SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

AMENDMENT NO. 3

 

TROPICANA ENTERTAINMENT INC.

(Name of Subject Company (Issuer))

 

Tropicana Entertainment Inc.
Icahn Enterprises Holdings L.P.
Icahn Enterprises L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
Carl C. Icahn

(Name of Filing Persons (Offerors))

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

89708X 105
(CUSIP Number of Class of Securities)

 

William Murtha

Executive Vice President and General Counsel

Tropicana Entertainment Inc.

8345 W. Sunset Road, Suite 300

Las Vegas, Nevada 89113

(702) 589-3900

 

and

 

Keith Cozza

President and Chief Executive Officer

Icahn Enterprises L.P.

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4300

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

 

Copies to:

 

James Bedar, Esq.

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

United States

(617) 856-8200

 

and

 

Andrew Langham, Esq.

General Counsel

Icahn Enterprises L.P.

757 Fifth Avenue, 47th Floor

New York, NY 10156
(212) 702-4300

 

and

 

Julie Allen, Esq.

Proskauer Rose LLP

11 Times Square

New York, NY 10036
(212) 969-3155

 

Calculation of Filing Fee

 

 

*                            Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of a maximum of 5,580,000 shares of common stock, par value $0.01 per share, of the Issuer at the maximum tender offer price of $45.00 per share.

 

**                      The amount of the filing fee, calculated in accordance with Rule 0-11(b) and Rule 1-11(d) of the Securities Exchange Act of 1934, as amended and Fee Rate Advisory #1 for Fiscal Year 2017 equals $115.90 per $1,000,000 of the aggregate value of the transaction.

 

x                      Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

o                                      Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x      third-party tender offer subject to Rule 14d-1.

 

x      issuer tender offer subject to Rule 13e-4.

 

o       going-private transaction subject to Rule 13e-3.

 

x      amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 

 

 

As permitted by General Instruction G to Schedule TO, this Schedule TO is also an amendment to the statement on Schedule 13D initially filed on March 9, 2010 by Icahn Enterprises Holdings, Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn, as previously amended.

 

CUSIP No. 89708X 105
1		NAME OF REPORTING PERSON
			Icahn Enterprises Holdings L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
			(a) o
			(b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS
			WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7		SOLE VOTING POWER
			0
8		SHARED VOTING POWER
			20,175,818
9		SOLE DISPOSITIVE POWER
			0
10		SHARED DISPOSITIVE POWER
			20,175,818
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			20,175,818
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			84.6%
14		TYPE OF REPORTING PERSON
			PN

 

2

 

CUSIP No. 89708X 105
1		NAME OF REPORTING PERSON
			Icahn Enterprises G.P. Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
			(a) o
			(b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS
			OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7		SOLE VOTING POWER
			0
8		SHARED VOTING POWER
			20,175,818
9		SOLE DISPOSITIVE POWER
			0
10		SHARED DISPOSITIVE POWER
			20,175,818
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			20,175,818
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			84.6%
14		TYPE OF REPORTING PERSON
			CO

 

3

 

CUSIP No. 89708X 105
1		NAME OF REPORTING PERSON
			Beckton Corp.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
			(a) o
			(b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS
			OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7		SOLE VOTING POWER
			0
8		SHARED VOTING POWER
			20,175,818
9		SOLE DISPOSITIVE POWER
			0
10		SHARED DISPOSITIVE POWER
			20,175,818
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			20,175,818
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			84.6%
14		TYPE OF REPORTING PERSON
			CO

 

4

 

CUSIP No. 89708X 105
1		NAME OF REPORTING PERSON
			Carl C. Icahn
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
			(a) o
			(b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS
			OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
			United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7		SOLE VOTING POWER
			0
8		SHARED VOTING POWER
			20,175,818
9		SOLE DISPOSITIVE POWER
			0
10		SHARED DISPOSITIVE POWER
			20,175,818
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			20,175,818
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			84.6%
14		TYPE OF REPORTING PERSON
			IN

 

