined Company or by competitors;

sales of Twin River’s common stock, including sales by Twin River’s directors and officers or significant investors; and

recruitment or departure of key personnel.
There can be no assurance that the stock price of the Combined Company’s common stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to the Combined Company’s performance.
Twin River has not yet determined the dividend policy for the Combined Company.
Twin River has not yet determined the dividend policy for the Combined Company. Twin River has not historically paid regular dividends. However, its board of directors is currently contemplating the Combined Company’s dividend policy and the Combined Company may pay dividends in the future. Any determination to pay dividends in the future will be at the discretion of the Combined Company’s board of directors and will depend upon among other factors, the Combined Company’s earnings, cash requirements, financial condition, requirements to comply with the covenants under its debt instruments and the Regulatory Agreement (as defined herein), legal considerations, and other factors that the Combined Company’s board of directors deems relevant. If the Combined Company does not pay dividends, then the return on an investment in its common stock will depend entirely upon any future appreciation in its stock price. There is no guarantee that Twin River’s common stock will maintain its value or appreciate in value.
Twin River is a holding company and will depend on its subsidiaries for dividends, distributions and other payments.
At the completion of the Merger, Twin River will be structured as a holding company, a legal entity separate and distinct from its subsidiaries. Twin River’s only significant asset is the capital stock or other equity interests of its operating subsidiaries. As a holding company, Twin River will conduct all of its business through its subsidiaries. Consequently, Twin River’s principal source of cash flow, including cash flow to pay dividends, will be dividends and distributions from its subsidiaries. If Twin River’s subsidiaries are unable to make dividend payments or distributions to it and sufficient cash or liquidity is not otherwise available, Twin River may not be able to pay dividends. In addition, Twin River’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors.
A market downturn may negatively impact the Combined Company’s access to financing.
During recent years the U.S. economy has come out of recession. However, such recent positive indications could prove temporary and a downturn could occur. Some believe that the equity markets are overvalued. A downturn in the financial markets or market volatility could negatively impact the Combined Company’s ability to access capital and financing (including financing necessary to refinance the Combined Company’s existing indebtedness), on terms and at prices acceptable to it, that the Combined Company would otherwise need in connection with the operation of its businesses.
As an emerging growth company, the Combined Company intends to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in the Combined Company’s common stock being less attractive to investors.
The Combined Company will be an “emerging growth company,” as defined in the Jumpstart Our Business Startups (JOBS) Act and the Combined Company intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to not being required to comply with the auditor
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attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced financial reporting requirements. Twin River cannot predict if investors will find the Combined Company common stock less attractive because the Combined Company will rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for the Combined Company’s common stock, the Combined Company’s stock price may be more volatile and it may be difficult for the Combined Company to raise additional capital as and when the Combined Company needs it. If the Combined Company is unable to raise additional capital as and when the Combined Company needs it, the Combined Company’s financial condition and results of operations may be materially and adversely affected.
The Combined Company may take advantage of these reporting exemptions until the Combined Company is no longer an emerging growth company, which in certain circumstances could be for up to five years. The Combined Company will remain an “emerging growth company” until the earliest of  (1) the last day of the first fiscal year in which the Combined Company’s annual gross revenues exceed $1.07 billion, (2) the date that the Combined Company becomes a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of the Combined Company’s shares that are held by non-affiliates exceeds $700 million as of the last business day of the Combined Company’s most recently completed second fiscal quarter, (3) the date on which the Combined Company has issued more than $1.0 billion in nonconvertible debt during the preceding three-year period and (4) the last day of the Combined Company’s fiscal year containing the fifth anniversary of the date on which shares of the Combined Company’s common stock become publicly traded in the United States.
The Combined Company will incur increased costs and become subject to additional regulations and requirements as a result of being a public company, and the Combined Company’s management will be required to devote substantial time to new compliance matters, which could lower the Combined Company’s profits or make it more difficult to run its business.
As a public company, the Combined Company will incur significant legal, accounting and other expenses that Twin River did not incur as a private company, and these expenses may increase even more after the Combined Company is no longer an “emerging growth company.” The Combined Company will also incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and the national securities exchange on which the Combined Company’s stock will trade. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. The Combined Company expects these rules and regulations to increase its legal and financial compliance costs and to make some activities more time-consuming and costly, although it is currently unable to estimate these costs with any degree of certainty. In addition, the Combined Company will not be a smaller reporting company or a controlled company and as such will not be able to take advantage of the scaled disclosure requirements to which Dover Downs is currently subject. The Combined Company’s management will need to devote a substantial amount of time to ensure that it complies with all of these requirements.
The Combined Company will be obligated to develop and maintain proper and effective internal control over financial reporting and any failure to do so may adversely affect investor confidence in the Combined Company and, as a result, the value of the Combined Company’s common stock.
Following a transition period afforded to companies that were not previously SEC reporting companies, the Combined Company will be required by Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, its assessment of the effectiveness of its internal control over financial reporting. The assessment will need to include disclosure of any material weaknesses identified by the Combined Company’s management in the Combined Company’s internal control over financial reporting. The Combined Company also will be required to disclose significant changes made in its internal control procedures on a quarterly basis. The process of designing, implementing and testing internal controls over financial reporting is time consuming, costly and complicated. However, for as long as the Combined Company remains an emerging growth company as defined in the JOBS Act, the Combined Company intends to take advantage of the exemption permitting the Combined Company not to comply with the independent registered public accounting firm attestation requirement.
Twin River’s independent registered public accounting firm believes that Twin River had a material weakness in internal control over financial reporting when it prepared financial statements as a private
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company relating to non-cash stock based compensation. Twin River remediated the issue in 2018 by retaining an accounting consulting firm to provide additional depth and breadth in its technical accounting and financial reporting capabilities which it intends to continue to retain until permanent technical accounting resources are identified and hired. No assurance can be given as to the timing for Twin River to recruit additional qualified accounting and finance personnel to provide needed levels of expertise in its internal accounting function.
If the Combined Company is unable to successfully remediate any future deficiencies or weaknesses in its internal control over financial reporting, or if it identifies any additional deficiencies or weaknesses, the accuracy and timing of the Combined Company’s financial reporting could be adversely affected, the Combined Company may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in the Combined Company’s financial reporting and/or the Combined Company’s stock price may decline as a result.
Future sales of Twin River common stock in the public market by existing holders of Twin River common stock could cause volatility in the price of Twin River common stock or cause the share price to fall.
Many of Twin River’s stockholders have held Twin River shares since Twin River emerged from reorganization proceedings in 2010, and one of the reasons that the Twin River board of directors determined to pursue the Merger was to enable Twin River shares to be listed and traded on a national securities exchange. Management of Twin River believes that a significant portion of its outstanding shares will be eligible for resale under Rule 144 following the completion of the Merger. If holders of Twin River common stock sell or offer to sell substantial amounts of Twin River common stock in the public market following the Merger, the market price of Twin River common stock could be extremely volatile. The perception in the public market that holders of Twin River common stock might sell a significant number of shares of common stock could also create a perceived overhang and depress the Combined Company’s market price.
Risks Relating to the Combined Company Following the Merger
The Combined Company’s business will be particularly sensitive to reductions in consumers’ discretionary spending as a result of competition, downturns in the economy or other changes it cannot accurately predict.
Consumer demand for casinos and casino hotel properties, such as those of Twin River and Dover Downs, is sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities. Any adverse change in general economic conditions can adversely affect consumer spending, which can have a negative impact on the ability of the Combined Company to generate revenues from its operations. Increases in gasoline prices, including increases prompted by global political and economic instabilities, can adversely affect its operations because most of its patrons travel to its properties by car. Adverse developments affecting economies throughout the world, including a general tightening of the availability of credit, increasing energy costs, rising prices, inflation, acts of war or terrorism, natural disasters, declining consumer confidence or significant declines in the stock market could lead to a reduction in discretionary spending on entertainment and leisure activities, which could adversely affect the Combined Company’s business, financial condition and results of operations.
Various competitive properties have opened or will be opening in the future that may affect Twin River’s flagship casino in Rhode Island. In November 2011, the Expanded Gaming Act was signed into law in Massachusetts, which allows up to three commercial destination resort casinos located in three geographically diverse regions across the state and a single slots facility for one location statewide. In February 2014, the Massachusetts Gaming Commission awarded the slots-only gaming license to Plainridge Park Casino in Plainville which opened in June 2015. In the third quarter of this year, MGM opened the $1.0 billion Springfield resort casino in Springfield, Massachusetts and the $2.5 billion Wynn resort casino near Boston (“Encore-Boston”) is scheduled to open in 2019. Twin River has taken various steps designed to increase its competitive position, including building a hotel adjacent to its Twin River Casino facility near Providence, Rhode Island, constructing a new facility in Tiverton, Rhode Island and obtaining regulatory approvals on changes in gaming operations designed to bolster Twin River’s
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competitive position. There can be no assurance that these steps will be effective or as to the ultimate effect of this additional competition. Construction of a tribal casino in Taunton, Massachusetts is currently on hold following a U.S. Department of the Interior ruling in September 2018 regarding the validity of the tribe’s land in trust. The tribe has initiated litigation challenging this decision in the U.S. District Court. Further, companion Senate and House bills have been introduced in Congress that would award the land in trust to the tribe and prevent any further litigation, including pending cases, with regard to its status. The outcome of this litigation and the likelihood of the proposed legislation is inherently uncertain. The Massachusetts law allows the Massachusetts Gaming Commission (“MGC”) at its discretion to award one additional commercial casino license, limited to the southeast region of the Commonwealth. The MGC is currently soliciting public comment on this issue as it continues to evaluate whether to issue such license.
The inherent uncertainty concerning the effects of competition in Massachusetts and elsewhere on the Combined Company may adversely affect trading prices for the Combined Company’s shares or its ability to pursue potential strategic transactions.
The gaming industry is very competitive and increased competition, including through legislative legalization or expansion of gaming by states in or near where the Combined Company owns facilities or through Native American gaming facilities and internet gaming, could adversely affect the Combined Company’s financial results.
The Combined Company will face significant competition in all of the areas in which it conducts its business. Increased competitive pressures may adversely affect the Combined Company’s ability to continue to attract customers or affect its ability to compete efficiently.
Several of the facilities on which Twin River and Dover Downs conduct their business are located in jurisdictions that restrict gaming to certain areas and/or may be affected by state laws that currently prohibit or restrict gaming operations. The Combined Company also faces the risk that existing casino licensees will expand their operations and the risk that Native American gaming will continue to grow. Budgetary pressures faced by state governments could lead to intensified political pressures for the legalization of gaming in jurisdictions where it is currently prohibited. The legalization of gaming in such jurisdictions could be an expansion opportunity for the Combined Company’s business, or create competitive pressures, depending on where the legalization occurs and the Combined Company’s ability to capitalize on it. The Combined Company’s ability to attract customers to the existing casinos which it owns could be significantly and adversely affected by the legalization or expansion of gaming in certain jurisdictions and by the development or expansion of Native American casinos in areas where its customers may visit.
In addition, the Combined Company’s competitors may refurbish, rebrand or expand their casino offerings, which could result in increased competition. In addition, changes in ownership may result in improved quality of the Combined Company’s competitors’ facilities, which may make such facilities more competitive.
Dover Downs and Twin River also compete with other forms of legalized gaming and entertainment such as bingo, pull-tab games, card parlors, sports books, pari-mutuel or simulcast betting on horse and dog racing, state-sponsored lotteries, instant racing machines, VLTs (including racetracks that offer VLTs), video poker terminals and, in the future, the Combined Company may compete with gaming or entertainment at other venues. Furthermore, competition from internet lotteries and other internet wagering gaming services, which allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, could divert customers from the facilities the Combined Company owns and thus adversely affects its business. Such internet wagering services are likely to expand in future years and become more accessible to domestic gamblers as a result of U.S. Department of Justice positions related to the application of federal laws to intrastate internet gaming and initiatives in some states to consider legislation to legalize intrastate internet wagering. The law in this area has been rapidly evolving, and additional legislative developments may occur at the federal and state levels that would accelerate the proliferation of certain forms of internet gaming in the United States.
In addition, in May 2018, the U.S. Supreme Court struck down as unconstitutional the Professional and Amateur Sports Protection Act of 1992, a federal statute enacted to stop the spread of state-sponsored sports gambling. This decision has the effect of lifting federal restrictions on sports wagering and leaves
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jurisdictions to determine the legality of sports wagering. While new federal online gaming legislation has been introduced in Congress from time to time, there has been no federal legislative response to the Supreme Court’s decision.
As a result, Washington D.C., Nevada, Delaware, Mississippi, New Jersey, Pennsylvania, Rhode Island, West Virginia, and New Mexico have passed legislation authorizing fixed-odds sports betting. Twin River’s Rhode Island and Mississippi properties now offer sports wagering pursuant to state law, and will continue to do so at the Combined Company’s Delaware location.
The Combined Company may also face competition from other gaming facilities which are able to offer sports wagering services following the enactment of applicable legislation. A law authorizing sports betting in New York was enacted in 2013, but regulations to implement that law have yet to be promulgated, and a measure to allow for full-scale sports betting failed in June 2018. Numerous states that border the Combined Company’s locations have pending or proposed legislation which would allow for sports betting, including Connecticut, Massachusetts, Maryland, Louisiana, Tennessee, Oklahoma and Kansas, each of which could have an adverse effect on the Combined Company’s financial results.
The Combined Company’s gaming operations will rely heavily on technology services provided by third parties. In the event that there is an interruption of these services to the Combined Company, it may have an adverse effect on the Combined Company’s operations and financial conditions.
Twin River and Dover Downs engage a number of third parties to provide gaming operating systems for the facilities they own. As a result, the Combined Company will rely on such third parties to provide uninterrupted services in order to run its business efficiently and effectively. In the event one of these third parties experiences a disruption in its ability to provide such services (whether due to technological difficulties or power problems), this may result in a material disruption at the casinos which the Combined Company owns and have a material effect on its business, operating results and financial condition.
Any unscheduled interruption in the Combined Company’s technology services is likely to result in an immediate, and possibly substantial, loss of revenues due to a shutdown of its gaming operations, cloud computing and lottery systems. Such interruptions may occur as a result of, for example, catastrophic events or rolling blackouts. The Combined Company’s systems are also vulnerable to damage or interruption from earthquakes, floods, fires, telecommunication failures, hurricanes, terrorist attacks, computer viruses, computer denial-of-service attacks and similar events.
The Combined Company’s business may be harmed from cyber security risk and it may be subject to legal claims if there is loss, disclosure or misappropriation of or access to its guests’ or its business partners’ or its own information or other breaches of its information security.
Twin River and Dover Downs make extensive use of online services and centralized data processing, including through third party service providers. Each of Twin River and Dover Downs have experienced cyber attacks, attempts to breach their systems and other similar incidents. The secure maintenance and transmission of customer information will be a critical element of the Combined Company’s operations. The Combined Company’s information technology and other systems that maintain and transmit guest information, or those of service providers, business partners or employee information may be compromised by a malicious third party penetration of its network security, or that of a third party service provider or business partner, or impacted by intentional or unintentional actions or inactions by its employees, or those of a third party service provider or business partner. As a result, the Combined Company’s guests’ information may be lost, disclosed, accessed or taken without its guests’ consent.
In addition, third party service providers and other business partners process and maintain proprietary business information and data related to the Combined Company’s employees, guests, suppliers and other business partners. The Combined Company’s information technology and other systems that maintain and transmit this information, or those of service providers or business partners, may also be compromised by a malicious third party penetration of its network security or that of a third party service provider or business partner, or impacted by intentional or unintentional actions or inactions by its employees or those of a third party-service provider or business partner. As a result, the Combined Company’s business information, guest, supplier and other business partner data may be lost, disclosed, accessed or taken without their consent.
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Any such loss, disclosure or misappropriation of, or access to, guests’ or business partners’ information or other breach of the Combined Company’s information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on the Combined Company’s reputation and may adversely affect its businesses, operating results and financial condition. Furthermore, the loss, disclosure or misappropriation of the Combined Company’s business information may adversely affect its reputation, businesses, operating results and financial condition.
The Combined Company will be subject to extensive state and local regulation and licensing, and gaming authorities have significant control over its operations, which could have an adverse effect on its business.
Gaming Regulation
The ownership and operation of casino gaming and horseracing facilities are subject to extensive state and local regulation, and regulatory authorities at the state and local levels have broad powers with respect to the licensing of these businesses and may revoke, suspend, condition or limit the Combined Company’s gaming or other licenses, impose substantial fines and take other actions, each of which poses a significant risk to its business, financial condition and results of operations. Dover Downs and Twin River currently hold all state and local licenses and related approvals necessary to conduct their respective present operations, but must periodically apply to renew many of these licenses and registrations. There can be no assurance that the Combined Company will be able to obtain such renewals. Any failure to maintain or renew existing licenses, registrations, permits or approvals would have a material adverse effect on the Combined Company. Furthermore, if additional gaming laws or regulations are adopted, these regulations could impose additional restrictions or costs that could have a significant adverse effect on the Combined Company.
Any of the Rhode Island Department of Business Regulation and the Division of Lotteries of the Rhode Island Department of Revenue, the Mississippi Gaming Commission, the Delaware Gaming Commission or the Colorado Racing Commission may, in their discretion, require certain holders of any securities issued by the Combined Company to file applications, be investigated and be found suitable to own the Combined Company’s securities if it has reason to believe that the security ownership would be inconsistent with the declared policies of its respective state. The Rhode Island regulatory authorities limit the ability of third parties to acquire (1) 5% or more of Twin River common stock, unless the stockholder has been granted a gaming license or the ownership is otherwise approved by the Rhode Island regulatory authorities, (2) 20% or more of Twin River outstanding common stock, unless the acquiring stockholder has been granted a gaming license by the Rhode Island regulatory authorities or such ownership is otherwise approved or (3) as to passive institutional investors, generally 15% or more of Twin River common stock, but in all cases the amount approved by the Rhode Island regulatory authorities with respect to that investor.
The Delaware regulatory authorities will limit the ability of third parties to acquire 10% or more of the Combined Company common stock, or, as to passive institutional investors, up to 15% of the Combined Company common stock, unless the acquiring stockholder has been granted a license by the Delaware regulatory authorities or such ownership is otherwise approved. The Delaware authorities recently adopted regulations substantially similar to those in effect in Rhode Island permitting short-form licensing of institutional shareholders who own up to 15% of a regulated company. The costs of any investigation conducted by any of these or other gaming authorities under these circumstances must be paid by the applicant, and refusal or failure to pay these charges may constitute grounds for a finding that the applicant is unsuitable to own the securities. If any of these or other gaming authorities determines that a person is unsuitable to own the Combined Company’s securities, then, under the applicable gaming or horse racing laws and regulations, the Combined Company could be sanctioned, including the loss of approvals, if, without the prior approval of the applicable gaming authority, the Combined Company conducts certain business with the unsuitable person.
The Combined Company’s officers, directors and key employees will also be subject to a variety of regulatory requirements and various licensing and related approval procedures in the various jurisdictions in which the Combined Company’s subsidiaries manage gaming facilities. If any applicable gaming authority were to find an officer, director, or key employee of the Combined Company unsuitable for
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licensing or unsuitable to continue having a relationship with it, the Combined Company would have to sever all relationships with that person. Furthermore, the applicable gaming authority may require the Combined Company to terminate the employment of any person who refuses to file appropriate applications. Either result could materially adversely affect the Combined Company’s gaming operations.
Applicable gaming laws and regulations may restrict the Combined Company’s ability to issue certain securities, incur debt and undertake other financing activities. Such transactions would generally require notice and/or approval of the applicable gaming authorities, and the Combined Company’s financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which the Combined Company manages gaming facilities. Applicable gaming laws further limit the Combined Company’s ability to engage in certain competitive activities and impose requirements relating to the composition of the Combined Company’s board of directors and senior management personnel. If state regulatory authorities were to find any person unsuitable with regard to his, her or its relationship to the Combined Company or any of its subsidiaries, the Combined Company and its subsidiaries would be required to sever its and their relationships with that person, which could materially adversely affect the Combined Company’s business.
The Combined Company’s operations in Delaware, Colorado and Mississippi are generally subject to significant revenue based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. In addition, from time to time, federal, state and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. Further, worsening economic conditions could intensify the efforts of Delaware, Colorado and Mississippi and applicable local governments to raise revenues through increases in gaming taxes and/or property taxes. It is not possible to determine with certainty the likelihood of changes in tax laws in these jurisdictions or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on the Combined Company’s business, financial condition and results of operations. The large number of state and local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming taxes and/or property taxes, and worsening economic conditions could intensify those efforts. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on the Combined Company’s future financial results.
Other Regulation
State and local authorities will require the Combined Company and its subsidiaries to demonstrate suitability to obtain and maintain various other licenses, and require that the Combined Company have registrations, permits and approvals, to sell alcoholic beverages and tobacco in its facilities and to operate its food service facilities. Although these regulations do not specifically restrict gaming operations, as a practical matter, a failure to maintain any of such licenses, registrations, permits and approvals would make the Combined Company’s gaming facilities less attractive to gaming patrons and could result in substantially reduced revenues.
Failure to comply with the terms of the Rhode Island Regulatory Agreement could result in a breach and could harm the Combined Company’s business.
Twin River is currently a party to a regulatory agreement, which is referred to in this proxy statement/prospectus as the “Regulatory Agreement,” with Rhode Island regulatory agencies. The Regulatory Agreement imposes certain affirmative and negative covenants on Twin River. For more detail on the Regulatory Agreement see the section entitled “Information About Twin River — Governmental Regulation.” A failure to comply with the provisions in the Regulatory Agreement could subject the Combined Company to injunctive or monetary relief, payments to the Rhode Island regulatory agencies and ultimately the revocation or suspension of its licenses to operate in Rhode Island. Any such remedy could have a significant effect on the Combined Company. In addition, the Regulatory Agreement prohibits Twin River and its subsidiaries from owning or managing any properties in Massachusetts, Connecticut or New Hampshire, which may adversely affect the Combined Company’s growth and market opportunity in those states.
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Because Dover Downs and Twin River own real property, the Combined Company will be subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.
Dover Downs and Twin River are subject to various federal, state and local environmental laws and regulations that govern activities that may have adverse environmental effects, such as discharges to air and water, as well as the management and disposal of solid, animal and hazardous wastes and exposure to hazardous materials. These laws and regulations, which are complex and subject to change, include United States Environmental Protection Agency regulations. In addition, Twin River’s horseracing facility is subject to state laws and regulations that address the impacts of manure and wastewater generated by Concentrated Animal Feeding Operations (“CAFO”) on water quality, including, but not limited to, storm water discharges. CAFO regulations include permit requirements and water quality discharge standards. Enforcement of CAFO regulations has been receiving increased governmental attention. Compliance with these and other environmental laws can, in some circumstances, require significant capital expenditures. For example, the Combined Company may incur future costs under existing and new laws and regulations pertaining to storm water and wastewater management at its racetracks. Moreover, violations can result in significant penalties and, in some instances, interruption or cessation of operations.
Dover Downs and Twin River are also subject to laws and regulations that create liability and cleanup responsibility for releases of regulated materials into the environment. Certain of these laws and regulations impose strict, and under certain circumstances joint and several, liability on a current or previous owner or operator of property for the costs of remediating regulated materials on or emanating from its property. The costs of investigation, remediation or removal of those substances may be substantial. The presence of, or failure to remediate properly, such materials may materially adversely affect the ability to sell or rent such property or to borrow funds using such property as collateral. Additionally, as an owner or manager of real property, the Combined Company could be subject to claims by third parties based on damages and costs resulting from environmental contamination at or emanating from third party sites when the owner sent wastes for disposal or treatment. These laws typically impose cleanup responsibility and liability without regard to whether the owner or manager knew of or caused the presence of the contaminants and the liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. In addition, environmental requirements address the impacts of development on wetlands.
The possibility exists that contamination, as yet unknown, may exist on Dover Downs’ or Twin River’s properties. There can be no assurance that the Combined Company will not incur expenditures for environmental investigations or remediation in the future.
The Combined Company operations will be largely dependent on the skill and experience of its management and key personnel. The loss of management and other key personnel could significantly harm its business, and it may not be able to effectively replace members of management who leave the Combined Company.
The Combined Company expects to experience strong competition in hiring and retaining qualified property and corporate management personnel, including competition from Native American gaming facilities that are not subject to the same taxation regimes as it is and therefore may be willing and able to pay higher rates of compensation. From time to time, a number of vacancies in key corporate and property management positions at the Combined Company can be expected. If the Combined Company is unable to successfully recruit and retain qualified management personnel at its facilities or at its corporate level, its results of operations could be adversely affected.
In addition, the Combined Company’s officers, directors and key employees are required to file applications with the gaming authorities in each of the jurisdictions in which it conducts its business and is required to be licensed or found suitable by these gaming authorities. If the gaming authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with the Combined Company, it would have to sever all relationships with that person. Furthermore, the gaming authorities may require the Combined Company to terminate the employment of any person who refuses to file appropriate applications. Either result could significantly impair the Combined Company’s operations.
The Combined Company is subject to risks relating to mechanical failure
All of the Combined Company’s facilities will generally be subject to the risk that operations could be halted for a temporary or extended period of time, as the result of casualty, forces of nature, mechanical
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failure, or extended or extraordinary maintenance, among other causes. In addition, the Combined Company’s gaming operations could be damaged or halted due to extreme weather conditions. These risks are particularly pronounced at Twin River’s Hard Rock Biloxi property because of its location adjacent to water and the potential for hurricanes in the Gulf of Mexico.
The Combined Company is or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact its business and financial condition
From time to time, Dover Downs and Twin River are named in lawsuits or other legal proceedings relating to their respective businesses. In particular, the nature of their business subjects them to the risk of lawsuits filed by customers, past and present employees, stockholders, competitors, business partners and others in the ordinary course of business. As with all legal proceedings, no assurances can be given as to the outcome of these matters. Moreover, legal proceedings can be expensive and time consuming, and the Combined Company may not be successful in defending or prosecuting these lawsuits, which could result in settlements or damages that could significantly impact the Combined Company’s business, financial condition and results of operations.
Operations of Dover Downs and Twin River have historically been subject to seasonal variations and quarterly fluctuations in operating results, and they can expect to experience such variations and fluctuation in the future
Historically, the operations of Dover Downs’ and Twin River’s gaming facilities have typically been subject to seasonal variations.
In the Rhode Island market, excessive snowfall during the winter months can make travel to Rhode Island casinos more difficult. This often results in significant declines in traffic on major highways and causes a decline in customer volume. Furthermore, management believes that substantially all visitors to the Rhode Island casinos arrive by some form of ground transportation. Therefore, even normal winter weather may cause revenues and cash flows for Twin River’s Rhode Island operations to be adversely affected.
In addition, winter conditions can adversely affect transportation routes to Dover Downs. As a result, unfavorable seasonal conditions could have a material adverse effect on Dover Downs operations.
The Combined Company may be unable to obtain business interruption coverage for casualties resulting from severe weather such as hurricanes, and there can be no assurance that it will be able to obtain casualty insurance coverage at affordable rates, if at all, for casualties resulting from severe weather.
The Combined Company’s VLTs and table games hold percentages may fluctuate.
The gaming industry is characterized by an element of chance and the Combined Company’s casino guests’ winnings depend on a variety of factors, some of which are beyond its control. In addition to the element of chance, hold percentages are affected by other factors, including players’ skill and experience, the mix of games played, the financial resources of players, the volume of bets placed and the amount of time played. The variability of its hold percentages will have the potential to adversely affect its business, financial condition and results of operations.
Recessions have affected the business and financial condition of Dover Downs and Twin River, and economic conditions may continue to affect them in ways that currently cannot accurately be predicted.
Economic recessions have had and may continue to have far reaching adverse consequences across many industries, including the gaming industry, which may have an effect on the Combined Company’s business and financial condition. The U.S. economy experienced weakness following a financial crisis, which resulted in increased unemployment, decreased consumer spending and a decline in housing values. In addition, while the Federal Reserve took policy actions to promote market liquidity and encourage economic growth following the recession, such actions are now being curtailed as signs of improvement in the economy, and the impact of these monetary policy actions on the recovery is uncertain. Moreover, the Combined Company will rely on the strength of regional and local economies for the performance of each
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of their properties. If the national economic recovery slows or stalls, the national economy experiences another recession or any of the relevant regional or local economies suffers a downturn, the Combined Company may experience a material adverse effect on its business, results of operations and financial condition.
Because the Combined Company will be heavily dependent upon hotel/casino and related operations that are conducted in certain limited regions, the Combined Company will be subject to greater risks than a company that is geographically or otherwise more diversified.
Dover Downs is heavily dependent upon hotel/casino and related operations that are conducted in Dover, Delaware for all of its cash flow, and Twin River is heavily dependent upon hotel/casino and related operations that are conducted in Rhode Island and Biloxi, Mississippi. After the completion of the Merger, the Combined Company will be more geographically diverse than either Dover Downs or Twin River would be alone, but it will still be subject to a greater degree of risk than a gaming company that has greater geographical diversity. The risks to which will have a greater degree of exposure include the following:

