SC 13D/A 1 tpcasch13damd15051618.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

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)

May 15, 2018
(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, No. 8, No. 9, No. 10, No. 11, No. 12, No. 13 and No. 14 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:

Reference is made to (i) the Purchase and Sale Agreement, dated as of April 15, 2018, by and between GLP Capital, L.P., a Pennsylvania limited partnership ("GLP"), and the Issuer (the "Real Estate Purchase Agreement"), and (ii) the Agreement and Plan of Merger, dated as of April 15, 2018, by and among Eldorado Resorts, Inc., a Nevada corporation, Delta Merger Sub, Inc., a Delaware corporation, GLP and the Issuer (the "Merger Agreement"), which were announced by the Issuer on April 16, 2018. As required under the Real Estate Purchase Agreement and the Merger Agreement, on May 15, 2018, American Entertainment Properties Corp., one of the Reporting Persons and the majority stockholder of the Issuer, delivered its stockholder approval and adoption of the Real Estate Purchase Agreement and the Merger Agreement. A copy of the Action by Written Consent of the Majority Stockholder of Tropicana Entertainment Inc., dated as of May 15, 2018, is attached hereto as Exhibit 1 and is incorporated by reference herein.


Item 7.  Material to be Filed as Exhibits

1.
Action by Written Consent of the Majority Stockholder of Tropicana Entertainment Inc., dated as of May 15, 2018.






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:  May 16, 2018


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

AMERICAN ENTERTAINMENT PROPERTIES CORP.

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. 15 to Schedule 13D – Tropicana Entertainment Inc.]