5

 

This Amendment No. 3 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on June 23, 2017, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Commission on July 11, 2017 and Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Commission on August 3, 2017 (as amended and supplemented, the “Schedule TO”), and relates to the combined offer by Tropicana Entertainment Inc., a Delaware corporation (the “Company”) and Icahn Enterprises Holdings, L.P., a Delaware limited partnership (“Icahn Enterprises”) to purchase up to 5,580,000 shares of common stock, par value $0.01 per share of the Company (the “common stock”) in the aggregate, at a price not greater than $45.00 nor less than $38.00 per share, net to the seller in cash, without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 23, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer expired at 5:00 p.m., New York City time, on Wednesday, August 9, 2017. The Offer was made severally, and not jointly, by the Company and Icahn Enterprises and upon the terms and subject to the conditions of the Offer, first, the Company would severally, and not jointly, purchase 800,000 of the shares properly tendered and not properly withdrawn, and second, Icahn Enterprises would severally, and not jointly, purchase any remaining shares properly tendered and not properly withdrawn, up to a maximum of 4,780,000 shares.

 

The Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended and supplemented herein.  All other terms and conditions of the Offer remain unchanged.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

 

Items 1 through 12.

 

The Offer to Purchase and the related Letter of Transmittal and Items 1 through 12 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

“The Offer expired at 5:00 p.m. New York City time, on August 9, 2017.  Based on the count by Wells Fargo Bank N.A., the depositary and paying agent for the Offer (the “Depositary and Paying Agent”), a total of 3,113,112 shares were properly tendered and not properly withdrawn at or below the price of $45.00 per share, including approximately 251,791 shares that were tendered through notices of guaranteed delivery.

 

The Company and Icahn Enterprises will accept for payment all shares properly tendered and not properly withdrawn at a price of $45.00 per share, for a total purchase price of approximately $140.1 million in the aggregate.  Of the shares accepted for payment, the Company severally, and not jointly, will accept for payment 800,000 shares for a total purchase price of $36.0 million, and Icahn Enterprises severally, and not jointly, will accept for payment 2,313,112 shares for a total purchase price of approximately $104.1 million. The shares to be accepted for payment by Tropicana and IEP represent in the aggregate approximately 13% of the Company’s common stock issued and outstanding prior to consummation of the Offer.”

 

The press release announcing the results of the Offer is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.

 

6

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	TROPICANA ENTERTAINMENT INC.
	By:	/s/ Anthony Rodio
	Name:	Anthony Rodio
	Title:	President and Chief Executive Officer
	ICAHN ENTERPRISES HOLDINGS L.P.
	BY:	Icahn Enterprises G.P. Inc., its general partner
	By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	President; Chief Executive Officer
	ICAHN ENTERPRISES L.P.
	BY:	Icahn Enterprises G.P. Inc., its general partner
	By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	President; Chief Executive Officer
	ICAHN ENTERPRISES G.P. INC.
	By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	President; Chief Executive Officer
	BECKTON CORP.
	By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	Secretary; Treasurer
		/s/ Carl C. Icahn
		Name: Carl C. Icahn
Dated: August 10, 2017

 

7

 

EXHIBIT INDEX

 

Exhibit		Description
(a)(1)(A) *		Offer to Purchase, dated June 23, 2017
(a)(1)(B) *		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(C) *		Form of Notice of Guaranteed Delivery
(a)(1)(D) *		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E) *		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) *		Joint press release issued by Icahn Enterprises L.P. and the Company, dated June 23, 2017
(a)(1)(G) *		Form of Summary Advertisement, as published in the New York Times on June 23, 2017
(a)(5)(A) *		Letter dated June 9, 2017 to the Board of Directors of the Company (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by Icahn Enterprises with the SEC on June 9, 2017)
(a)(5)(B) *		Joint press release issued by Icahn Enterprises L.P. and the Company, dated August 3, 2017
(a)(5)(C)		Joint press release issued by Icahn Enterprises L.P. and the Company, dated August 10, 2017
(b)		Not applicable
(d)(1)*		Tender Offer Agreement (the “Tender Offer Agreement”) by and between Icahn Enterprises Holdings and the Company, dated June 23, 2017
(d)(2)*		Form of Tax Allocation Agreement by and among American Entertainment Properties Corp., the Company and certain subsidiaries of the Company (included as Exhibit A to the Letter Agreement, filed herewith as Exhibit (d)(1))
(g)		Not applicable
(h)		Not applicable