local economic and competitive conditions;

inaccessibility due to weather conditions, road construction or closure of primary access routes;

changes in local and state governmental laws and regulations, including gaming laws and regulations;

natural and other disasters, including earthquakes, hurricanes and flooding;

a decline in the number of residents in or near, or visitors to, the Combined Company’s operations;

an increase in gaming activities in neighboring jurisdictions; and

a decrease in gaming activities at any of the Combined Company’s facilities.
Any of the factors outlined above could adversely affect the Combined Company’s ability to generate sufficient cash flow to make payments on its outstanding indebtedness.
Significant negative industry or economic trends, reduced estimates of future cash flows, disruptions to the Combined Company’s business, slower growth rates or lack of growth in its business may cause the Combined Company to incur impairments to indefinite lived intangible assets or long-lived assets.
Dover Downs and Twin River test (and the Combined Company expects to test) indefinite lived intangible assets for impairment annually or if a triggering event occurs. Estimated fair value is determined using a discounted cash flow analysis based on estimated future results of the investee and market indicators of the terminal year capitalization rate. If any such declines are considered to be other than temporary, the Combined Company will be required to record a write-down to estimated fair value.
The Combined Company may incur property and other losses that are not adequately covered by insurance, which may harm its results of operations.
Although the Combined Company will maintain insurance that its management believes is customary and appropriate for its business, the Combined Company cannot assure you that insurance will be available or adequate to cover all losses and damage to which its business or its assets might be subjected. The lack of adequate insurance for certain types or levels of risk could expose the Combined Company to significant losses in the event that a catastrophe occurred for which it is uninsured or underinsured. Any losses the Combined Company incurs that are not adequately covered by insurance may decrease its future operating income, require it to find replacements or repairs for destroyed property and reduce the funds available for payments of its obligations. The Combined Company will renew its insurance policies on an annual basis. The cost of coverage may become so material that the Combined Company may need to further reduce its policy limits, further increase its deductibles, or agree to certain exclusions from its coverage.
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The Combined Company will conduct its business in an industry that is subject to high taxes and it may be subject to higher taxes in the future.
In gaming jurisdictions in which the Combined Company will conduct its business, with the exception of Rhode Island, state and local governments raise considerable revenues from taxes based on casino revenues and operations. In Rhode Island, the State takes all of the gaming win that comes into Twin River’s Rhode Island operations and then pays Twin River a percentage of the gaming win. Twin River will also pay property taxes, occupancy taxes, sales and use taxes, payroll taxes, franchise taxes and income taxes. The Combined Company’s profitability will depend on generating enough revenues to cover variable expenses, such as payroll and marketing, as well as largely fixed expenses, such as property taxes and interest expense. From time to time, state and local governments have increased gaming taxes and such increases could significantly impact the profitability of gaming operations.
There can be no assurance that governments in jurisdictions in which the Combined Company will conduct its business, or the federal government, will not enact legislation that increases gaming tax rates. General economic pressures have reduced the revenues of state governments from traditional tax sources, which may cause state legislatures or the federal government to be more inclined to increase gaming tax rates.
Twin River is subject to risks associated with labor relations, labor costs and labor disruptions.
Twin River is subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor. From time to time, its operations may be disrupted by strikes, public demonstrations or other coordinated actions and publicity. Twin River may incur increased legal costs and indirect labor costs as a result of contractual disputes, negotiations or other labor-related disruptions. Twin River has collective bargaining agreements applicable to approximately 53% of its employees as of November 30, 2018. Twin River has 12 collective bargaining agreements with terms ranging between 3 – 5 years generally. These agreements are based solely in Rhode Island. Twin River may also face organizing activities that could result in additional employees becoming unionized. Furthermore, collective bargaining agreements may limit Twin River’s ability to reduce the size of its workforces during an economic downturn, which could put it at a competitive disadvantage.
The Combined Company’s largest stockholder will own a meaningful percentage of the outstanding Combined Company common stock, which could limit the ability of other stockholders to influence corporate matters.
At the closing of the Merger, the Combined Company’s largest stockholder will beneficially own     % of the outstanding common stock of the Combined Company. As a result, this stockholder may be able to exert influence over the Combined Company’s affairs and policies. This concentrated ownership could limit the ability of the remaining stockholders to influence corporate matters, and the interests of the large stockholder may not coincide with the Combined Company’s interests or the interests of the remaining stockholders. The concentration of ownership may also have the effect of delaying, preventing or deterring a change of control.
The Combined Company’s results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war and terrorism.
Natural disasters, such as major hurricanes, typhoons, floods, fires and earthquakes, could adversely affect the Combined Company’s business and operating results. Hurricanes are common in the areas in which Twin River’s Mississippi property is located, and the severity of such natural disasters is unpredictable.
For example, in 2005, Hurricane Katrina destroyed the Hard Rock Biloxi before its opening and the property had to be rebuilt. In 2017, customer traffic to the Hard Rock Biloxi was negatively impacted by Hurricanes Harvey and Nate.
Catastrophic events, such as terrorist attacks in the United States and elsewhere, have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions) and tourism. It is impossible to predict the extent to which such events may affect the Combined Company, directly or
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indirectly, in the future. There can be no assurance that the Combined Company will be able to obtain or choose to purchase any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts. If there is a prolonged disruption at the Combined Company’s facilities due to natural disasters, terrorist attacks or other catastrophic events, the Combined Company’s results of operations and financial condition would be materially adversely affected.
The Combined Company’s obligation to fund multi-employer pension plans to which it contributes may have an adverse impact on the Combined Company.
Twin River contributes, and the Combined Company will contribute, to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;

if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and

if the Combined Company chooses to stop participating in some of its multiemployer plans, the Combined Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
In addition, the funding obligations for the Combined Company’s pension plans will be impacted by the performance of the financial markets, particularly the equity markets, and interest rates. Funding obligations are determined by government regulations and are measured each year based on the value of assets and liabilities on a specific date. If the financial markets do not provide the long-term returns that are expected, the Combined Company could be required to make larger contributions. The equity markets can be very volatile and, therefore, the Combined Company’s estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of contribution requirements. An adverse change in the funded status of the plans could significantly increase the Combined Company’s required contributions in the future and adversely impact its liquidity.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995) relating to Dover Downs’ and/or Twin River’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time. Forward-looking statements include, among other information, the information concerning possible or assumed future results of operations contained under “Selected Unaudited Pro Forma Condensed Combined Financial Data,” “Comparative Per Share/Unit Data,” “The Merger — Recommendation of the Dover Downs Board of Directors; Dover Downs’ Reasons for the Merger” and “Unaudited Pro Forma Condensed Combined Financial Information.” Forward-looking statements speak only as of the date they are made, and Dover Downs and Twin River assume no duty to update forward-looking statements.
In addition to factors previously disclosed in reports filed with the SEC and those identified elsewhere in this filing (including in “Risk Factors”), the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance:

fluctuations in the market price of Twin River common stock following the Merger and the related effect on the market value of the Merger Consideration that Dover Downs stockholders will receive upon completion of the Merger;

ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Dover Downs stockholders, on the expected terms and schedule;

delays in closing the Merger;

difficulties and delays in integrating the Dover Downs and Twin River businesses;

business disruptions following the Merger;

the possibility that the Merger and the related integration process could result in the loss of key employees, causing disruption to the on-going business and the loss of customers;

competitive conditions;

business uncertainties and contractual restrictions while the Merger is pending;

changes in circumstances between the signing of the Merger Agreement and the completion of the Merger;

potential negative impacts on Dover Downs if the Merger Agreement is terminated;

inability to sustain revenues or earnings or grow the business;

changes in interest rates and capital markets;

the exposure to litigation, including the possibility that litigation related to the Merger Agreement and related transactions could delay or impede completion of the Merger;

the inability to maintain relationships with customers and key employees;

the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures, including the anticipated cost savings and synergies associated with the Merger;

general economic conditions;
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the challenges of integrating the companies’ financial reporting and internal control systems, particularly in light of the fact that Twin River, as a privately held company, has not been subject to the requirements of Section 404 of the Sarbanes-Oxley Act;

the impact, extent and timing of technological changes and regulatory requirements; and

the factors set forth in this proxy statement/prospectus in the section entitled “Risk Factors” beginning on page 24.
All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to Dover Downs or Twin River or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to within this proxy statement/prospectus. Forward-looking statements speak only as of the date on which such statements are made. Dover Downs and Twin River undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.
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THE MEETING
General
This proxy statement/prospectus is being provided to Dover Downs stockholders as part of a solicitation of proxies by the Dover Downs board of directors for use at the meeting to be held at the time and place specified below, and at any adjournment or postponement thereof.
Date, Time and Place
The meeting will take place at the Dover Downs Hotel & Casino, 1131 North DuPont Highway, Dover, Delaware 19901, on            , 2019, at     , Eastern Time.
Representatives of KPMG LLP are expected to be present at the meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Purpose of the Meeting
At the meeting, Dover Downs will ask Dover Downs stockholders of record as of the close of business on            , 2019, the record date, to vote on the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
Recommendation of the Dover Downs Board of Directors
The Dover Downs board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable and in the best interests of Dover Downs and its stockholders, and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement.
The Dover Downs board of directors unanimously recommends that you vote “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
Record Date; Stockholders Entitled to Vote; Quorum
Only stockholders of record as of the close of business on            , 2019 are entitled to notice of the meeting and to vote at the meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the meeting will be available in Dover Downs’ offices located at 1131 North DuPont Highway, Dover, Delaware 19901, during regular business hours for a period of at least ten days before the meeting and at the place of the meeting during the meeting.
As of the record date, there were      shares of Dover Downs common stock outstanding and entitled to be voted at the meeting and      shares of Dover Downs class A common stock outstanding and entitled to be voted at the meeting. A quorum of stockholders is necessary to hold the meeting. The holders of a majority of the voting power represented by Dover Downs Stock entitled to vote at the meeting, present in person or by proxy, will constitute a quorum at the meeting.
As of the date of this proxy statement/prospectus, Twin River’s directors and executive officers did not beneficially own any shares of Dover Downs Stock.
In the event that a quorum is not present at the meeting, it is expected that the meeting would be adjourned or postponed to a later date to solicit additional proxies.
Voting by Dover Downs’ Directors and Executive Officers
As of the date of this proxy statement/prospectus, Dover Downs directors and executive officers beneficially owned 14,442,069 shares of Dover Downs Stock, which represented approximately 75% of the voting power of Dover Downs Stock on that date. The directors and officers of Dover Downs, with respect to all shares owned by them directly and representing 42% of the voting power of Dover Downs Stock, entered into a voting agreement with Twin River under which they agreed to, among other things, vote in favor of the Merger Proposal, the Adjournment Proposal and any other matter necessary for consummation of the transactions that is considered at the meeting. The parties to the Voting Agreement
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are subject to restrictions on their ability to transfer their shares prior to the earlier of the effective time of the Merger and the termination of the Voting Agreement. The Merger Proposal requires the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders. The Voting Agreement has been entered into by certain of the Designated Stockholders and will not impact the results of the required vote in (2) above. See “Other Related Agreements — The Voting Agreement.”
Required Vote; Failure to Vote; Broker Non-Votes and Abstentions
The affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders, is required to approve the Merger Proposal. Assuming a quorum is present, approval of the Compensation Proposal requires the affirmative vote of a majority of the voting power of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon. Approval of the Adjournment Proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon.
If a Dover Downs stockholder abstains from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will count as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.
Broker non-votes are shares held by a broker, bank or other nominee that are present in person or represented by proxy at the meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares on how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers, banks and other nominee holders of record do not have discretionary voting authority with respect to any of the three proposals, if a beneficial owner of Dover Downs Stock held in “street name” does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those shares will not be present in person or represented by proxy at the meeting. If there are any broker non-votes, then such broker non-votes will be counted as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.
Voting of Proxies
If your shares are registered in your name with Dover Downs’ transfer agent, Computershare Trust Company NA, you may cause your shares to be voted by returning a signed proxy card, or you may vote in person at the meeting. Additionally, you may submit electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.
If you plan to attend the meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the meeting in person. If you attend the meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.
Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the meeting will be voted at the meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” each
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of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. No proxy that is specifically marked against the Merger Proposal will be voted in favor of the Compensation Proposal, unless it is specifically marked “FOR” the approval of the Compensation Proposal.
If your shares are held in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or by the Internet or telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee. Under stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. Proposals 1, 2 and 3 in this proxy statement/prospectus are not routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker’s, bank’s or other nominee’s voting form, do not vote via the Internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the meeting and vote in person with a proxy from your broker, bank or other nominee, such actions will have the same effect as if you voted “AGAINST” the Merger Proposal but will not have any effect on the Compensation Proposal or the Adjournment Proposal.
Revocation of Proxies
If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the meeting by:

Submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

Delivering a written notice of revocation to Dover Downs’ Secretary;

Signing another proxy card with a later date and returning it to Dover Downs prior to the meeting; or

Attending the meeting and voting in person.
Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by Dover Downs’ Secretary prior to the meeting and, in the case of Internet or telephonic voting instructions, must be received before 11:59 p.m., Eastern time on            , 2019. If you have submitted a proxy, your appearance at the meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.
If you hold your Dover Downs Stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to change your vote; or contact Dover Downs’ proxy solicitor, Georgeson at 888-549-6618. You may also vote in person at the meeting if you obtain a valid legal proxy from your broker, bank or other nominee. Any adjournment of the meeting for the purpose of soliciting additional proxies will allow Dover Downs stockholders who have already sent in their proxies to revoke them at any time prior to their use at the meeting, as adjourned.
Solicitation of Proxies
The expense of soliciting proxies in the enclosed form will be borne by Dover Downs. Dover Downs has retained Georgeson, a proxy solicitation firm, to solicit proxies in connection with the meeting at an estimated cost of  $15,000 plus reimbursable expenses. In addition, Dover Downs may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners, and representatives of Twin River may solicit proxies in connection with the meeting at the expense of Twin River. Proxies may also be solicited by some of Dover Downs’ directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.
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Anticipated Date of Completion of the Merger
While there is no assurance that the Merger will close, the parties are working toward completing the Merger in early 2019. However, the exact timing of completion of the Merger cannot be predicted because the completion of the Merger is subject to conditions, including, among other things, adoption of the Merger Agreement by the Dover Downs stockholders and the receipt of regulatory approvals.
Proposal No. 1 — Approval of the Merger Proposal
(Item 1 on the Dover Downs proxy card)
This proxy statement/prospectus is being furnished to you as a Dover Downs stockholder as part of the solicitation of proxies by the Dover Downs board of directors for use at the meeting to consider and vote upon the Merger Proposal.
The Merger cannot be completed without the approval of the Merger Proposal by the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders, representing 90% of the voting power of the outstanding Dover Downs Stock. If you do not vote, the effect will be the same as a vote against approving the Merger Agreement. The Merger Agreement is attached as Annex A to this proxy statement/prospectus.
The Dover Downs board of directors has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of Dover Downs and its stockholders, (2) approved and declared it advisable that Dover Downs enter into the Merger Agreement, and (3) approved the Merger Agreement and the transactions contemplated thereby, including the Merger.
The Dover Downs board of directors unanimously recommends that Dover Downs stockholders vote “FOR” the Merger Proposal.
Proposal No. 2 — Approval of the Compensation Proposal
(Item 2 on the Dover Downs proxy card)
The Non-Binding Advisory Proposal
Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that Dover Downs provide Dover Downs stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by Dover Downs to its named executive officers in connection with the Merger as described in this proxy statement/prospectus. These payments are disclosed in the section entitled “Interests of the Directors and Executive Officers of Dover Downs in the Merger” and the accompanying footnotes beginning on page 162 of this proxy statement/prospectus.
Dover Downs is asking Dover Downs stockholders to indicate their approval of the compensation that will or may become payable by Dover Downs to its named executive officers in connection with the Merger as described in this proxy statement/prospectus. In general, the various plans and arrangements pursuant to which these compensation payments may be made formed part of Dover Downs’ overall compensation program for its named executive officers, and have previously been disclosed to Dover Downs stockholders as part of the Compensation Discussion and Analysis and related sections of Dover Downs’ annual proxy statement, as modified or supplemented by any applicable documents filed with the SEC since the date of such documents. The Compensation Committee of the Dover Downs board of directors, which is composed solely of non-management directors, believes such compensatory arrangements to be reasonable.
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The Dover Downs board of directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement/prospectus. The Dover Downs board of directors unanimously recommends that you vote “FOR” the following resolution:
“RESOLVED, that the stockholders of Dover Downs approve, on a nonbinding, advisory basis, the compensation that will or may become payable to Dover Downs’ named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “Interests of the Directors and Executive Officers of Dover Downs in the Merger” in Dover Downs’ proxy statement/prospectus for the meeting.”
Vote Required and Board of Directors Recommendation
Assuming a quorum is present, approval of the Compensation Proposal requires the affirmative vote of a majority of the voting power of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon.
The Dover Downs board of directors unanimously recommends that you vote “FOR” the Compensation Proposal.
Proposal No. 3 — Approval of the Adjournment Proposal
(Item 3 on the Dover Downs proxy card)
The Adjournment Proposal
Dover Downs is asking you to approve a proposal to approve one or more adjournments of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the meeting. If Dover Downs stockholders approve the Adjournment Proposal, Dover Downs could adjourn the meeting and any adjourned session of the meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the Adjournment Proposal could mean that, even if Dover Downs had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the Merger Proposal would be defeated, Dover Downs could adjourn the meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, Dover Downs may seek to adjourn the meeting if a quorum is not present at the meeting.
Vote Required and Board of Directors Recommendation
Approval of the Adjournment Proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the Dover Downs Stock represented at the meeting, either in person or by proxy, and entitled to vote thereon.
The Dover Downs board of directors believes that it is in the best interests of Dover Downs and its stockholders to be able to adjourn the meeting, if necessary or appropriate, for the purpose of soliciting additional proxies in respect of the Merger Proposal if there are insufficient votes to adopt the Merger Agreement at the time of the meeting.
The Dover Downs board of directors unanimously recommends that you vote “FOR” the Adjournment Proposal.
Other Matters to Come Before the Meeting
At this time, Dover Downs knows of no other matters to be submitted at the meeting.
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PARTIES TO THE MERGER
Dover Downs Gaming & Entertainment, Inc.
1131 North DuPont Highway
Dover, Delaware 19901
(302) 674-4600
Dover Downs Gaming & Entertainment, Inc. is a public holding company that has two wholly owned subsidiaries: Dover Downs, Inc. and Dover Downs Gaming Management Corp. Dover Downs, Inc. was incorporated in 1967 and began motorsports and harness racing operations in 1969. In June of 1994, legislation authorizing video lottery operations in the State of Delaware was adopted. Dover Downs’ casino operations began on December 29, 1995. As a result of several restructurings, Dover Downs, Inc. became a wholly owned subsidiary of Dover Motorsports, Inc. (formerly known as Dover Downs Entertainment, Inc.), and became the operating entity for all of DVD’s gaming operations. Dover Downs Gaming & Entertainment, Inc. was incorporated in Delaware in December 2001 as a wholly owned subsidiary of DVD. Effective March 31, 2002, DVD completed a tax-free spin-off of its gaming operations by contributing 100% of the issued and outstanding common stock of Dover Downs, Inc. to Dover Downs Gaming & Entertainment, Inc., and subsequently distributing 100% of Dover Downs’ issued and outstanding common stock to DVD stockholders. Immediately following the spin-off, Dover Downs became an independent publicly traded company. Dover Downs is a Delaware corporation listed on the NYSE under the symbol “DDE.”
Dover Downs owns the Dover Downs Hotel & Casino® which is a premier gaming and entertainment resort destination in the Mid-Atlantic region. Gaming operations consist of approximately 2,200 slots, a full complement of table games, including poker, and a newly expanded race and sports book taking single game wagers on professional and college sports. The AAA-rated Four Diamond hotel is Delaware’s largest with 500 luxurious rooms/suites and amenities including a full-service spa/salon, concert hall and 41,500 sq. ft. of multi-use event space. Live, premier harness racing is featured November through April, and horse racing is simulcast year-round. Additional property amenities include multiple restaurants from fine dining to casual fare, bars/lounges and retail shops.
Twin River Worldwide Holdings, Inc.
100 Twin River Road
Lincoln, Rhode Island 02865
(401) 475-8474
Twin River Worldwide Holdings, Inc. is a multi-jurisdictional owner of gaming and racing facilities. Twin River owns and manages two casinos in Rhode Island, one in Biloxi, Mississippi as well as a Colorado horse racetrack with OTB licenses. Twin River’s flagship casino, the Twin River Casino, is located in Lincoln, Rhode Island and offers 162,000 square feet of gaming space on two floors with 4,220 VLTs and 119 table games, including a poker room. Twin River also owns and manages a 136-room amenity hotel adjacent to the Twin River Casino which opened in October 2018. Furthermore, simulcast is offered at the Twin River Casino, and sports betting debuted in late 2018. Twin River also owns and manages the Tiverton Casino Hotel, which opened on September 1, 2018. The Tiverton Casino Hotel features 1,000 VLTs, 32 table games and an 83-room hotel, and also features simulcast, restaurants and sports betting, which debuted in late 2018. In Mississippi, Twin River owns and manages the Hard Rock Hotel & Casino in Biloxi which features 1,200 VLTs, 52 table games and a 479-room hotel. In addition, Twin River owns and manages Arapahoe Park in Aurora, Colorado, which offers live horse racing, a racebook and owns 13 OTB licenses.
Double Acquisition Corp.
c/o Twin River Worldwide Holdings, Inc.
100 Twin River Road
Lincoln, Rhode Island 02865
Double Acquisition Corp., or Merger Sub I, a Delaware corporation and an indirect wholly owned subsidiary of Twin River, was formed solely for the purpose of facilitating the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub I has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with
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the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the closing of the Merger, Merger Sub I will be merged with and into Dover Downs, with Dover Downs surviving the Merger as an indirect wholly owned subsidiary of Twin River.
DD Acquisition LLC
c/o Twin River Worldwide Holdings, Inc.
100 Twin River Road
Lincoln, Rhode Island 02865
DD Acquisition LLC, or Merger Sub II, a Delaware limited liability company and indirect wholly owned subsidiary of Twin River, was formed solely for the purpose of facilitating the merger following the transaction and the other transactions contemplated by the Merger Agreement. Merger Sub II has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the effective time of the Subsequent Merger, the surviving corporation of the Merger will be merged with and into Merger Sub II, with Merger Sub II surviving as an indirect wholly owned subsidiary of Twin River and limited liability company.
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THE MERGER
This section describes the Merger and the other transactions contemplated by the Merger Agreement. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger and the other transactions contemplated by the Merger Agreement that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Twin River or Dover Downs. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Dover Downs makes with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 201 of this proxy statement/prospectus.
The Merger
If the Merger Proposal is approved by the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders, and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub I will merge with and into Dover Downs, with Dover Downs surviving the Merger as a wholly owned indirect subsidiary of Twin River.
Merger Consideration
If the Merger is completed, each share of Dover Downs Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by Dover Downs or owned by Twin River or any direct or indirect wholly owned subsidiary of Dover Downs or Twin River) will be cancelled and converted into the right to receive a number of validly issued, fully paid and non-assessable shares of common stock of Twin River equal to the quotient obtained by dividing (1) the aggregate number of shares of Twin River common stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, multiplied by 0.07787658, by (2) the aggregate number of shares of Dover Downs Stock issued and outstanding immediately prior to the effective time of the Merger, on a fully diluted, as-converted basis, plus cash in lieu of any fractional shares. The number of shares of Twin River common stock to be issued as Merger Consideration is subject to adjustment in the event of stock splits, stock dividends and similar transactions involving Dover Downs Stock, as well as for other changes in Twin River’s fully diluted shares of common stock outstanding resulting from stock repurchases, equity grants and other transactions. Twin River contemplates effecting a stock dividend prior to closing the Merger which would result in a corresponding adjustment to the exchange ratio.
Ownership of the Combined Company
Based on the estimated number of shares of Dover Downs Stock and Twin River common stock outstanding immediately prior to the closing of the Merger, it is anticipated that, upon closing, existing Twin River stockholders will own 92.775% of the outstanding shares of Twin River common stock, and former Dover Downs stockholders will own 7.225% of the outstanding shares of Twin River common stock, in each case on a fully diluted basis. The quotient of 7.225% (the aggregate percentage allocable to Dover Downs stockholders) divided by 92.775% (the aggregate percentage allocable to existing Twin River stockholders) equals 0.07787658 (the factor used in calculating the Merger Consideration as referred to above).
Background of the Merger
The board of directors of Dover Downs, together with senior management, regularly reviews Dover Downs’ performance, future growth prospects and overall strategic direction and considers potential opportunities to strengthen Dover Downs’ business and enhance stockholder value. These reviews have included consideration of strategic investments, diversification into new businesses, purchases and sales of assets and businesses, joint ventures, spin-offs and potential strategic business combinations.
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Beginning in August 2016, Denis McGlynn and Edward J. Sutor, executive officers of Dover Downs, made contact with or attempted to contact several parties concerning a potential transaction. In total, representatives of Dover Downs approached or were approached by representatives of nine parties other than Twin River. Only one of these parties (“Party A”) expressed potential interest in discussing a strategic transaction, as discussed further below. After August 2017, Dover Downs was in contact only with Twin River and Party A.
In April 2017, Twin River engaged two financial advisors, Moelis & Company (“Moelis”) and Stifel Financial Corp. (“Stifel”), to assist Twin River in exploring potential strategic alternatives to Twin River’s continued pursuit of its business plan under its then-current capital structure. During the course of that review, Twin River considered a wide range of alternatives, which ultimately resulted in Twin River’s decision to pursue the Merger with Dover Downs.
In late June 2017, a representative of an investment banking firm other than Moelis and Stifel, approached Mr. Sutor to offer its services and mentioned that it believed Twin River might have potential interest in a strategic transaction with Dover Downs. On July 14, 2017, Mr. Sutor called John E. Taylor, Jr., Executive Chairman of Twin River, to inquire whether the parties should discuss potential strategic alternatives. During the call, Mr. Taylor indicated that Twin River’s management in the future may be interested in discussing a potential merger with Dover Downs, but was considering a range of possible strategic alternatives at that time.
On July 19, 2017, Mr. Taylor called Mr. Sutor. During the call, Mr. Taylor indicated that one strategic alternative that Twin River might consider was a combination with an already publicly traded company like Dover Downs. Mr. Taylor informed Mr. Sutor that Soohyung Kim, a director of Twin River, was planning to be in the Dover, Delaware area and could visit Dover Downs Hotel Casino & Resort.
On July 20, 2017, Mr. Kim visited Dover Downs and met with Henry B. Tippie, Denis McGlynn, Timothy R. Horne and Klaus M. Belohoubek. Mr. Kim gave a general indication of potential interest in working together but specific details were not discussed.
In August 2017, Mr. Taylor informed Mr. Sutor that Twin River was focused on other potential strategic alternatives at that time and that Twin River would be back in touch with Dover Downs in the future if circumstances warranted. Discussions between representatives of Twin River and Dover Downs did not resume until January 2018.
Mr. McGlynn then asked Mr. Sutor to reach out to certain industry contacts to see if there was interest in a potential strategic transaction with Dover Downs. On August 28, 2017, Mr. Sutor called a representative of Party A to inquire whether Party A might be interested in discussing a potential strategic transaction. On September 11, 2017, representatives of Party A indicated its interest in discussing a potential strategic transaction with Dover Downs. On September 21, 2017, Dover Downs and Party A entered into a mutual non-disclosure agreement, and due diligence between the parties was conducted over the next several weeks, including a site visit by representatives from Party A to Dover Downs’ properties in November.
On November 30, 2017, a representative of Party A indicated a potential interest in a transaction in which Party A would acquire 100% of the equity of Dover Downs for cash at a price of  $1.20 per share of Dover Downs common stock. The closing sales price of Dover Downs common stock on the NYSE on November 29, 2017, the last trading day prior to Party A’s November 30, 2017 indication of interest, was $1.02 per share. Dover Downs did not specifically respond to Party A’s November 30, 2017 indication of interest, but shortly thereafter Mr. Sutor told a representative of Party A that Dover Downs wanted to wait for the outcome of certain potential legislative initiatives before responding to Party A’s indication of interest. These legislative initiatives related to possible changes in Dover Downs’ revenue-sharing model with the Delaware lottery, and a decision by the legislature was expected to occur no later than June 30, 2018.
In mid-December 2017, a representative of Party A called Mr. Sutor and indicated a willingness to increase Party A’s indicated price to $1.30 per share. The closing sales price of Dover Downs common stock on the NYSE during that month averaged approximately $1.01 per share. However, Party A did not provide a written offer on these terms. Dover Downs considered the revised indication of interest inadequate and did not believe it would be productive to respond, and discussions between Party A and Dover Downs ended.
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In late January 2018, a representative of Twin River contacted Dover Downs indicating a potential interest in a strategic transaction with Dover Downs. Representatives of Dover Downs and Twin River thereafter negotiated a mutual non-disclosure agreement, which they signed on February 5, 2018. Due diligence by each party began shortly after execution of the non-disclosure agreement.
Throughout the negotiations that followed, the parties focused exclusively on the structure of a stock-for-stock business combination. Twin River indicated a preference that the parties consider a potential stock-for-stock merger structure for various reasons, including that its stock might become potentially more attractive as acquisition currency and liquidity might become available for stockholders that desired Twin River become publicly traded in the transaction. Dover Downs favored the same structure because it would enable Dover Downs stockholders to participate in the financial performance of the combined company following the merger, and because Dover Downs stockholders would not generally recognize any gain or loss for U.S. federal income tax purposes upon receipt of stock consideration.
In connection with these negotiations, both Moelis, in its capacity as Twin River’s financial adviser, and Citizens Capital Markets, Inc. (“Citizens”), as financial adviser to Dover Downs, from time to time advanced hypothetical valuations for Twin River and Dover Downs. In light of the parties’ focus on a stock-for-stock structure, the purpose of these hypothetical valuations was to provide context for their respective clients’ negotiating positions regarding the percentage ownership of the Combined Company that shareholders of the parties would receive, in the aggregate, in a business combination. In each case, the hypothetical valuations were derived from mathematical exercises, in which the financial advisers applied various multiples to forecasted EBITDA to approximate relative indicative enterprise values and subtracted net debt to calculate relative equity values. As such, the values calculated did not constitute estimates, opinions or appraisals by such firms, or forecasts of intrinsic or market value, and were not relied on by the respective management teams of Twin River or Dover Downs as representative of the actual valuations of such companies. Rather, this exercise was used only to facilitate the negotiation of possible relative equity percentages for the stockholders of Dover Downs and Twin River, respectively.
On March 7, 2018, a representative of Moelis sent Dover Downs a set of discussion points which outlined a hypothetical stock-for-stock business combination between Twin River and Dover Downs, following which the Dover Downs stockholders would hold 4.3% of the post-closing equity of the Combined Company, with warrants providing hypothetical upside of up to 6.3% of the post-closing equity of the combined company in the aggregate. According to the representative of Moelis, the discussion points valued Twin River at a hypothetical equity value of  $1,253.9 million and Dover Downs at a hypothetical enterprise value of  $65.0 million and a hypothetical equity value of  $55.8 million.
On March 16, 2018, at a meeting of the executive committee of the Dover Downs board of directors, the executive committee unanimously resolved to form the Committee, consisting of R. Randall Rollins and Patrick J. Bagley. The Committee was granted authority to, among other things, (1) explore and negotiate the terms of a transaction with potential acquirors, including Twin River, subject to approval of the full Dover Downs board of directors and stockholders, (2) engage one or more investment banking firms, including Citizens, and (3) engage such other experts, including outside legal counsel and consultants, as it deemed necessary in connection with the discharge of its duties. The purpose of the Committee was to assist the Dover Downs board of directors in exploring various avenues available to enhance shareholder value. In furtherance of that purpose, the Committee engaged Citizens to provide financial advisory and investment banking services to Dover Downs. The members of the Committee met regularly on both a formal and informal basis with members of Dover Downs management, including general counsel Klaus Belohoubek and chief financial officer Timothy R. Horne to discuss, among other things, the status of discussions with Twin River. The Committee was aware of the outreach by Dover Downs to various potential strategic partners over the preceding year and a half, as well as the discussions with Party A. As a result, the Committee believed that, so long as negotiations with Twin River were ongoing and productive, concentrating on such negotiations was the best available strategy for maximizing long-term shareholder value, particularly since the stock-for-stock structure proposed enabled Dover Downs shareholders to continue to participate in the financial performance of the combined entity.
On March 21, 2018, at a meeting of the Committee, the Committee resolved to approve an engagement letter with Citizens. On the same date, Dover Downs and Citizens entered into an engagement letter.
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On April 5, 2018, Citizens, on behalf of Dover Downs, sent to Moelis, on behalf of Twin River, a set of discussion points that outlined a stock-for-stock business combination between Twin River and Dover Downs, following which Dover Downs stockholders would hold 9.6% of the post-closing equity of the combined company. According to Citizens, and based primarily on each company’s relative potential 2018 EBITDA contributions to a combined entity and an assumed EBITDA multiple of 7.66x for both parties, the discussion points valued Twin River at a hypothetical enterprise value of  $1,396.8 million and a hypothetical equity value of  $1,056.2 million and Dover Downs at a hypothetical enterprise value of $120.9 million and a hypothetical equity value of  $111.7 million.
On the same date, at a meeting of the Committee, the Committee resolved to authorize Citizens to continue discussions and begin more formal discussions with Twin River relative to price and deal structure, with the assistance of executive management and outside counsel, as warranted, based on the term sheet, all subject to the review and approval of the Committee, the full Dover Downs board of directors and the stockholders of Dover Downs, as may be required, and resolved to authorize Dover Downs to retain Drinker Biddle & Reath LLP (“Drinker Biddle”) as outside counsel to represent Dover Downs and the Committee and to assist in discussions and negotiations with Twin River.
On April 10, 2018, a representative of Moelis verbally indicated to a representative of Citizens that Twin River was willing to increase the equity consideration to Dover Downs in its indicated terms for a possible stock-for-stock business combination. The verbal indication from Moelis valued each company’s EBITDA contributions somewhat differently but would still have resulted in Dover Downs stockholders receiving 4.3% of the post-closing equity of the combined company. The representative of Citizens indicated to Moelis that Twin River consider substantially enhancing its proposal to increase the post-closing equity percentage of Dover Downs stockholders.
On April 16, 2018, Moelis proposed to a representative of Citizens a possible stock-for-stock business combination which Dover Downs stockholders would hold 5.7% of the post-closing equity of the combined company. Under the proposal, Twin River was valued at a hypothetical equity value of  $1,217.8 million and Dover Downs was valued at a hypothetical enterprise value of  $90.8 million and a hypothetical equity value of  $73.6 million. Members of management of Dover Downs had regular and extensive conversations with Citizens about the potential transaction and the negotiations relating thereto. The Committee, having been kept apprised of the April 10 and April 16 indications both by Citizens and management of Dover Downs, instructed management to continue negotiations. A representative of Citizens countered on April 18, 2018 with an indication under which Dover Downs stockholders would hold 8.6% of the post-closing equity of the combined company. According to Citizens, the proposal valued Twin River at a hypothetical enterprise value of  $1,495.7 million and a hypothetical equity value of $1,217.9 million and Dover Downs at a hypothetical enterprise value of  $122.4 million and a hypothetical equity value of  $114.5 million.
On April 23, 2018, representatives from Dover Downs (Mr. McGlynn, Mr. Sutor and Mr. Horne) had an in-person meeting with representatives from Twin River (Mr. Taylor and Glenn Carlin), during which the representatives of Twin River made a verbal counter proposal that provided for a stock-for-stock business combination between Twin River and Dover Downs, following which Dover Downs stockholders would hold 6.25% of the post-closing equity of the combined company.
The Dover Downs board of directors held a regularly scheduled meeting on April 23, 2018. At the board meeting the Committee and members of Dover Downs management reported on recent discussions.
Representatives of the senior managements of Dover Downs and Twin River (Messrs. McGlynn, Horne, Sutor, Taylor and Carlin) met in person on April 27, 2018 in an effort to determine whether they could align in principle on an allocation of the equity of the combined company if the parties were to pursue a business combination in light of the various proposals and counterproposals made by the parties’ financial advisors during the prior several weeks. The representatives ultimately aligned in principle that, if a transaction was to be pursued, Dover Downs stockholders should receive 7.5% of the common stock of the combined company. That allocation was subject to various assumptions, including that legislation on substantially the terms then being considered in Delaware was actually enacted.
The Committee received a report on the parties’ discussions in meetings on April 30, 2018 and again on May 1, 2018. At the May 1, 2018 meeting, the Committee directed Dover Downs’ management and advisors to continue to work to develop the possible transaction.
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On May 4, 2018, a representative of Jones Day, counsel to Twin River, sent Drinker Biddle an initial draft of the Merger Agreement. Thereafter and until the definitive documents were signed on July 22, 2018, the law firms and other representatives of the parties negotiated the terms of the definitive transaction documents and conducted due diligence, which in Dover Downs’ case, complemented the due diligence review conducted by Dover Downs management commencing in April 2018. The most significant points negotiated (in addition to the exchange ratio), in addition to representations, warranties and covenants believed to be customary for public company transactions in the gaming industry, were:

