0000928464-17-000030.txt : 20170609 0000928464-17-000030.hdr.sgml : 20170609 20170609171939 ACCESSION NUMBER: 0000928464-17-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170609 DATE AS OF CHANGE: 20170609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tropicana Entertainment Inc. CENTRAL INDEX KEY: 0001476246 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270540158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85365 FILM NUMBER: 17903807 BUSINESS ADDRESS: STREET 1: 8345 W. SUNSET RD STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-589-3900 MAIL ADDRESS: STREET 1: 8345 W. SUNSET RD STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 tpcasch13damd9060917.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

Tropicana Entertainment Inc.
(Name of Issuer)

Common Stock, Par Value $0.01
(Title of Class of Securities)

89708X 105
(CUSIP Number)

Andrew Langham, Esq.
General Counsel
Icahn Enterprises G.P. Inc.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 9, 2017
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  / /.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on March 9, 2010 by the Reporting Persons, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7 and No. 8 thereto (as amended, the "Schedule 13D") with respect to the shares of Common Stock, par value $0.01 (the "Shares") issued by Tropicana Entertainment Inc. (the "Issuer") is hereby amended to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.


Item 4. Purpose of Transaction

Item 4 of this Schedule 13D is amended by adding the following:

On June 9, 2017, Keith Cozza, Chief Executive Officer of Icahn Enterprises L.P., sent a letter (the "Letter") to the Board of Directors of the Issuer. A copy of the Letter is attached hereto as Exhibit 1 and is incorporated by reference herein.


Item 7. Material to be Filed as Exhibits

1.
Letter from Keith Cozza, Chief Executive Officer of Icahn Enterprises L.P., to the Board of Directors of the Issuer, dated June 9, 2017.






SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2017


BECKTON CORP.


By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory


ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer


ICAHN ENTERPRISES G.P. INC.

By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer


CARL C. ICAHN


/s/ Carl C. Icahn_____________
CARL C. ICAHN



[Signature Page of Amendment No. 9 to Schedule 13D – Tropicana Entertainment Inc.]
EX-1 2 tpcaex-1060917.htm

EXHIBIT 1
ICAHN ENTERPRISES L.P.
767 Fifth Avenue, 47th Floor
New York, New York 10153


June 9, 2017


Board of Directors
Tropicana Entertainment Inc.
8345 W. Sunset Road
Las Vegas, NV 89113

Gentlemen:

As you know, Icahn Enterprises L.P. ("IEP") beneficially owns 17,862,706, or 72.5%, of the outstanding shares of common stock of Tropicana Entertainment Inc. ("Tropicana", together with IEP, the "Offerors"). We would like to discuss a potential tender offer (the "Tender Offer") in which both Tropicana and IEP would commence a tender offer for outstanding shares of common stock of Tropicana ("Shares").

Specifically, we would propose the following:

·
Of the Shares tendered into the Tender Offer:

o
First, and prior to IEP purchasing any Shares, Tropicana would purchase 800,000 Shares (the "Tropicana Share Amount");
o
Second, if additional Shares are tendered above the Tropicana Share Amount, then IEP would purchase such additional Shares up to the maximum described below;

·
The Tender Offer would be structured as a Dutch auction tender offer with:

o
a minimum tender condition of 2,005,000 Shares (the "Minimum Condition");
o
a maximum tender condition of 5,580,000 Shares (the "Maximum Condition"); and
o
a price range of between $38.00 and $45.00 per Share (the "Price Range");

·
The purchase price per Share (the "Purchase Price") would be set by determining the lowest price per Share within the Price Range that will allow the Offerors to purchase all tendered Shares up to the Maximum Condition;

·
Although Tropicana's Board of Directors (the "Tropicana Board") would be required to authorize Tropicana's participation in the Tender Offer, it is not expected that the Tropicana Board would make any recommendation to Tropicana shareholders as to whether to tender or refrain from tendering their Shares;

·
IEP would agree to indemnify Tropicana for any joint and several liability arising from being an offeror under the Tender Offer with respect to any liability to purchase any Shares above the Tropicana Share Amount;

·
IEP and its controlled affiliates would agree not to increase their beneficial ownership in Tropicana above 95% of all outstanding Shares in the Tender Offer;

·
IEP and its controlled affiliates would agree not to propose, or engage in, any transaction to acquire all the outstanding Shares of Tropicana for a period of two years from the date of commencement of the Tender Offer;

·
IEP and its controlled affiliates would further agree that, following consummation of the Tender Offer, they would not increase their beneficial ownership in Tropicana above 95% of all outstanding Shares, unless:

o
First, any such transaction is approved by a special committee of independent directors of the Tropicana Board (none of the members of which are affiliated with IEP or its affiliates) that has been empowered to freely select its own advisors and to reject any proposed transaction definitively; and

o
Second, any such transaction must be approved by an informed vote of the holders of a majority of the Shares held by shareholders who are not affiliated with IEP or its affiliates.

We are available to discuss at your convenience and look forward to hearing from you.

Very truly yours,

ICAHN ENTERPRISES L.P.


By: /s/ Keith Cozza 
        Name: Keith Cozza
        Title: Chief Executive Officer