 

* Previously Filed

 

8

Exhibit (a)(5)(c)

 

TROPICANA ENTERTAINMENT AND ICAHN ENTERPRISES L.P. ANNOUNCE RESULTS OF MODIFIED DUTCH AUCTION TENDER OFFER FOR UP TO 5,580,000 SHARES OF COMMON STOCK OF TROPICANA ENTERTAINMENT

 

LAS VEGAS and NEW YORK (August 10, 2017) — Tropicana Entertainment Inc. (OTCQB: TPCA) (“Tropicana”) and Icahn Enterprises L.P. (NASDAQ: IEP) (“IEP”), through its subsidiary Icahn Enterprises Holdings L.P., announced today the results of their combined cash tender offer for not less than 2,005,000 and not more than 5,580,000 shares of Tropicana’s common stock, par value $0.01 per share (the “shares”), in the aggregate, at a price per share of not less than $38.00 and not greater than $45.00 (the “Offer”), which expired at 5:00 p.m., New York City time, on August 9, 2017.

 

Based on the count by Wells Fargo Bank N.A., the depositary and paying agent for the Offer (the “Depositary and Paying Agent”), a total of 3,113,112 shares were properly tendered and not properly withdrawn at or below the price of $45.00 per share, including approximately 251,791 shares that were tendered through notices of guaranteed delivery.

 

Tropicana and IEP will accept for payment all shares properly tendered and not properly withdrawn at a price of $45.00 per share, for a total purchase price of approximately $140.1 million in the aggregate. Of the shares to be accepted for payment, Tropicana severally, and not jointly, will accept for payment a total of 800,000 shares for a total purchase price of $36.0 million, and IEP severally, and not jointly, will accept for payment a total of 2,313,112 shares for a total purchase price of approximately $104.1 million.  The shares to be accepted for payment by Tropicana and IEP represent in the aggregate approximately 13% of Tropicana’s common stock issued and outstanding prior to consummation of the Offer.

 

The Depositary and Paying Agent will promptly pay for the shares accepted for purchase by Tropicana or IEP. After giving effect to the purchase of the shares to be accepted for payment, Tropicana will have 23,834,512 shares of common stock issued and outstanding.

 

D.F. King & Co., Inc. acted as information agent for the Offer. Any questions regarding the Offer may be directed to the information agent toll free at (866) 745-0273 or via email at tpca@dfking.com.

 

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY.

 

About Tropicana 

 

Tropicana Entertainment Inc. is a publicly traded company that, through its subsidiaries, owns and operates eight casinos and resorts in Indiana, Louisiana, Missouri, Mississippi, Nevada, New Jersey and Aruba. Tropicana properties collectively have approximately 5,650 rooms, 8,000 slot positions and 300 table games. The company is based in Las Vegas, Nevada. Tropicana is a majority-owned subsidiary of Icahn Enterprises, L.P. (NASDAQ:   IEP).  To learn more about Tropicana, visit www.Tropicanacasinos.com.

 

 

About IEP 

 

Icahn Enterprises L.P. (NASDAQ: IEP), a master limited partnership, is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and Home Fashion.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release may contain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the Offer and the anticipated benefits thereof. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Tropicana could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements regarding the expected benefits and costs of the Offer; the results of the Offer; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; Tropicana’s business may not perform as expected due to transaction-related uncertainty or other factors; and other risks that are described in Tropicana’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and its other filings with the SEC. Tropicana and IEP assume no obligation and do not intend to update these forward-looking statements.