The scope of the limitations on Dover Downs in responding to unsolicited acquisition proposals and intervening events (see “The Merger Agreement — No Solicitation of Alternative Proposals” starting on page 80 of this proxy statement/prospectus for a discussion of these terms);

The amount of the break-up fee payable by Dover Downs or Twin River (depending on the circumstances) if the Merger did not close, with the parties ultimately agreeing on $3.0 million, and the triggers for when these amounts would be payable by either party (see “The Merger Agreement — Termination of the Merger Agreement,” starting on page 86 of this proxy statement/prospectus for a discussion of these terms); and

The circumstances in which the parties could terminate the Merger Agreement (see “The Merger Agreement — Termination of the Merger Agreement” starting on page 86 of this proxy statement/prospectus for a discussion of these terms).
See “The Merger Agreement” starting on page 73 of this proxy statement/prospectus for a discussion of the material terms of the Merger Agreement and “Other Related Agreements” starting on page 89 of this proxy statement/prospectus for a discussion of the material terms of the Voting Agreement.
On May 14, 2018, the United States Supreme Court published a ruling, the effect of which was to invalidate the federal prohibition against sports betting, leaving the legality of sports betting to the States. Delaware became one of the first States to permit sports betting at licensed gaming venues such as Dover Downs.
On June 4, 2018, the Committee engaged Houlihan Lokey to provide an opinion as to the fairness from a financial point of view, to the holders of Dover Downs Stock, other than the Excluded Holders of the exchange ratio provided for in the Merger pursuant to the Merger Agreement.
On June 30, 2018, Delaware enacted legislation the effect of which, in the aggregate, was to reduce the overall state gaming tax rate applicable to gaming properties in the State of Delaware, including Dover Downs, effectively increasing the share of casino revenue retained by Dover Downs. However, the changes actually enacted differed from those that the parties had assumed on April 27, 2018 when they aligned in principle on the allocation of equity in the Combined Company if the parties reached agreement on other terms. The final legislation included a reduction in the State of Delaware’s share of slot revenues, but that reduction was one percentage point less than had been proposed in the original Senate Bill, the enactment of which had been assumed in the parties’ discussions on April 27, 2018.
On July 13, 2018, a meeting of the Committee was held, at which representatives from Houlihan Lokey, Citizens and Drinker Biddle were present at the request of the Committee. Representatives from Drinker Biddle reviewed with the Committee the terms of the Merger Agreement. Representatives from Houlihan Lokey then reviewed with the Committee Houlihan Lokey’s preliminary financial analysis with respect to Dover Downs, Twin River and the proposed merger.
On July 16, 2018, at a meeting of the Committee, the Committee resolved to approve the Merger Agreement and the transactions contemplated thereby and recommended that the full Dover Downs board of directors authorize and approve the Merger Agreement and the transactions contemplated thereby. Over the ensuing week, representatives of the parties worked to finalize the transaction documentation and possible communications materials.
Representatives of the parties had further discussions regarding the effects of the Delaware tax legislation and the legalization of sports betting after tax relief was enacted. In a telephone conversation on July 20, 2018, Messrs. McGlynn and Taylor agreed in concept that Dover Downs shareholders would receive 7.225% of the equity of the Combined Company if the parties ultimately reached agreement on a combination.
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A joint meeting of the Dover Downs board of directors and the Committee was held on July 20, 2018 to further consider the potential combination following the discussions earlier that day on the exchange ratio. Representatives of Drinker Biddle and Citizens were present at the invitation of the Dover Downs board of directors. In addition, representatives of Houlihan Lokey also attended at the request of the Committee. Drinker Biddle reviewed the directors fiduciary duties in the context of the potential combination. Drinker Biddle then summarized the material terms of the merger agreement and related documentation. At the request of the Committee, representatives of Houlihan Lokey then reviewed and discussed its financial analyses with respect to Dover Downs, Twin River and the potential combination. Thereafter, at the request of the Committee, Houlihan Lokey orally rendered its opinion to the Committee (on which the Dover Downs board of directors was also permitted to rely and which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Committee dated July 20, 2018), as to, as of such date, the fairness, from a financial point of view, to the holders of Dover Downs Stock, other than the Excluded Holders, of the exchange ratio provided for in the merger pursuant to the Merger Agreement. Thereafter, the Dover Downs board of directors resolved to approve the Merger Agreement and approve the transactions contemplated thereby, recommend that the Dover Downs stockholders adopt the Merger Agreement and waive the application of the Rights Agreement to the transactions contemplated by the Merger Agreement.
On July 22, 2018 the Twin River board of directors approved the Merger and related transactions.
On July 22, 2018, Dover Downs, Twin River and Merger Sub I executed the Merger Agreement and published a joint press release describing the proposed transaction.
On the same date, Twin River and the directors and executive officers of Dover Downs executed the Voting Agreement.
As contemplated by the Merger Agreement, the Merger Agreement was amended on October 8, 2018 to add an additional merger subsidiary.
Recommendation of the Dover Downs Board of Directors; Dover Downs’ Reasons for the Merger
Recommendation of the Dover Downs Board of Directors to Adopt the Merger Agreement and the Transactions Contemplated Thereby
The Dover Downs board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable and in the best interests of Dover Downs and its stockholders, and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement.
The Dover Downs board of directors unanimously recommends that you vote “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
Dover Downs’ Reasons for the Merger
The purpose of the Merger from Dover Downs’ perspective is to combine the existing businesses of Dover Downs and Twin River. Management of Dover Downs believes that this combination will result in a company that is better capitalized, more diversified and accordingly better positioned than Dover Downs alone both to invest in growth and to withstand the risks and uncertainties relating to its business, the gaming industry and general economic conditions. The proposed transaction allows Dover Downs stockholders to participate in the anticipated benefits of the transaction as stockholders of the combined entity, with shares expected to trade on the NYSE or Nasdaq.
Factors Supporting the Merger
In reaching its decision to adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and to recommend that its stockholders approve the Merger Proposal, the Dover Downs board of directors consulted with Dover Downs management, as well as Dover Downs’ financial and legal advisors, and considered a number of factors, including the following material factors which the Dover Downs board of directors believed generally supported the transaction:
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efforts during the period from August 2016 through January 2018 to engage with parties concerning a potential transaction (as described in “— Background of the Merger” beginning on page 52), the fact that only one of nine parties other than Twin River expressed interest in discussing a potential transaction with Dover Downs and management’s view, based in part on that experience, that it was unlikely that any potential alternative transaction reasonably available to Dover Downs would generate value to the Dover Downs stockholders superior to the value from the Merger;

the belief that, as a result of the negotiations between the parties, the Merger Consideration was the highest value per share of Dover Downs common stock that Twin River was willing to pay;

the historical prices of Dover Downs common stock;

each of Twin River’s and Dover Downs’ financial performance, financial condition, management, competitive position and prospects as separate entities and on a combined basis; and the view of the board of directors that Twin River’s business and operations complement those of Dover Downs and that Twin River’s earnings and prospects and the synergies potentially available in the proposed transaction created the opportunity for the Combined Company to have superior future earnings and prospects compared to Dover Downs earnings and prospects on a stand-alone basis based on discussions with Dover Downs senior management;

the fact that Dover Downs stockholders would receive shares of Twin River in the Merger, which would allow Dover Downs stockholders to participate in the future performance of the Combined Company;

the anticipated pro forma impact of the proposed transaction on the Combined Company, including the resultant capital base and liquidity position of the Combined Company as well as the pro forma earnings potential;

the fact that generally no gain or loss will be recognized for U.S. federal income tax purposes by Dover Downs stockholders upon receipt of shares of Twin River common stock in the Merger;

Twin River’s ability to negotiate and execute definitive agreements and to complete the Merger on a timely basis and the likelihood of consummating the transaction generally, based on, among other matters:

the expected likelihood that required regulatory approvals will be received in a reasonably timely manner and without the imposition of unacceptable conditions;

the absence of a financing condition in the Merger Agreement and the absence of a need for external financing given the all-stock consideration; and

the fact that the Merger Agreement provides for a termination fee in certain circumstances;

the fact that the Merger Agreement provides that, subject to certain conditions, including the payment of a termination fee under certain circumstances, Dover Downs board of directors may exercise its fiduciary duties to consider potential alternative transactions and intervening events, and could in certain circumstances withdraw its recommendation to Dover Downs stockholders to approve the Merger Agreement;

the terms of the Merger Agreement and their generally reciprocal nature, as well as the non-economic terms of the transaction, including the impact on existing customers and employees;

the financial condition and resources of Twin River;

the financial analysis reviewed by Houlihan Lokey with the Committee and the Dover Downs board of directors, as well as the oral opinion of Houlihan Lokey rendered to the Committee on July 20, 2018 (on which the Dover Downs board of directors was also permitted to rely and which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Committee dated July 20, 2018, a copy of which was also provided to the Dover Downs
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board of directors), as to, as of such date, the fairness, from a financial point of view, to the holders of Dover Downs Stock, other than the Excluded Holders, of the exchange ratio provided for in the Merger pursuant to the Merger Agreement;

the fact that the Merger Agreement, the Merger and the transactions contemplated thereby were unanimously approved by the Dover Downs board of directors and the Committee consisting of non-executive, independent directors; and

the fact that, pursuant to the Merger Agreement, it is a condition to the Merger that the Merger Agreement be adopted by affirmative vote of the holders of a majority in voting power of the outstanding shares of Dover Downs Stock held by stockholders other than the Designated Stockholders.
Potential Risks
Dover Downs board of directors also considered a number of countervailing risks and factors concerning the proposed Merger. These countervailing risks and factors included the following:

the risks associated with Twin River being a privately held company, the shares of which are not currently listed on a national securities exchange and the resultant uncertainties involved in valuing the Merger Consideration payable in such shares;

the uncertainties associated with having to obtain approvals from gaming authorities that would not be necessary for Dover Downs if Dover Downs remained an independent company;

the interests of Dover Downs directors and officers in the Merger as described in “Interests of the Directors and Executive Officers of Dover Downs in the Merger”;

the potential risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the Merger and satisfy all of the conditions to the Merger;

the possibility that the Merger and the related integration process could result in the loss of key employees, the disruption of on-going business and the loss of customers;

the costs to be incurred in connection with the Merger, including the costs of integrating the businesses of Twin River and Dover Downs and the transaction expenses arising from the Merger;

the risk of litigation that may result from the announcement of the transaction, which may be payable even if the transaction is not completed;

the fact that, pursuant to the Merger Agreement, Dover Downs must generally conduct its business in the ordinary course and is subject to certain restrictions on the conduct of its business prior to the completion of the Merger or termination of the Merger Agreement, which may delay or prevent Dover Downs from pursuing business opportunities that may arise or preclude actions that would be advisable if Dover Downs were to remain an independent company;

