Search the web
Welcome, Guest
[Sign Out, My Account]

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
MNTG > SEC Filings for MNTG > Form 8-K on 17-Jun-2014All Recent SEC Filings

Show all filings for MTR GAMING GROUP INC



Other Events

Item 8.01 Other Events.

On June 16, 2014, the Registration Statement on Form S-4 (File No. 333-192086) (the "Registration Statement") filed in connection with the previously disclosed agreement and plan of merger (the "Merger Agreement") among MTR Gaming Group, Inc. ("MTR"), Eldorado HoldCo LLC ("Eldorado") and certain of their respective affiliates, has been declared effective by the U.S. Securities and Exchange Commission ("SEC"). The Registration Statement contains MTR's definitive proxy statement related to soliciting the required approval of the MTR-Eldorado mergers by MTR stockholders. MTR is expected to commence the mailing of the definitive proxy statement/prospectus to its stockholders on or about June 18, 2014. MTR stockholders are encouraged to review the proxy statement/prospectus and to vote at the MTR special stockholders' meeting to be held on July 18, 2014 in Cranberry Township, Pennsylvania.

With the SEC review of the proxy statement/prospectus now complete, another significant milestone to closing the MTR-Eldorado mergers has been achieved. MTR continues to work closely with Eldorado on receiving the remaining gaming and racing regulatory and other customary approvals and anticipates closing in the third quarter of 2014 pending receipt of these approvals.


This communication is not a solicitation of a proxy from any MTR stockholder. In connection with the Merger Agreement, Eclair Holdings Company ("NewCo") filed with the SEC the Registration Statement, as well as other relevant documents concerning the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MTR, ELDORADO, NEWCO AND THE PROPOSED TRANSACTION. The Registration Statement, and other relevant materials (when they become available), and any other documents filed by MTR, Eldorado or NewCo with the SEC, may be obtained free of charge at the SEC's website at In addition, investors and security holders may obtain free copies of the documents filed with the SEC by directing a written request to "Investor Relations," MTR Gaming Group, Inc., Route 2, P.O. Box 356, Chester, West Virginia 26034 in the case of MTR, or by accessing MTR's website at under the heading "About" and then "Investor Relations" and then under "SEC Filings." If you have any questions or need assistance in voting your shares, please call MTR's information agent, MacKenzie Partners Inc., toll free at (800) 322-2885.


MTR, Eldorado, and NewCo and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of MTR in connection with the proposed transaction. Information about MTR's directors and executive officers is available in Amendment No. 1 to MTR's Annual Report on Form 10-K/A, filed on April 30, 2014. Other information regarding the participants and other persons who may be deemed participants and description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Registration Statement regarding the combination between MTR and Eldorado.


This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations of management of MTR and Eldorado and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding the expected benefits of a potential combination of MTR and Eldorado, including the expected effect of the mergers on MTR's and Eldorado's financial results and profile (e.g., free cash flow, earnings per share and Adjusted EBITDA); the anticipated benefits of geographic diversity that would result from the merger and the expected results of MTR's and Eldorado's gaming properties; expectations about future business plans, prospective performance and opportunities; required regulatory approvals and the expected timing of the completion of the transaction. These forward-looking statements may be identified by the use of words such as "expect," "anticipate," "believe," "estimate," "potential," "should", "will" or similar words intended to identify information that is not historical in nature. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include (a) the timing to consummate a potential transaction between MTR and Eldorado; (b) the ability and timing to obtain required regulatory approvals (including approval from gaming and horse racing regulators) and satisfy or waive other closing conditions; (c) the possibility that the mergers do not close when expected or at all or that the companies may be required to modify aspects of the mergers to achieve regulatory approval;
(d) the ability of MTR and Eldorado to promptly and

effectively integrate their respective businesses; (e) the requirement to satisfy closing conditions to the mergers as set forth in the merger agreement;
(f) the outcome of any legal proceedings that may be, or have been, instituted in connection with the transaction; (g) the ability to retain certain key employees of MTR or Eldorado; (h) that there may be a material adverse change affecting MTR or Eldorado, or the respective businesses of MTR or Eldorado may suffer as a result of uncertainty surrounding the transaction; (i) the risk factors disclosed in MTR's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2013, which MTR filed on March 14, 2014, and (j) the risk factors disclosed in the Registration Statement. Forward-looking statements reflect MTR's and Eldorado's management's analysis as of the date of this Current Report, even if subsequently made available by MTR or Eldorado on their respective websites or otherwise. MTR and Eldorado do not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

  Add MNTG to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for MNTG - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.