the fact that Dover Downs would no longer exist as an independent company;

the restrictions on Dover Downs ability to solicit or engage in discussions or negotiations with a third party regarding specific transactions involving Dover Downs, and the termination fee payable to Twin River upon the occurrence of certain events, and the possible deterrent effect that paying such fee might have on the desire of other potential acquirers to propose an alternative transaction that may be more advantageous to Dover Downs stockholders; and

the fact that the exchange ratio was fixed at the time that the Merger Agreement was signed, and therefore the number of shares that Dover Downs stockholders will receive in the Merger will not be adjusted as a result of any changes in the market price of a share of Dover Downs common stock and/or the value of a share of class A common stock prior to the consummation of the Merger.
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Recommendations of Dover Downs Board of Directors
The foregoing discussion of the information and factors considered by the Dover Downs board of directors is not intended to be exhaustive, but includes the material factors considered by the Dover Downs board of directors. In reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Dover Downs board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Dover Downs board of directors considered all these factors as a whole, including discussions with, and questioning of, Dover Downs management and Dover Downs financial and legal advisors, and on the whole considered the factors to be favorable to, and to support, its determination.
For the reasons set forth above, the Dover Downs board of directors determined that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Dover Downs and its stockholders, and adopted and approved the Merger Agreement and the transactions contemplated by it. The Dover Downs board of directors recommends that the Dover Downs stockholders vote “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
The foregoing explanation of Dover Downs board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”
Opinion of the Financial Advisor to the Committee
On July 20, 2018, Houlihan Lokey orally rendered its opinion to the Committee (on which the Dover Downs board of directors was also permitted to rely and which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Committee dated July 20, 2018), as to, as of such date, the fairness, from a financial point of view, to the holders of Dover Downs Stock, other than the Excluded Holders, of the exchange ratio provided for in the Merger pursuant to the Merger Agreement. “Excluded Holders” refers to the directors and officers of Dover Downs, their respective immediate family members, RMT Trust, Twin River, Merger Sub I and their respective affiliates.
Houlihan Lokey’s opinion was furnished for the use of the Committee and the Dover Downs board of directors (each in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of Dover Downs Stock, other than the Excluded Holders, of the exchange ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be, and does not constitute, advice or a recommendation to the Committee, the Dover Downs board of directors, any security holder of Dover Downs or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.
In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as Houlihan Lokey deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:
1.
reviewed a draft, dated July 18, 2018, of the Merger Agreement;
2.
reviewed certain publicly available business and financial information relating to Dover Downs and Twin River that Houlihan Lokey deemed to be relevant;
3.
reviewed certain information relating to the historical, current and future operations, financial condition and prospects of Dover Downs and Twin River made available to Houlihan Lokey by Dover Downs and Twin River, including (a) financial projections (and adjustments thereto) prepared by the management of Dover Downs relating to Dover Downs for the fiscal years ending
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December 31, 2018 through 2023 (the “Dover Downs Projections”) and (b) financial projections prepared by the management of Twin River relating to Twin River for the fiscal years ending December 31, 2018 through 2022 (the “Twin River Projections”);
4.
spoke with certain members of the managements of Dover Downs and Twin River and certain of their representatives and advisors regarding the respective businesses, operations, financial condition and prospects of Dover Downs and Twin River, the Merger and related matters;
5.
compared the financial and operating performance of Dover Downs and Twin River with that of public companies that Houlihan Lokey deemed to be relevant;
6.
reviewed the publicly available financial terms of certain transactions that Houlihan Lokey deemed to be relevant;
7.
reviewed the current and historical market prices and trading volume for certain of Dover Downs’ publicly traded securities; and
8.
conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.
Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of Dover Downs advised Houlihan Lokey, and Houlihan Lokey assumed, that the Dover Downs Projections was reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to future financial results and condition of Dover Downs. Furthermore, at Dover Downs’ direction Houlihan Lokey assumed that the Twin River Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of Twin River as to the future financial results and condition of Twin River. Houlihan Lokey expressed no view or opinion with respect to the Dover Downs Projections, the Twin River Projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Dover Downs or Twin River since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. Managements of Dover Downs and Twin River each advised Houlihan Lokey that the impact of recent changes in the laws regarding sports betting on the future financial results and condition of Dover Downs and Twin River was unknown at the time of Houlihan Lokey’s opinion and not susceptible to estimation or determination. Management of Dover Downs also advised Houlihan Lokey that it believed it was reasonable for Houlihan Lokey to assume, for purposes of its analyses and opinion, the impact of such changes on the future financial results and condition of Dover Downs and Twin River would not be disproportionate and, consequently, at Dover Downs’ direction, for purposes of its analyses and opinion Houlihan Lokey did not take into account any aspect or implication of such recent changes in laws regarding sports betting.
Houlihan Lokey relied upon and assumed, without independent verification, that (1) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (2) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (3) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (4) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey also assumed, with Dover Downs’ consent, that the Merger would qualify, for federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Code. Houlihan Lokey relied upon and assumed, without independent verification, that (1) the Merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (2) all governmental,
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regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of Dover Downs or Twin River, or otherwise have an effect on the Merger, Dover Downs or Twin River or any expected benefits of the Merger that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement identified above.
Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Dover Downs, Twin River or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Dover Downs or Twin River was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Dover Downs or Twin River was or may have been a party or was or may have been subject.
Houlihan Lokey was not requested to, and did not, (1) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, businesses or operations of Dover Downs, Twin River or any other party, or any alternatives to the Merger, (2) negotiate the terms of the Merger, or (3) advise the Committee, the Dover Downs board of directors or any other party with respect to alternatives to the Merger. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of the opinion. Houlihan Lokey did not undertake, and was under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of the opinion. Houlihan Lokey did not express any opinion as to what the value of Twin River common stock actually would be when issued pursuant to the Merger or the price or range of prices at which Dover Downs Stock or Twin River common stock could be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the shares of Twin River common stock to be issued in the Merger to holders of Dover Downs Stock would be listed on the NYSE or Nasdaq if  (and only if) such shares do not meet the qualifications for listing on the NYSE immediately following the consummation of the Merger.
Houlihan Lokey’s opinion was furnished for the use of the Committee and the Dover Downs board of directors (each in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and did not constitute, a recommendation to the Committee, the Dover Downs board of directors, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.
Houlihan Lokey’s opinion only addressed the fairness, from a financial point of view, to the holders of Dover Downs Stock other than the Excluded Holders, of the exchange ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any agreement, arrangement or understanding entered into in connection therewith or otherwise, including, without limitation, any aspect or implication of the voting agreements to be entered into between certain holders of Dover Downs Stock and Twin River. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the underlying business decision of the Committee, the Dover Downs board of directors, Dover Downs, its security holders or any other party to proceed with or effect the Merger, (2) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the exchange ratio to the extent expressly specified in the opinion), (3) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of Dover Downs, or to any other party, except if and only to the extent expressly set forth in the last sentence of the opinion, (4) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for Dover
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Downs, Twin River or any other party, (5) the fairness of any portion or aspect of the Merger to any one class or group of Dover Downs’ or any other party’s security holders or other constituents vis-à-vis any other class or group of Dover Downs’ or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents, including, without limitation, holders of the Dover Downs common stock and the Dover Downs class A common stock), (6) whether or not Dover Downs, Twin River, their respective security holders or any other party was receiving or paying reasonably equivalent value in the Merger, (7) the solvency, creditworthiness or fair value of Dover Downs, Twin River or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (8) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the exchange ratio or otherwise. Except as expressly provided therein, Houlihan Lokey’s opinion did not address the individual circumstances of specific security holders with respect to control, voting or other rights, aspects or relationships which may distinguish such holders, or the different voting or other non-economic attributes of the different classes of equity securities of Dover Downs. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Committee, on the assessments by the Committee, the Dover Downs board of directors, Dover Downs and their respective advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to Dover Downs, Twin River and the Merger or otherwise.
In preparing its opinion to the Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.
In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Dover Downs, Twin River or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Dover Downs Projections, the Twin River Projections and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Dover Downs and Twin River. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.
Houlihan Lokey’s opinion was only one of many factors considered by the Committee and the Dover Downs board of directors in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Committee or the Dover Downs board of directors with respect to the Merger or the exchange ratio. The type and amount of
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consideration payable in the Merger were determined through negotiation between Dover Downs and Twin River. The decision to recommend the Merger to the Dover Downs board of directors was solely that of the Committee, and the decision to enter into the Merger Agreement was solely that of the Dover Downs board of directors.
Financial Analyses
The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Committee and the Dover Downs board of directors on July 20, 2018. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.
For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

Enterprise Value — generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of debt outstanding, preferred stock and non-controlling interests, and less the amount of cash and cash equivalents on its balance sheet.

Adjusted EBITDA — generally, the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization for a specified time period, as adjusted for certain non-recurring items.
Unless the context indicates otherwise, enterprise values used in the selected companies analysis described below were calculated using the closing price of the common stock of the selected companies listed below as of July 18, 2018. The estimates of future financial performance of Dover Downs and Twin River relied upon for the financial analyses described below were based on the Dover Downs Projections and the Twin River Projections, respectively. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.
Selected Companies Analysis.   Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant. The companies used for such comparison were selected because they were, based on Houlihan Lokey’s experience and judgment, deemed to be similar to Dover Downs in one or more respects, including the nature of their business, size, diversification and financial performance. No specific numerical or other similar criteria were used to select the selected companies, and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. Houlihan Lokey identified a sufficient number of companies for purposes of its analysis but may not have included all companies that might be deemed comparable to Dover Downs. The financial data reviewed included:

Enterprise value as a multiple of adjusted EBITDA for the last 12 months, or “LTM Adjusted EBITDA”;

Enterprise value as a multiple of estimated adjusted EBITDA for the calendar year ending December 31, 2018, or “CY 2018E Adjusted EBITDA”;

Enterprise value as a multiple of estimated adjusted EBITDA for the calendar year ending December 31, 2019, or “CY 2019E Adjusted EBITDA”; and

Enterprise value as a multiple of estimated adjusted EBITDA for the calendar year ending December 31, 2020, or “CY 2020E Adjusted EBITDA.”
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The selected companies and corresponding multiples were:
EV to Adjusted EBITDA
Selected Company
LTM
CY 2018E
CY 2019E
CY 2020E
Boyd Gaming Corporation
12.4x 11.5x 8.5x 8.0x
Churchill Downs Incorporated
15.8x 14.6x 12.9x NA
Eldorado Resorts, Inc.
13.2x 12.2x 11.3x 11.0x
Full House Resorts, Inc.
11.3x 8.8x 7.8x 6.7x
Golden Entertainment, Inc.
12.0x 9.8x 9.0x 8.5x
Monarch Casino & Resort, Inc.
16.1x 14.1x 11.4x 9.0x
Nevada Gold & Casinos, Inc.
5.5x NA NA NA
Penn National Gaming, Inc.
10.3x 8.5x 8.4x 8.5x
Dover Downs.   Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 6.5x to 7.5x to Dover Downs’ LTM Adjusted EBITDA ended March 31, 2018, 6.0x to 7.0x to Dover Downs’ estimated CY 2018E Adjusted EBITDA, 6.0x to 7.0x to Dover Downs’ estimated CY 2019E Adjusted EBITDA and 5.5x to 6.5x to Dover Downs’ estimated CY 2020E Adjusted EBITDA.
Twin River.   Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 8.0x to 9.0x to Twin River’s LTM Adjusted EBITDA ended March 31, 2018, 7.5x to 8.5x to Twin River’s estimated CY 2018E Adjusted EBITDA, 7.0x to 8.0x to Twin River’s estimated CY 2019E Adjusted EBITDA and 7.0x to 8.0x to Twin River’s estimated CY 2020E Adjusted EBITDA.
Implied Dover Downs Equity Contribution Reference Range.   The selected companies analysis indicated implied Dover Downs equity contribution reference ranges of 6.6% to 8.9% based on LTM Adjusted EBITDA ended March 31, 2018, 6.0% to 8.3% based on estimated CY 2018E Adjusted EBITDA, 5.7% to 8.0% based on estimated CY 2019E Adjusted EBITDA and 6.3% to 9.0% based on estimated CY 2020E Adjusted EBITDA, as compared to the 7.225% of Twin River common stock to be owned by the holders of Dover Downs Stock immediately following the consummation of the Merger pursuant to the Merger Agreement.
Discounted Cash Flow Analysis.   Houlihan Lokey performed a discounted cash flow analysis of Dover Downs and Twin River based on the Dover Downs Projections and the Twin River Projections, respectively. For Dover Downs, Houlihan Lokey applied a range of terminal value multiples of 6.5x to 7.5x and discount rates ranging from 10.0% to 11.0%. For Twin River, Houlihan Lokey applied a range of terminal value multiples of 8.0x to 9.0x and discount rates ranging from 7.5% to 8.5%. The discounted cash flow analysis indicated an implied Dover Downs equity contribution reference range of 6.0% to 7.9%, as compared to the 7.225% of Twin River common stock to be owned by the holders of Dover Downs Stock immediately following the consummation of the Merger pursuant to the Merger Agreement.
Other Matters
Houlihan Lokey was engaged by Dover Downs to provide an opinion to the Committee with respect to the fairness, from a financial point of view, to the holders of Dover Downs Stock other than the Excluded Holders, of the exchange ratio provided for in the Merger pursuant to the Merger Agreement. Dover Downs engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations, and for other purposes. Pursuant to its engagement by Dover Downs Houlihan Lokey is entitled to an aggregate fee of  $350,000 for its services, $100,000 of which became payable upon the execution of Houlihan Lokey’s engagement letter, $150,000 of which became payable upon the delivery of Houlihan Lokey’s opinion and the balance of which is payable upon the consummation of the Merger. Dover Downs has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses arising out of or relating to Houlihan Lokey’s engagement.
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In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity and other securities and financial instruments (including loans and other obligations) of, or investments in, Dover Downs, Twin River, or any other party that may be involved in the Merger and their respective affiliates or any currency or commodity that may be involved in the Merger.
Houlihan Lokey and certain of its affiliates have in the past provided and are currently providing investment banking, financial advisory and/or other financial or consulting services to Standard General, L.P. (“SG”), Twin River’s largest stockholder, or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, SG (collectively, with SG, the “SG Group”), for which Houlihan Lokey and its affiliates have received, and may receive, compensation, including, among other things, during the last two years having acted as financial advisor to ALST Casino Holdco LLC, then a member of the SG Group, in connection with its sale transaction, which closed in September 2016 for which Houlihan Lokey received compensation of approximately $6.8 million. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Dover Downs, Twin River, members of the SG Group, other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by SG, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with members of the SG Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Dover Downs, Twin River, members of the SG Group, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.
Certain Unaudited Projections
In connection with its consideration of the potential combination, the Dover Downs board of directors was provided the Dover Downs Projections and the Twin River Projections (collectively, the “Projections”). The Projections also were provided to the financial advisor to the Committee, Houlihan Lokey, in connection with the preparation of its opinion.
The Projections are included in this proxy statement/prospectus solely to provide Dover Downs stockholders access to information made available in connection with the Dover Downs board of directors’ consideration of the Merger, and not to influence any Dover Downs stockholder or other person to make any investment or voting decision with respect to the Merger Proposal or for any other purpose. In particular, the Projections should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the dates on which the Projections were prepared, which was generally July 2018 in the case of the Dover Downs Projections and February 2018 in the case of the Twin River Projections, and as discussed below, are inherently uncertain and unreliable.
The Projections:

were based upon numerous estimates or expectations, beliefs, opinions and assumptions, all of which are difficult to predict and many of which are beyond Dover Downs’ or Twin River’s control and may not be realized, with respect to Twin River’s and Dover Downs’ businesses, including their respective results of operations and financial condition, competition and with respect to general business, economic, market, regulatory and financial conditions and other future events, including those described as “Risk Factors” on pages 24 to 42 of this proxy statement/prospectus, as well as various assumptions as the effects of the competitive facilities and the results from new facilities and new initiatives that are inherently difficult to estimate or accurately forecast, including, among other key matters, the following:
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the effects of the Encore-Boston facility discussed in “Risk Factors —  The Combined Company’s business will be particularly sensitive to reductions in consumers’ discretionary spending as a result of downturns in the economy or other changes it cannot accurately predict” at page 33 of this proxy statement/prospectus, including that Encore-Boston would open on January 1, 2020 despite the fact that the developers of the Encore-Boston facility indicated after the Twin River Projections were prepared that they had targeted July 1, 2019 as the opening date for the facility notwithstanding pending litigation and other factors that could delay the actual opening date;

various assumptions as to completion dates, ramp-up rates and operating results for Twin River’s new hotel constructed adjacent to its flagship property in Lincoln, Rhode Island and the Tiverton Hotel & Casino in Rhode Island near the Massachusetts border, as well as the timing and effects of the shutdown of Twin River’s Newport Grand Casino on southern Rhode Island;

various assumptions about new operating initiatives, including stadium gaming at Twin River’s Lincoln facility and developments such as the legalization of sports betting;

do not take into account the circumstances or events occurring after the date they were prepared, including the Merger Agreement, costs incurred or to be incurred in connection with the Merger or the effect of any failure of the Merger to occur, public company costs to be incurred by Twin River as a publicly traded company, synergies expected to be realized in the Merger, as well as costs to achieve such synergies, and costs incurred relating to strategic initiatives and capital developments;

do not take into account changes in revenue and other developments in Twin River’s and Dover Downs’ businesses, whether of a one-time nature or ongoing matters, as well as the companies’ actual results of operations after the Dover Downs Projections and the Twin Rivers Projections, as applicable, were prepared;

are not necessarily indicative of current market conditions or future performance, which may be significantly more or less favorable than as set forth in the Projections or may be realized at different times or amounts than assumed in the preparation of the Projections;

are not, and should not be regarded as, representations that any of the expectations contained in, or forming a part of, the Projections will actually be achieved in whole or in part; and

were prepared separately and not considered on a pro forma or any other basis to give effect to the Merger.
Dover Downs management believes that the assumptions used as a basis for the Dover Downs Projections were reasonable based on the information available to Dover Downs management at the time prepared, and Twin River management believes that the assumptions forming a basis for the Twin River Projections were reasonable based on the information available to Twin River management at the time prepared. Notwithstanding the foregoing, the Projections are not a guarantee of, and are not necessarily predictive of actual future performance. The future financial results of Twin River’s and Dover Downs’ businesses, separately and together giving effect to the Merger, may differ materially from those expressed in the Projections due to factors that are beyond Dover Downs’ or Twin River’s ability to control or predict.
Although the Projections were prepared with numerical specificity, they are forward-looking statements that involve inherent risks and uncertainties. Further, the Projections cover multiple years and such information by its nature becomes less predictive with each successive period. Stockholders are urged to read the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” for additional information regarding the risks inherent in forward-looking information such as the Projections. Dover Downs stockholders also should review the factors described in the section of this proxy statement/prospectus entitled “Risk Factors.”
Neither Dover Downs nor Twin River or any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were
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generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized. Neither Twin River nor Dover Downs has made any representations in the Merger Agreement or otherwise concerning the Projections.
Certain of the financial information contained in the Projections, including Adjusted EBITDA and Adjusted EBIT, are non-GAAP financial measures. Dover Downs management provided this information to the Dover Downs board of directors and the financial advisor to the Committee because Dover Downs management believed it could be useful in evaluating Twin River, in the case of the Twin River Projections, and Dover Downs’ business, in the case of the Dover Downs Projections. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Dover Downs or Twin River may not be comparable to similarly titled amounts used by other companies or as may have been used in other contexts by Dover Downs or Twin River.
The Projections were not prepared with a view towards public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The projections have not been audited. Neither the independent registered public accounting firms of Dover Downs or Twin River nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and the independent accounting firms of Dover Downs and Twin River assume no responsibility for, and disclaim any association with, the Projections.
The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that Dover Downs or Twin River or their respective affiliates or representatives considered or consider the Projections to be necessarily predictive of actual future events, and the Projections should not be relied upon as such. The Projections should be evaluated in conjunction with the limitations described above and the historical financial statements and other information regarding Dover Downs’ and Twin River’s businesses contained elsewhere in this proxy statement/prospectus. In light of the foregoing factors and the uncertainties inherent in Projections, stockholders are cautioned not to place undue reliance on these Projections.
The Twin River Projections
The following summarizes the Twin River Projections (as adjusted(1)):
In millions
2018E
2019E
2020E
2021E
2022E
Revenues, Net
$ 476.6 $ 512.5 $ 491.7 $ 507.4 $ 523.6
Adjusted EBITDA(2)
$ 179.4 $ 204.5 $ 183.6 $ 190.8 $ 196.7
(1)
Adjustments, which are not in the aggregate material, provide for estimated stock-based compensation in line with historical levels.
(2)
Defined as earnings before interest, tax, depreciation and amortization adjusted for certain non-recurring items.
The Dover Downs Projections
Dover Downs management prepared non-public Projections with respect to Dover Downs’ business as a stand-alone company.
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The following sets forth the Dover Downs Projections:
In millions
2018E
2019E
2020E
2021E
2022E
2023E
Revenues, Net
$ 197.5 $ 203.6 $ 211.0 $ 215.3 $ 219.8 $ 224.4
Adjusted EBITDA(1)
$ 15.2 $ 15.7 $ 16.7 $ 17.2 $ 17.8 $ 18.4
Adjusted EBIT(2)
$ 7.0 $ 7.7 $ 8.7 $ 9.2 $ 9.8 $ 10.4
(1)
Defined as earnings before interest, tax, depreciation and amortization, adjusted for certain non-recurring items and pro forma for the impact of changes to Delaware legislation.
(2)
Defined as earnings before interest and tax, adjusted for certain non-recurring items.
Twin River’s Reasons for the Merger
The Twin River board of directors believes that the Merger and other transactions will accomplish a number of important business objectives for Twin River, including further diversifying its asset base, enhancing its financial position, providing enhanced opportunities for the Combined Company and increasing value for and providing liquidity options to Twin River’s stockholders that they do not now have. Twin River would become a publicly traded company in the Merger and Twin River stockholders would have increased opportunities to receive liquidity for their investment due to the listing and a potential capital return transaction expected to be initiated after the Merger.
Following the completion of the Merger, Twin River expects to consider effecting a potential tender offer or other return of capital transaction. As of the date of this proxy statement/prospectus, no decision had been made as to the nature or size of such a transaction and there can be no assurance that such a transaction will be initiated or as to the timing or terms thereof.
In reaching a decision to approve the Merger Agreement and to proceed with the transactions, the Twin River board of directors, in consultation with Twin River’s management and financial and legal advisors, considered a variety of factors, including the factors listed below that it believes generally support the decision:

Dover Downs’ business and prospects, alone and as part of Twin River, and potential synergies, growth opportunities and increased cash flow expected from the Merger;

the Combined Company’s anticipated financial position after the Merger, which is expected to be sufficient to both support future growth and a return of capital to stockholders;

the terms of the Merger Agreement and negotiations giving rise thereto, including the exchange ratio;

advice from Moelis and Stifel to the Twin River board of directors relating to the terms of the transaction;

the opportunity to provide potential liquidity for Twin River stockholders who desire it through Twin River becoming publicly traded and a potential tender offer or other return of capital transaction after the closing;

the belief that the Merger and related transactions did not preclude Twin River from pursuing other potential strategic alternatives in the future; and

the strategic assessment process conducted by Twin River.
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In the course of its consideration of the Merger and related transactions, the Twin River board of directors also considered a variety of risks and potentially negative factors, including the following:

the value of the Twin River common stock to be issued in the Merger could fluctuate, perhaps significantly, based on a variety of factors, some of which are outside of the control of Twin River and could be unrelated to the performance of Twin River, including that (1) Twin River has not been publicly traded and as such a market for its shares may not develop or may be highly volatile, (2) even after the Merger, Twin River will not be as large and geographically diverse as some publicly traded regional gaming companies, (3) some Twin River stockholders may desire liquidity for their shares beyond the liquidity expected to be made available in a potential tender offer or other return of capital transaction that may be initiated after the completion of the Merger, which could exacerbate the volatility of trading in Twin River common stock after the Merger, and (4) competitive conditions, including from new facilities in Massachusetts, general stock market conditions and the performance of Twin River’s business:

the risk of not realizing the anticipated strategic benefits of the Merger;

risks relating to the integration of Dover Downs with the business and operations of Twin River and the fact that the synergies and cost savings anticipated might not be realized or might take longer to be realized than anticipated;

the risk of diverting Twin River and Dover Downs management focus and resources from operational matters and other strategic opportunities while working to complete the Merger and integrate Dover Downs and Twin River;

the risk one or more of the conditions to the parties’ obligations to complete the Merger and related transactions will not be satisfied or waived which, while not expected, could cause the Merger and related transactions not to be completed;

the requirement that Twin River conduct its business substantially in the ordinary course of business in the period between signing and closing, subject to specific limitations and exceptions, which could delay or prevent Twin River from undertaking business opportunities that may arise prior to the completion of the Merger and related transactions; and

risks of the type and nature described under the section of this proxy statement/prospectus titled “Risk Factors.”
The foregoing discussion considered by the Twin River board of directors is not exhaustive. In view of the wide variety of factors considered by the Twin River board of directors in connection with the evaluation of the strategic alternatives available to Twin River and the evaluation of the Merger and related transactions and in view of the complexity of the factors considered, the Twin River board of directors did not consider it practical to, nor did it attempt to, quantify, rank or assign relative weights to the factors that it considered in making its decision to approve the Merger Agreement and the transactions. Instead, the Twin River board of directors considered the factors described above, among others, in deciding to approve the Merger. In considering the factors described above and any other factors, individual members of the Twin River board of directors may have viewed factors differently or given different weight, merit or consideration to different factors.
This discussion of Twin River’s reasons for the Merger is forward looking in nature and should be read in light of the factors discussed in the sections of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”
Governance of Twin River Following the Merger
The corporate headquarters of the Combined Company is expected to be located in Lincoln, Rhode Island. The directors of Twin River serving on the Twin River board of directors immediately before the consummation of the Merger will continue to be the directors of Twin River immediately following the closing of the Merger. In connection with the Merger, Twin River and Dover Downs expect Jeffrey W. Rollins, a director and member of the audit committee of Dover Downs, to join the Twin River board of directors following the consummation of the Merger.
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Closing and Effective Time of the Merger
Unless another date is agreed upon by the parties, the closing will take place on the second business day after the date on which the conditions to closing (described in the section entitled “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 85 of this proxy statement/​prospectus) (other than those conditions which by their terms are to be satisfied or waived as of the closing but subject to the satisfaction or waiver of those conditions at the closing) have been satisfied or waived.
On or before the closing date, a certificate of merger will be filed with the Secretary of State of the State of Delaware in the form that is required by the DGCL. The Merger will become effective on the date and time of the filing of the certificate of merger or at such later time as may be agreed by Twin River and Dover Downs and specified in the certificate of merger.
Treatment of Equity and Equity-Based Awards
Dover Downs has granted restricted shares of Dover Downs common stock to its employees, including its executive officers. Under the Merger Agreement, at the effective time of the Merger, each share of Dover Downs restricted stock will vest in full and will be converted into the right to receive the Merger Consideration in respect of one share of Dover Downs Stock. Following the completion of the Merger and the conversion of the Dover Downs restricted stock pursuant to the Merger Agreement, the restricted stock awards will terminate, and no further vesting, lapse, or other restrictions under the terms of the award agreements relating to Dover Downs restricted stock will apply.
Under the Merger Agreement, Dover Downs may not issue Dover Downs Stock, securities convertible into or exchangeable for Dover Downs Stock or other equity grants, except pursuant to the exercise or settlement of any already outstanding equity award or the issuance of annual equity awards in the ordinary course of business consistent with past practice. There are no outstanding stock options or other securities convertible into or exchangeable for Dover Downs Stock (other than the Dover Downs restricted stock).
Regulatory Approvals
General
Dover Downs and Twin River agreed in the Merger Agreement to use their reasonable best efforts to take, and to assist and cooperate with each other in taking, all actions and to use their reasonable best efforts to do all things reasonably necessary, proper or advisable, to consummate the Merger and the other transactions contemplated by the Merger Agreement, subject to certain specified limitations under the Merger Agreement. Although Dover Downs and Twin River expect that all required regulatory clearances and approvals will be obtained, Dover Downs and Twin River cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the closing of the Merger not being satisfied.
HSR Act and U.S. Antitrust Matters
Under the HSR Act, and the rules promulgated under the HSR Act, the parties must file notification and report forms with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice and observe specified waiting period requirements before consummating the Merger in certain circumstances. Dover Downs and Twin River are assessing HSR requirements and will file a notification and report if required under the HSR Act.
Other
In addition, Dover Downs and Twin River must also obtain approval of the Merger from the Delaware gaming authority. Notice filings will be made in Rhode Island, Colorado and Mississippi. As of the date of this proxy statement/prospectus, regulatory approvals have not been obtained.
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Federal Securities Law Consequences
Following the effectiveness of a registration statement on Form S-4, shares of Twin River common stock issued in the Merger will not be subject to any restrictions on transfer arising under the Securities Act or the Exchange Act, except for shares of Twin River common stock issued to any Dover Downs stockholder who may be deemed an “affiliate” of Twin River for the purposes of Rule 144 of the Securities Act after the completion of the Merger. Persons who may be deemed “affiliates” of the Combined Company generally include individuals or entities that control, are controlled by or are under common control with, the Combined Company and may include the executive officers and directors of the Combined Company as well as its principal stockholders.
This proxy statement/prospectus does not cover resales of Twin River common stock received by any person upon the completion of the Merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale of Twin River common stock.
Accounting Treatment
The Merger will be accounted for using the acquisition method of accounting. Twin River will be treated as the “acquirer” for accounting purposes.
Dividend Policy Following the Merger
Twin River has not historically paid regular dividends. However, its board of directors is currently contemplating the Combined Company’s dividend policy and the Combined Company may pay dividends in the future. Any determination to pay dividends in the future will be at the discretion of the Combined Company’s board of directors and will depend upon among other factors, the Combined Company’s earnings, cash requirements, financial condition, requirements to comply with the covenants under its debt instruments and the Regulatory Agreement, legal considerations, and other factors that the Combined Company’s board of directors deems relevant.
Listing of Twin River Common Stock on Stock Exchange
At this time, there is no established public trading market for Twin River common stock. Twin River common stock is not currently traded or quoted on a stock exchange or quotation system. At the closing of the Merger, Twin River will become a publicly traded company and the Twin River common stock is expected to be listed on the NYSE or Nasdaq.
Delisting and Deregistration of Dover Downs Common Stock
If the Merger is completed, Dover Downs common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Dover Downs will no longer be required to file periodic reports with the SEC.
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THE MERGER AGREEMENT
The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A and incorporated into this proxy statement/prospectus by reference. Dover Downs encourages you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement/prospectus. The following summary of the Merger Agreement is included in this proxy statement/prospectus to provide you with information regarding the terms of the Merger Agreement and is not intended to provide any factual information about Twin River or Dover Downs.
The Merger Agreement contains representations and warranties and covenants by each of the parties to the Merger Agreement. These representations and warranties have been made by Dover Downs solely for the benefit of Twin River, on the one hand, and by Twin River, Merger Sub I and Merger Sub II, solely for the benefit of Dover Downs, on the other hand, and:

may not be intended as statements of fact, but rather as a way of allocating risk between Twin River and Dover Downs in the event the statements therein prove to be inaccurate;

have been qualified in important respects by confidential disclosures that were exchanged between Twin River and Dover Downs at the time they entered into the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; and

may apply standards of materiality in a way that is different from the standard of materiality that is applicable to disclosures to investors.
Moreover, information concerning the subject matter of the representations and warranties in the Merger Agreement and described below may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement/prospectus. In addition, if specific material facts arise that contradict the representations and warranties in the Merger Agreement, each of Twin River or Dover Downs, as applicable, will disclose those material facts in the public filings that it makes with the SEC if it determines that it has a legal obligation to do so. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement/prospectus.
Structure and Effect of the Merger
Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the effective time of the Merger, Merger Sub I will merge with and into Dover Downs, with Dover Downs surviving the Merger as an indirect wholly owned subsidiary of Twin River. Immediately following the Merger, Dover Downs, as the surviving corporation, will merge with and into Merger Sub II, with Merger Sub II surviving as an indirect wholly owned subsidiary of Twin River and limited liability company. At the effective time of the Subsequent Merger, all of the property, rights, privileges, powers and franchises of Dover Downs, Merger Sub I and Merger Sub II will vest in Merger Sub II as the surviving limited liability company and all debts, liabilities, obligations, restrictions, disabilities and duties of Dover Downs, Merger Sub I and Merger Sub II will become the debts, liabilities, obligations, restrictions, disabilities and duties of Merger Sub II as the surviving limited liability company.
From and after the effective time of the Merger and before the effective time of the Subsequent Merger, the certificate of incorporation and bylaws of Dover Downs will be amended to read as the certificate of organization and bylaws of the Merger Sub I. The directors of Merger Sub I immediately before the effective time of the Merger will be the directors and officers of the surviving corporation and the officers of Dover Downs immediately before the effective time of the Merger will be the officers of the surviving corporation.
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From and after the effective time of the Subsequent Merger, the certificate of formation and operating agreement of Merger Sub II in effect immediately prior to the effective time of the Subsequent Merger will be the certificate of formation and operating agreement, respectively, of the surviving limited liability company of the Subsequent Merger. The managers of Merger Sub II immediately prior to the effective time of the Subsequent Merger will be the managers of the ultimate surviving limited liability company and the officers of the Merger surviving corporation immediately prior to the effective time of the Subsequent Merger will be the officers of the ultimate surviving limited liability company.
The Merger and Subsequent Merger are both intended as part of a single plan. The purpose of the Subsequent Merger is to merge Dover Downs into a limited liability company, so that following the Mergers, Twin River can hold the business and assets of Dover Downs through an indirect wholly owned subsidiary that is organized as a limited liability company. Consummation of the Subsequent Merger will not have any effect on the consideration that Dover Downs stockholders receive in the Merger, and will not affect Twin River, except to change the form of legal entity in which Twin River owns the business and assets of Dover Downs acquired in the Merger.
Closing and Effective Time of the Merger
Unless another date is agreed upon by the parties, the closing will take place on the second business day after the date on which the conditions to closing (described in the section entitled “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 85 of this proxy statement/​prospectus) (other than those conditions which by their terms are to be satisfied or waived as of the closing but subject to the satisfaction or waiver of those conditions at the closing) have been satisfied or waived.
On or before the closing date, a certificate of merger with respect to the Merger will be filed with the Secretary of State of the State of Delaware in the form that is required by the DGCL. The Merger will become effective on the date and time of the filing of the certificate of merger or at such later time as may be agreed by Twin River and Dover Downs and specified in the certificate of merger. On or before the closing date, a certificate of merger with respect to the Subsequent Merger will be filed with the Secretary of State of the State of Delaware in the form that is required by the DGCL and the Delaware Limited Liability Company Act. The Subsequent Merger will become effective on the date and time of the filing of the certificate of merger or at such later time as may be agreed by Twin River and Dover Downs and specified in the certificate of merger.
Merger Consideration; Conversion of Shares
At the effective time of the Merger, all shares of Dover Downs Stock that are outstanding as of the effective time of the Merger (other than shares held in treasury by Dover Downs or owned by Twin River or any direct or indirect wholly owned subsidiary of Dover Downs or Twin River) will automatically be converted into the right to receive fully paid and nonassessable shares of Twin River common stock equal to the exchange ratio, with cash paid in lieu of fractional shares. Each share of Dover Downs common stock and Dover Downs class A common stock will receive the same consideration in the Merger.
The exchange ratio is the quotient determined by dividing the Twin River allocation shares by the Dover Downs fully diluted shares, it being understood that the exchange ratio will be calculated to ensure that the stockholders of Dover Downs receive an aggregate 7.225% stake of Twin River. Twin River allocation shares means an amount equal to the Twin River fully diluted shares multiplied by the calculation percentage.
Twin River fully diluted shares means the total number of shares of Twin River common stock outstanding immediately prior to the effective time of the Merger expressed on a fully diluted and as-converted basis, including (1) the number of outstanding Twin River stock options (as determined by the treasury method), (2) vested restricted stock units of Twin River, and (3) all conditional performance stock units of Twin River for which all conditions have been satisfied as of the effective time of the Merger. Any unvested awards or awards that are outstanding immediately prior to the effective time of the Merger will be excluded from the calculation of Twin River fully diluted shares. Calculation percentage means 0.07787658 (which is the number obtained by dividing 0.07225 by 0.92775).
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Dover Downs fully diluted shares means the total number of shares of Dover Downs Stock outstanding immediately prior to the effective time of the Merger on a fully diluted and as-converted basis, including any shares of restricted stock that are outstanding immediately prior to the effective time of the Merger and including the number of shares of Dover Downs Stock issuable under any option, warrant or other right (determined by the treasury method).
If, between July 22, 2018 and the earlier of the effective time of the Merger or the date of termination of the Merger Agreement, any change in the outstanding shares of capital stock of Dover Downs or Twin River occurs as a result of any forward stock split, reverse stock split, stock dividend, stock sale, reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to shares of Twin River common stock or Dover Downs Stock, then the exchange ratio and any other number or amount in the Merger Agreement based on the number of shares of Dover Downs Stock or common stock of Twin River will be equitably adjusted to provide the holders of Dover Downs Stock and holders of shares of Twin River common stock the same economic effect as contemplated by the Merger Agreement prior to such forward stock split, reverse stock split, stock dividend, stock sale, reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change. Twin River contemplates effecting a stock dividend prior to closing the Merger which would result in a corresponding adjustment to the exchange ratio.
Each share of Dover Downs Stock held in treasury will be cancelled and retired without any conversion or consideration paid in respect to such share. Each share of Dover Downs Stock held by Twin River or any direct or indirect subsidiary of Twin River will be cancelled and retired without any conversion or consideration paid in respect to such share. Each share of common stock of Merger Sub I issued and outstanding immediately prior to the effective time of the Merger will be converted into and will become one newly issued, fully paid and non-assessable unit of the surviving company.
Prior to the effective time of the Merger, the Dover Downs board of directors or the compensation committee of the Dover Downs board of directors will adopt resolutions and take actions necessary to accelerate the vesting of all shares of restricted stock of Dover Downs such that all shares of restricted stock are fully vested immediately prior to the effective time of the Merger. At the effective time of the Merger, each outstanding share of Dover Downs Stock that constitutes restricted stock will be converted into the right to receive Merger Consideration for such Dover Downs Stock.
Exchange Procedures
As soon as reasonably practicable after the effective time of the Merger (but no later than three business days after the effective time of the Merger), Twin River will instruct the exchange agent to mail to each holder of record of Dover Downs Stock a letter of transmittal and instructions for use in effecting the surrender of share certificates or book entry shares. Upon submission of the completed and executed letter of transmittal and surrender of share certificates for cancellation or receipt of an “agent’s message” by the exchange agent or uncertificated shares, the holders of such share certificates or uncertificated shares will receive the Merger Consideration (which, if requested, will be in the form of physical certificates evidencing the shares of Twin River common stock that constitute the Merger Consideration) and cash in lieu of fractional shares, and the certificates transferred or uncertificated shares will be cancelled.
Representations and Warranties
The Merger Agreement contains substantially similar reciprocal representations and warranties of Twin River, Merger Sub I and Merger Sub II, on the one hand, and Dover Downs, on the other hand, regarding, among other things:

due organization, valid existence, good standing and qualification to do business, and corporate power and authority;

capitalization and ownership of subsidiaries;

corporate authorization of the Merger Agreement and the Merger and the valid, binding and enforceable nature of the Merger Agreement;
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the approval and recommendation by such party’s board of the Merger;

the absence of any conflict with, or violation of, or default (with or without notice or lapse of time, or both) under, or right of termination, cancelation or acceleration of any obligation or loss of a benefit under, or creation of any pledge, claim, lien, charge, encumbrance or security interest upon any of the properties or assets under (1) the organizational documents of Twin River or its subsidiaries, on the one hand, or Dover Downs or its subsidiaries, on the other hand, (2) any material contract to which Twin River or its subsidiaries, on the one hand, or Jarden or its subsidiaries, on the other hand, is a party or its respective properties or assets are bound, or (3) any governmental filings, law or order;

required consents and approvals from governmental entities;

SEC documents (with respect to Dover Downs) and financial statements, the absence of material misstatements or omissions in such filings and documents and compliance of such filings with legal requirements;

Maintenance and effectiveness of internal controls and disclosure controls and procedures;

absence of certain undisclosed liabilities since March 31, 2018;

absence of a material adverse effect since March 31, 2018;

existence of and compliance with the terms of certain material contracts;

intellectual property;

applicability of anti-takeover statutes;

tax matters;

compliance with applicable laws (and, with respect to Dover Downs, the listing rules of the NYSE) and governmental orders and corruption laws, filings with regulatory authorities;

employee benefit plan and ERISA matters;

labor and employment matters;

absence of certain legal proceedings, investigations and governmental orders;

broker’s fees payable in connection with the Merger;

opinions from financial advisors;

voting requirements with respect to the Merger;

related party transactions;

insurance policies;

environmental matters; and

accuracy of information supplied or to be supplied in, with respect to Dover Downs, the Dover Downs proxy statement and, with respect to Twin River, this proxy statement/prospectus.
In addition, Twin River has further made representations and warranties regarding, among other things:

corporate authorization of the Subsequent Merger;

the approval and recommendation by Twin River’s board of the Subsequent Merger;

ownership, operation and assets of Merger Sub I and Merger Sub II;

ownership of Dover Downs Stock; and

issuance of shares of Twin River common stock.
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Many of the representations and warranties in the Merger Agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would be material to or have a material adverse effect with respect to the party making the representation or warranty).
For purposes of the Merger Agreement, a “material adverse effect” means, with respect to a party, any change, effect, development, condition or occurrence that, individually or in the aggregate with all other effects, is materially adverse on or with respect to the business, financial condition or results of operations of such Party and its subsidiaries, taken as a whole. The definition of  “material adverse effect” excludes any effect to the extent:

in or generally affecting the economy or the financial, commodities or securities markets of the United States or elsewhere in the world or the industries where such party operates (but only to the extent such effect affects the Party and its subsidiaries in a disproportionate manner as compared to other companies that participate in the business, industries or geographic region or territory in which such Party and its subsidiaries operate or would prevent or materially delay such party from consummating the transactions contemplated by the Merger Agreement or otherwise prevent or materially delay such party from performing its obligations under the Merger Agreement);

resulting from or arising out of:

the pendency or announcement of or compliance with the Merger Agreement or the transactions contemplated by the Merger Agreement, including the loss of any customer, vendor, supplier or prospect or a reduction in the amount of business such customer, vendor or supplier does with such party resulting from or arising out of the pendency or announcement of the Merger Agreement or the transactions contemplated by the Merger Agreement;

any departure or termination of any officers, directors, employees or independent contractors of such party;

any changes in GAAP, law or accounting standards or interpretation of any of them (but only to the extent such effect affects the Party and its subsidiaries in a disproportionate manner as compared to other companies that participate in the business, industries or geographic region or territory in which such Party and its subsidiaries operate or would prevent or materially delay such party from consummating the transactions contemplated by the Merger Agreement or otherwise prevent or materially delay such party from performing its obligations under the Merger Agreement);

any natural disasters, weather related or force majeure events (but only to the extent such effect affects the Party and its subsidiaries in a disproportionate manner as compared to other companies that participate in the business, industries or geographic region or territory in which such Party and its subsidiaries operate or would prevent or materially delay such party from consummating the transactions contemplated by the Merger Agreement or otherwise prevent or materially delay such party from performing its obligations under the Merger Agreement);

any changes in national or international political conditions, including engagement in hostilities, the outbreak or escalation of hostilities or acts of war, sabotage or terrorism (but only to the extent such effect affects the Party and its subsidiaries in a disproportionate manner as compared to other companies that participate in the business, industries or geographic region or territory in which such Party and its subsidiaries operate or would prevent or materially delay such party from consummating the transactions contemplated by the Merger Agreement or otherwise prevent or materially delay such party from performing its obligations under the Merger Agreement);
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the failure of such party to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a material adverse effect);

any change in the market price or trading volume of such party’s securities (provided that that the facts or occurrences giving rise or contributing to such change may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a material adverse effect);

any direct or derivative litigation threatened by or on behalf of a stockholder of a party based on the entry into the Merger Agreement, the Voting Agreement or the transactions contemplated by the Merger Agreement; or

any failure to obtain, or any denial or withdrawal of any application for, any license, consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity in connection with the transactions contemplated by the Merger Agreement.
The representations and warranties contained in the Merger Agreement will not survive the effective time of the Merger.
Conduct of Business
Each of Twin River and Dover Downs has agreed, between the date of the Merger Agreement and the effective time of the Merger, to conduct its business in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve its business intact and maintain its relationships with customers, suppliers, licensors and others having business dealings with such party.
In addition, each of Twin River and Dover Downs has agreed not to take certain actions between the date of the Merger Agreement and the effective time of the Merger, including the following (subject to exceptions described below or as set forth in the disclosure letters that were exchanged between Twin River and Dover Downs at the time they entered into the Merger Agreement):

declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned subsidiary to its parent;

split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

purchase, redeem or otherwise acquire any shares of its or any of its subsidiaries’ capital stock or any rights, warrants or options to acquire any such shares or other securities;

issue, deliver, sell or grant any shares of its capital stock or other voting securities, any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, voting securities or convertible or exchangeable securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, other than:

the issuance of shares pursuant to the exercise or settlement of any equity award granted prior to the date of the Merger Agreement;

in the case of Dover Downs, the issuance of annual equity awards in the ordinary course of business consistent with past practice;

in the case of Dover Downs, the issuance of equity awards to employees or its subsidiaries in amounts and on terms set forth in the disclosure letter delivered to Twin River; and

in the case of Twin River, the issuance of equity awards to directors, officers and employees of Twin River or its subsidiaries in the ordinary course of business consistent in all material respects with past practice;
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make any change in accounting methods, principles or practices material affecting the reported consolidated assets, liabilities or results of operations of such party, except as required by a change in GAAP;

enter into a new line of business outside of its existing business; or

authorize or commit or agree to take any of the above actions.
Dover Downs has further agreed not to take certain actions without the consent of Twin River between the date of the Merger Agreement and the effective time of the Merger, including the following (subject, in each case, to exceptions specified below and in the Merger Agreement or previously disclosed in writing to Twin River as provided in the Merger Agreement):

acquire or agree to acquire any person or business, whether by merging or consolidating with, or by purchasing a substantial equity interest in or portion of the assets of, such person or business, or otherwise or any assets that are material, individually or in the aggregate, to Dover Downs and its subsidiaries, taken as a whole, other than in connection with capital expenditures permitted by the Merger Agreement;

grant or announce any incentive awards or any increase in compensation, severance or termination pay to any employee, officer, director or other service provider of Dover Downs or its subsidiaries, other than (1) to employees or other service providers with an annual base salary less than $100,000 in the ordinary course of business consistent with past practice, excluding any employees or other service providers (who are not also officers or directors of Dover Downs or family members thereof) whose employment or other engagement is terminated prior to the closing date, or (2) to the extent required under existing Dover Downs employee benefit plans or existing employment agreements or by applicable law, hire any new employees or officers, except in the ordinary course of business consistent with past practice with respect to employees or officers with an annual base salary and incentive compensation opportunity not to exceed $100,000 per employee or officer, establish, adopt, enter into, amend, modify or terminate in any material respect any collective bargaining agreement or Dover Downs employee benefit plan or employment agreement, or take any action to accelerate any rights or benefits, pay or agree to pay any pension, retirement allowance, termination or severance pay, bonus or other employee benefit, or make any material determinations not in the ordinary course of business consistent with prior practice under any collective bargaining agreement or Dover Downs employee benefit plan or employment agreement;

sell, lease, license or otherwise dispose of or subject to any lien (other than any permitted lien) any properties or assets, except (1) licenses of or other grants of rights to use intellectual property in the ordinary course of business consistent with past practice, (2) pursuant to material contracts in force on the date of the Merger Agreement, and (3) sales of excess or obsolete assets in the ordinary course of business consistent with past practice;

except intercompany loans and extensions or renewals of Dover Downs’ existing credit facility, incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Dover Downs or any of its subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement of similar economic effect;

make or agree to make any new capital expenditure or expenditures in excess of  $200,000 (other than in the ordinary course of business or capital expenditures that are contemplated by the Dover Downs’ annual budget for fiscal year 2018 and capital expenditure plan for fiscal year 2018);

with respect to any Dover Downs intellectual property, except in the ordinary course of business consistent with past practice, and except for agreements between or among Dover Downs and its subsidiaries, (1) encumber, abandon, fail to maintain, transfer, license to any person, or otherwise dispose of any right, title or interest of Dover Downs or any of its subsidiaries in any Dover
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Downs intellectual property or software products, or (2) divulge, furnish to or make accessible any material confidential or other non-public information in which Dover Downs or any of its subsidiaries has trade secret or equivalent rights within Dover Downs’ intellectual property to any person who is not subject to an enforceable written agreement to maintain the confidentiality of such information;

make or change any material tax election or settle or compromise any tax liability or claim;

waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises that (1) involve the payment of monetary damages equal to or lesser than the amounts specifically reserved with respect thereto on the balance sheet as of December 31, 2017 included in Dover Downs’ SEC filings, or that do not exceed $350,000 individually or in the aggregate, (2) involve any non-monetary outcome, and (3) are with respect to ordinary course customer disputes; or

authorize or commit or agree to take any of the above actions.
Efforts to Obtain Required Stockholder Votes
As promptly as practicable after the Dover Downs proxy statement is declared effective, Dover Downs has agreed to convene a meeting for the purpose of obtaining the required stockholder approval adopting the Merger Agreement, which is (1) the affirmative vote of the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon, and (2) the affirmative vote of the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders. Dover Downs has also agreed to use reasonable best efforts to solicit its stockholders to obtain such approvals, absent a change of recommendation by the Dover Downs board of directors.
No Solicitation of Alternative Proposals
Dover Downs has agreed that neither it nor any of its subsidiaries, nor any of their officers, directors or employees or any of their respective representatives will, directly or indirectly:

solicit, initiate or knowingly encourage the making, submission or announcement of any company acquisition proposal (as defined below);

furnish any nonpublic information regarding Dover Downs or any of its subsidiaries to any person in connection with or in response to a company acquisition proposal;

continue or otherwise engage or participate in any discussions or negotiations with any person with respect to any company acquisition proposal;

except in connection with a change of recommendation of the Dover Downs board of directors pursuant to the terms and conditions of the Merger Agreement, approve, endorse or recommend any company acquisition proposal; or

except in connection with a change of recommendation pursuant to the terms and conditions of the Merger Agreement, enter into any letter of intent, arrangement, agreement or understanding relating to any company acquisition transaction (as defined below).
Before obtaining the requisite stockholder approval in connection with the Merger, the foregoing non-solicitation covenants do not prohibit the Dover Downs board of directors, directly or indirectly through any officer, employee or representative, from furnishing nonpublic information regarding Dover Downs or any of its subsidiaries to, or entering into or participating in discussions or negotiations with, any person in response to an unsolicited, bona fide company acquisition proposal that the Dover Downs board of directors concludes in good faith, after consultation with outside legal counsel and a financial advisor, constitutes or could reasonably be expected to lead to a company superior offer (as defined below) if  (1) the Dover Downs board of directors concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action with respect to such company acquisition proposal would be reasonably likely to result in a breach of its fiduciary duties under applicable law, (2) such proposal did not result from a breach of the non-solicitation covenant, (3) Dover Downs gives Twin River notice of its receipt of such
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proposal or request for non-public information, and (4) Dover Downs furnishes any nonpublic information provided to the maker of the company acquisition proposal only pursuant to a confidentiality agreement between Dover Downs and such person containing customary terms and conditions that in the aggregate are not materially less restrictive than those contained in the confidentiality agreement between Twin River and Dover Downs. Further, the non-solicitation covenant does not prohibit the Dover Downs board of directors from complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any company acquisition proposal.
Dover Downs is required to promptly, and in no event later than 24 hours after its receipt of any company acquisition proposal, or any request for nonpublic information relating to Dover Downs or any of its subsidiaries in connection with a company acquisition proposal, advise Twin River orally and in writing of such company acquisition proposal (including providing the identity of the person making such company acquisition proposal, and, (1) if the company acquisition proposal is in writing, a copy of the company acquisition proposal and any related draft agreements, and (2) if oral, a reasonably detailed summary of the company acquisition proposal). Dover Downs is also required to keep Twin River informed on a prompt basis with respect to any change to the material terms of any company acquisition proposal (and in no event later than 24 hours following any such change), including providing Twin River with a copy of any draft agreements and modifications of any company acquisition proposal.
A “company acquisition proposal” means any offer, proposal or indication of interest received from a third party (other than Twin River and Merger Sub I) providing for any transaction or series of transactions (each, a “company acquisition transaction”) involving (1) any merger, consolidation, share exchange, recapitalization, business combination or similar transaction involving Dover Downs or any of its subsidiaries, (2) any direct or indirect acquisition of securities, tender offer, exchange offer or other similar transaction in which a person or “group” (as defined in the Exchange Act) of persons directly or indirectly acquires beneficial or record ownership of securities representing 10% or more of the outstanding Dover Downs Stock, (3) any direct or indirect acquisition of any business or businesses or of assets that constitute or account for 10% or more of the consolidated net revenues, net income or assets of Dover Downs and its subsidiaries, taken as a whole (based on the fair market value thereof), (4) any liquidation or dissolution of Dover Downs or any material subsidiary of Dover Downs, or (5) any combination of any of the foregoing (in each case, other than any of the transactions contemplated by the Merger Agreement), including any renewal or revision to any previously made offer, proposal or indication of interest.
A “company superior offer” means a bona fide written company acquisition proposal (except that references in the definition of  “company acquisition transaction” to 10% or more will be replaced with 50%) that the Dover Downs board of directors determines, in good faith, after consultation with outside legal counsel and a financial advisor is on terms that are more favorable to Dover Downs stockholders than the transactions contemplated by the Merger Agreement (including any written offer by Twin River to amend the terms of the Merger Agreement) after taking into account all of the terms and conditions of such proposal and the financial, regulatory, legal and other aspects of such company acquisition proposal (including the timing and likelihood of consummation thereof) and the payment, if applicable, of the termination fee.
Change of Dover Downs Board of Directors Recommendation
Dover Downs has agreed that, except as described in the next paragraph, it may not (1) withhold, withdraw or modify, or publicly propose to withhold, withdraw or modify, the Dover Downs board recommendation with respect to the Merger Proposal in a manner adverse to Twin River or make any statement, filing or release, in connection with obtaining the required stockholder approvals or otherwise, inconsistent with the Dover Downs board recommendation with respect to the Merger Proposal, (2) approve, endorse or recommend any company acquisition proposal (any of the foregoing set forth in clauses (1) and (2), a “change of recommendation”), or (3) enter into a written definitive agreement providing for a company acquisition transaction.
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The Dover Downs board of directors may at any time before obtaining the requisite stockholder approval in connection with the Merger (1) effect a change of recommendation in respect of a company acquisition proposal, and/or (2) if it elects to do so in connection with or following a change of recommendation, terminate the Merger Agreement in order to enter into a written definitive agreement providing for a company acquisition transaction, if:

a company acquisition proposal is made to Dover Downs by a third party, and such offer is not withdrawn;

the Dover Downs board of directors determines in good faith after consultation with outside legal counsel and a financial advisor that such offer constitutes a company superior offer;

following consultation with outside legal counsel, the Dover Downs board of directors determines that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law;

Dover Downs gives Twin River five business days’ prior written notice of its intention to take such action, which notice includes the information with respect to such company superior offer (provided that any material revision or amendment to the terms of such company superior offer will require a new notice and, in such case, the notice period will be two business days rather than five business days),

at the end of the five day or two day notice period, as applicable, the Dover Downs board of directors again makes the determination in good faith after consultation with outside legal counsel and a financial advisor that the company acquisition proposal continues to be a company superior offer and, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law.
Additionally, the Dover Downs board of directors may at any time before obtaining the requisite stockholder approval in connection with the Merger, if the Dover Downs board of directors determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law, make a change of recommendation unrelated to a company acquisition proposal in response to an intervening event (as defined below), but only in the event that (1) Dover Downs provides to Twin River at least five business days prior written notice that it intends to take such action, which notice must specify the reasons for proposing to take such action, and include a reasonably detailed description of the intervening event, and (2) Twin River will not, within five business days after receipt of such notice from Dover Downs, have made a proposal that, if accepted, would be binding on Twin River and that has not been withdrawn, to make such adjustments in the terms and conditions of the Merger Agreement in a manner that would obviate the need for the Dover Downs board of directors to make a change of recommendation. If requested by Twin River, Dover Downs is required to negotiate with Twin River regarding any proposal by Twin River during such five business day period.
An “intervening event” is any event, circumstance, change, occurrence, development or effect that materially affects the business, financial condition or results of operations of Dover Downs and its subsidiaries, taken as a whole (other than any event, fact or development or occurrence resulting from a material breach of the Merger Agreement by Dover Downs), that was not known to, or reasonably foreseeable by, the Dover Downs board of directors as of the date of the Merger Agreement (or if known, the magnitude or material consequences of which were not known or reasonably foreseeable by the Dover Downs board of directors as of the date of the Merger Agreement) and becomes known to the Dover Downs board of directors after the date of the Merger Agreement and prior to the receipt of the required stockholder approval in connection with the Merger.
None of the following events will constitute an “intervening event” (1) the receipt of any company acquisition proposal, (2) the pendency, announcement of or compliance with the Merger Agreement or the transactions contemplated by the Merger Agreement, (3) any change in the trading price or trading volume of shares of Dover Downs common stock or shares of Twin River common stock or any change in Dover Downs’ or Twin River’s, as applicable, credit rating, (4) the fact that Dover Downs or Twin River has exceeded or met any projections, forecasts, revenue or earnings predictions or expectations of or for Dover
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Downs or Twin River, as applicable, or any securities analysts for any period ending (or for which revenues or earnings are released) on or after the date of the Merger Agreement, (5) changes in GAAP, other applicable accounting rules or applicable law (including the accounting rules and regulations of the SEC and tax laws) or changes in the interpretation thereof after the date of the Merger Agreement, (6) any changes in general economic or political conditions, or in the financial, credit or securities markets in general (including changes in interest rates, currency or exchange rates, stock, bond and/or debt prices), or (7) any direct or derivative litigation threatened by or on behalf of a stockholder of a party based on the entry into the Merger Agreement, the Voting Agreement or the transactions contemplated by the Merger Agreement (although, for purposes of clarity, any underlying facts, events, changes, developments or set of circumstances, with respect to (3) or (4) above relating to or causing such change or improvement or any direct or derivative litigation threatened by or on behalf of a stockholder of a party based on the entry into the Merger Agreement, the Voting Agreement or the transactions contemplated by the Merger Agreement may be considered, along with the effects or consequences thereof).
Stock Exchange Listing
Twin River has agreed to use its reasonable best efforts to cause its shares of common stock to be issued in the Merger to be approved for listing on the NYSE or Nasdaq.
Efforts to Complete the Merger Transaction
Twin River and Dover Downs have agreed to promptly file with the Rhode Island, Delaware, Mississippi and Colorado gaming authorities all documents required to obtain or satisfy the approvals or filing requirements of each agency. Twin River and Dover Downs also have agreed to promptly file with any other governmental entity any other filings, reports, information and documentation required in order to complete the transactions contemplated by the Merger Agreement.
Twin River and Dover Downs have also agreed to use their reasonable best efforts to (1) promptly obtain any clearance required under applicable antitrust laws for the consummation of the transactions contemplated by the Merger Agreement, (2) avoid or eliminate any impediment under any antitrust law, or regulation or rule, that may be asserted by any governmental entity, (3) defend through litigation any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by the Merger Agreement would violate any law, in order to avoid entry of, or to have vacated or terminated, any injunction, (4) cooperate in good faith and use reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of waiting periods under any applicable antitrust laws at the earliest practicable dates, (5) use reasonable best efforts to cause the closing conditions to be satisfied, and (6) prior to the effective time of the Merger, not acquire any business unless advised by counsel that in such counsel’s opinion so doing would not significantly increase the risk of an injunction or materially delay the satisfaction of the closing conditions.
Notwithstanding the foregoing, Twin River will not be required to take any of the following actions:

the sale, holding separate, licensing, modifying or otherwise disposing of all or any portion of the business, assets or properties of Twin River, Dover Downs or their respective subsidiaries;

conducting or limiting the conduct of the business, assets or properties of Twin River, Dover Downs or their respective subsidiaries; or

Twin River, Dover Downs or their respective subsidiaries’ entry with a governmental entity into any consent decree with respect to the above two items.
Employees and Employee Benefits
Following the effective time of the Merger, Twin River will, or will cause the surviving corporation to, honor employment or severance agreements of Dover Downs set forth in the disclosure letter delivered to Twin River. For one year after the effective time of the Merger, individuals who are employed by Dover Downs or any of its subsidiaries immediately prior to the effective time of the Merger and that continue to
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be employed by Twin River or any of its subsidiaries will be provided with salaries that are not substantially less than, and benefits that are in the aggregate approximately equal to, the salaries and benefits (other than equity compensation) they received prior to the effective time of the Merger.
Individuals who are employed by Dover Downs or any of its subsidiaries immediately prior to the effective time of the Merger and that continue to be employed by Twin River or any of its subsidiaries will be given credit for all service with Dover Downs and its subsidiaries and their respective predecessors under any employee benefit plan of Twin River, the surviving corporation or any of their subsidiaries.
In the event of any change in the welfare benefits provided to individuals who are employed by Dover Downs or any of its subsidiaries immediately prior to the effective time of the Merger and that continue to be employed by Twin River or any of its subsidiaries following the effective time of the Merger, Twin River will use its reasonable best efforts to cause (1) the waiver of all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees (and their eligible dependents) under any welfare benefit plans in which such employees participate following the effective time of the Merger, to the extent that such conditions, exclusions or waiting periods would not apply in the absence of such change, and (2) for the plan year in which the effective time of the Merger occurs, the crediting of each such employee (or his or her eligible dependents) with any co-payments and deductibles paid prior to any such change in satisfying any applicable deductible or out-of-pocket requirements after such change.
Nothing in the Merger Agreement will confer upon any Dover Downs employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under the Merger Agreement or be construed to prevent Twin River from terminating or modifying to any extent or in any respect any benefit plan that Twin River may establish or maintain.
Other Covenants and Agreements
The Merger Agreement contains other covenants and agreements, including covenants relating to:

cooperation between Twin River and Dover Downs in the preparation of this proxy statement/​prospectus and the Dover Downs proxy statement;

confidentiality and access by each party to certain information about the other party during the period prior to the effective time of the Merger;

cooperation between Dover Downs and Twin River in connection with press releases and other public announcements;

Dover Downs taking actions necessary to ensure that no takeover statutes are, or become, applicable to the Merger;

indemnification of individuals serving as a directors and officers of Dover Downs prior to the Merger and directors’ and officers’ liability insurance;

causing the dispositions of Dover Downs Stock resulting from the Merger by each director and officer of Dover Downs who is subject to reporting requirements under Section 16(a) of the Exchange Act to be exempt from Section 16(b) of the Exchange Act;

cooperation between Twin River and Dover Downs in the defense or settlement of any stockholder litigation relating to the Merger;

the use of each party’s reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and to amend the Merger Agreement so as to enhance the tax efficient structure of the transactions contemplated by the Merger Agreement;

the approval and recommendation for election of one member designated by the Dover Downs board of directors to the Twin River board of directors;

offers by Twin River to repurchase shares of Twin River common stock; and

maintenance of certain services and other commercial agreements.
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Conditions to Completion of the Merger
The obligations of Twin River, Dover Downs, Merger Sub I and Merger Sub II to complete the Merger are subject to the satisfaction of the following conditions:

the stockholder approval of the Merger Proposal having been obtained;

no governmental entity having enacted, issued, promulgated, enforced or entered any law, injunction or order making the Merger illegal or otherwise prohibiting the consummation of the Merger;

the approval of the Delaware gaming agency, and filings with the gaming agencies in Rhode Island, Mississippi and Colorado having been obtained or made;

a registration statement relating to the issuance of Twin River common stock having been declared effective and no stop order or other proceeding suspending the effectiveness of the registration statement having been issued or initiated; and

the shares of Twin River common stock to be issued in connection with the Merger having been approved for listing on the NYSE or if such shares do not meet the qualifications for listing on the NYSE, then on Nasdaq.
The obligations of Twin River to complete the Merger are subject to the satisfaction of the following conditions:

any clearance, approval, permit, waiver or consent of any governmental authority having been obtained and any applicable waiting periods for such clearances or approvals having expired;

the representations and warranties of Dover Downs relating to due organization, valid existence, good standing and qualification to do business, corporate power and authority, corporate authorization of the Merger Agreement and the Merger and the valid, binding and enforceable nature of the Merger Agreement, capitalization, absence of a material adverse effect since March 31, 2018, broker’s fees payable in connection with the Merger and voting requirements with respect to the Merger being true and correct as of the closing date of the Merger transactions, except for de minimis inaccuracies and for representations and warranties that expressly relate to a specific date, in which case such representations and warranties must be true and correct as of such date except for de minimis inaccuracies;

the representations and warranties of Dover Downs, except for those representations and warranties described in the preceding item, being true and correct (without giving effect to any materiality or material adverse effect qualifications contained in such representations and warranties) as of the closing date, except for (1) any failure to be so true and correct that has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect, and (2) those representations and warranties that address matters only as of a particular date, which need only be true and correct as of such particular date, except for any failure to be so true and correct that has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect;

Dover Downs having performed or complied with, in all material respects, all of its obligations under the Merger Agreement required to be performed or complied with on or prior to the effective date of the Merger; and

the absence of a material adverse effect with respect to Dover Downs.
The obligations of Dover Downs to complete the Merger are subject to the satisfaction of the following conditions:

the representations and warranties of Twin River relating to due organization, valid existence, good standing and qualification to do business, corporate power and authority, corporate authorization of the Merger Agreement and the Merger and the valid, binding and enforceable nature of the Merger Agreement, capitalization, absence of a material adverse effect since March 31, 2018, broker’s fees payable in connection with the Merger, issuance of Twin River
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common stock with respect to the Merger and Twin River’s ownership of Dover Downs Stock being true and correct as of the closing date of the Merger transactions, except for de minimis inaccuracies and for representations and warranties that expressly relate to a specific date, in which case such representations and warranties must be true and correct as of such date except for de minimis inaccuracies;

the representations and warranties of Twin River, except for those representations and warranties described in the preceding item, being true and correct (without giving effect to any materiality or material adverse effect qualifications contained in such representations and warranties) as of the closing date, except for (1) any failure to be so true and correct that has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect, and (2) those representations and warranties that address matters only as of a particular date, which need only be true and correct as of such particular date, except for any failure to be so true and correct that has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect;

Twin River having performed or complied with, in all material respects, all of its obligations under the Merger Agreement required to be performed or complied with on or prior to the effective date of the Merger; and

the absence of a material adverse effect with respect to Twin River.
Termination of the Merger Agreement
The Merger Agreement may be terminated at any time prior to the effective time of the Merger under the following circumstances:

by mutual written agreement of Twin River and Dover Downs;

by either Twin River or Dover Downs, if:

the Merger is not consummated by April 22, 2019, referred to as “the termination date.” If on such date all conditions to closing have been satisfied or are capable of being satisfied other than the receipt of approval of the gaming regulators in Delaware, or the making of filings with the applicable gaming regulators in Rhode Island, Mississippi or Colorado, the termination date will be July 22, 2019, referred to as the “outside date.” The right to terminate the agreement under this circumstance will not be available to any party whose action or failure to act has been the principal cause of or resulted in the failure of the Merger to occur by the termination date;

a governmental entity has engaged any law, injunction or order prohibiting the Merger, and such law is final and unappealable; or

the Dover Downs stockholders fail to adopt the Merger Agreement (both including and excluding the vote of the Designated Stockholders) at the meeting or any adjournment thereof.

by Twin River if:

the Dover Downs board of directors makes a change of recommendation, Dover Downs delivers a notice to Twin River of its intent to effect a change of recommendation and following the request in writing by Twin River the Dover Downs board of directors fails to publicly reaffirm its recommendation within five business days of receipt of such request;

Dover Downs breaches in any material respect its covenants regarding solicitation of alternative proposals;

Dover Downs breaches any of its representations, warranties or covenants, which breach would give rise to a failure of a closing condition to be satisfied by the termination date and such breach is not cured within 30 days after written notice of such breach is received by Dover Downs and Twin River is not then in material breach of any representation, warranty or covenant contained in the Merger Agreement; or
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a material adverse effect has occurred with respect to Dover Downs.

by Dover Downs if:

Twin River, Merger Sub I or Merger Sub II breaches any of their representations, warranties or covenants, which breach would give rise to a failure of a closing condition to be satisfied by the termination date and such breach is not cured within 30 days after written notice of such breach is received by Twin River and Dover Downs is not then in material breach of any representation, warranty or covenant contained in the Merger Agreement;

Dover Downs, at any time prior to the approval by Dover Downs stockholders to adopt the Merger Agreement, makes a change of recommendation to accept a superior acquisition proposal and Dover Downs pays Twin River the $3 million termination fee; or

a material adverse effect has occurred with respect to Twin River.
If the Merger Agreement is validly terminated, the Merger Agreement will become null and void, but such termination will not relieve any party from liability for any material breach of the Merger Agreement that was committed intentionally or resulted from the breaching party’s gross negligence. The provisions of the Merger Agreement relating to effect of termination, fees and expenses, non-survival of representations and warranties, governing law, jurisdiction, specific performance, confidentiality and waiver of jury trial, as well as the confidentiality agreement entered into between Twin River and Dover Downs and certain other provisions of the Merger Agreement will continue in effect notwithstanding termination of the Merger Agreement.
Expenses and Termination Fee
Other than as agreed in writing by the parties, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such costs or expenses, whether or not the Merger is consummated.
Dover Downs will pay Twin River a termination fee of  $3 million if:

the Merger Agreement is terminated by Twin River because the Dover Downs board of directors has effected a change of recommendation;

the Merger Agreement is terminated by Dover Downs and the Dover Downs board of directors make a change of recommendation to accept a company acquisition proposal;

if the Merger Agreement is terminated by Twin River because (1) Dover Downs breaches in any material respect its covenants regarding solicitation of alternative proposals, (2) Dover Downs breaches any of its representations, warranties or covenants, which breach would give rise to a failure of a closing condition to be satisfied by the termination date and such breach is not cured within 30 days after written notice of such breach is received by Dover Downs, (3) the requisite Dover Downs stockholder approval is not obtained, or (4) the Merger has not been consummated by the termination date, in any such case, a company acquisition proposal has been publicly announced or otherwise communicated to a member of senior management or the Dover Downs board of directors and not subsequently withdrawn and if, within 12 months after the date of termination of the Merger Agreement, Dover Downs enters into a definitive agreement to consummate, or consummates a company acquisition transaction (provided, that references to 10% or more in the definition of  “company acquisition transactions” will be replaced with 50% for purposes of this item); or

if the Merger Agreement is terminated by Twin River or Dover Downs because the requisite Dover Downs stockholder approval is not obtained and a company change of recommendation has occurred after the date of the Merger Agreement but before the company stockholders meeting.
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Twin River will pay Dover Downs a termination fee of  $3 million if:

the Merger Agreement is terminated by Twin River or Dover Downs if the Merger has not been consummated prior to the outside date (including because of the failure to receive regulatory approvals by such date), provided that no company acquisition proposal has been publicly announced or otherwise communicated to senior management of the Dover Downs board of directors (and not subsequently withdrawn);

the Merger Agreement is terminated by Twin River or Dover Downs because a governmental entity has enacted, issued, promulgated, enforced or entered making the Merger illegal or otherwise prohibiting the consummation of the Merger; or

the Merger Agreement is terminated by Dover Downs because Twin River breaches any of its representations, warranties or covenants, which breach would give rise to a failure of a closing condition to be satisfied by the termination date and such breach is not cured within 30 days after written notice of such breach is received by Twin River;
and, in each case, at the time of such termination the conditions relating to the (1) registration statement having been declared effective and no stop order or other proceeding suspending the effectiveness of the registration statement having been issued or initiated, (2) approvals of, and filings with, the gaming agencies in Rhode Island, Delaware, Mississippi and Colorado having been obtained or completed, or (3) shares of Twin River common stock to be issued in connection with the Merger having been approved for listing shall not have been satisfied.
Amendments and Waivers
The Merger Agreement may be amended or waived by the parties at any time in writing and signed, in the case of an amendment, by Twin River, Dover Downs, Merger Sub I and Merger Sub II, and, in the case of a waiver, in writing and signed by the Party Against whom the waiver is to be effective. However, after the approval of Dover Downs stockholders is obtained, if any such amendment or waiver will by applicable law or NYSE rules require further approval of the stockholders of Dover Downs, the effectiveness of such amendment or waiver will be subject to the approval of the stockholders of Dover Downs.
No Third Party Beneficiaries
The Merger Agreement is not intended to confer upon you or any person other than Twin River, Dover Downs, Merger Sub I and Merger Sub II any rights or remedies, except with respect to the rights to indemnification and liability insurance coverage after the completion of the Merger for the current and former directors and officers of Dover Downs described above in “— Other Covenants and Agreements,” the right of Dover Downs, on behalf of its stockholders, to pursue damages on their behalf in the event of Twin River’s breach of the Merger Agreement, and after the effective time of the Merger, the right of the holders of Dover Downs Stock and restricted stock to receive the Merger Consideration.
Governing Law
The Merger Agreement is governed by Delaware Law.
Specific Performance
Twin River and Dover Downs agreed that irreparable harm would occur in the event any provision of the Merger Agreement were not performed in accordance with the terms of the Merger Agreement. Twin River and Dover Downs further agreed that each party is entitled to an injunction, specific performance or other equitable relief without the need to prove damages or posting a bond, and that neither Twin River nor Dover Downs will oppose the granting of an injunction, specific performance or other equitable relief on the basis that the other party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or in equity.
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OTHER RELATED AGREEMENTS
Voting Agreement
The following is a summary of the material provisions of the Voting Agreement entered into between Twin River and the directors and officers of Dover Downs, with respect to all shares owned by them directly and representing 42% of the voting power of Dover Downs Stock, and is qualified in its entirety by reference to the full text of the Voting Agreement attached as Annex E to this proxy statement/prospectus and incorporated by reference herein.
In connection with the signing of the Merger Agreement, the directors and officers of Dover Downs, with respect to all shares owned by them directly and representing 42% of the voting power of Dover Downs Stock entered into the Voting Agreement with Twin River which will remain in effect until the earlier of  (1) the effective time of the Merger and (2) the date on which the Merger Agreement is terminated in accordance with its terms.
Pursuant to Voting Agreements executed contemporaneously with the Merger Agreement, each of Henry Tippie, Randall Rollins, Jeffrey Rollins, Denis McGlynn, Patrick Bagley, Klaus Belohoubek, Timothy Horne and Edward Sutor (the “Voting Agreement Signatories”) agreed that such Voting Agreement Signatory will not directly or indirectly:

transfer the shares beneficially owned by such Voting Agreement Signatory or over which such Voting Agreement Signatory has the ability to direct the vote;

solicit or initiate any inquiries or proposals from, discuss or negotiate with or provide any non-public information to, any person relating to any company acquisition proposal.
Each Voting Agreement Signatory has also agreed that from July 22, 2018 to the earlier of the effective time of the Merger or the termination of the Merger Agreement, the Voting Agreement Signatory will (1) cause all shares beneficially owned by such Voting Agreement Signatory to be present at the Dover Downs stockholder meeting to be counted present for purposes of establishing a quorum, and (2) cause the holder of record to vote all such shares in favor of adoption of the Merger Agreement, approval of any proposal to adjourn or postpone any meeting to a later date if there are not sufficient votes for the adoption of the Merger Agreement on the date such meeting is held and any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting. Additionally, each Voting Agreement Signatory has agreed to vote such signatory’s shares against, and not provide consents with respect to, any agreement related to any company acquisition proposal, any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Dover Downs or any of its subsidiaries and any action, proposal, transaction or agreement that would materially delay, prevent, frustrate, impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or result in the failure of any closing condition to be satisfied.
The Merger Proposal requires the affirmative vote of  (1) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon and (2) the holders of a majority of the voting power of the outstanding Dover Downs Stock entitled to vote thereon other than the Designated Stockholders. The Voting Agreement has been entered into by certain of the Designated Stockholders and will not impact the results of the required vote in (2) above.