4//SEC Filing
Tropicana Las Vegas Hotel & Casino, Inc. 4
Accession 0000899243-15-004263
CIK 0001479046operating
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 7:34 PM ET
Size
19.0 KB
Accession
0000899243-15-004263
Insider Transaction Report
Form 4
Duncanson Timothy A.R.
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2015-08-25−3,328,447→ 0 total(indirect: See footnotes) - Disposition to Issuer
Class A convertible preferred stock
2015-08-25−611,472→ 0 total(indirect: See footnotes)Exercise: $25.00From: 2009-08-18→ Class A Common Stock (5,067,301 underlying) - Disposition to Issuer
Class A Series 4 convertible preferred stock
2015-08-25−400,000→ 0 total(indirect: See footnotes)Exercise: $10.00From: 2012-11-21→ Class A Common Stock (5,591,620 underlying) - Disposition to Issuer
Class A Series 3 convertible preferred stock
2015-08-25−287,300→ 0 total(indirect: See footnotes)Exercise: $15.00From: 2011-05-04→ Class A Common Stock (3,229,914 underlying) - Disposition to Issuer
Class A Series 2 convertible preferred stock
2015-08-25−456,059→ 0 total(indirect: See footnotes)Exercise: $25.00From: 2010-04-13→ Class A Common Stock (3,497,294 underlying)
Footnotes (7)
- [F1]On August 25, 2015, Tropicana Las Vegas Hotel & Casino, Inc., Penn National Gaming, Inc., LV Merger Sub, Inc. and Trilliant Gaming Nevada Inc. consummated the transactions (the "Merger") contemplated under that certain Agreement and Plan of Merger dated as of April 28, 2015 (the "Merger Agreement") pursuant to which each share of Class A common stock and each share of preferred stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right of each holder to receive an amount in cash equal, without interest, to the per share merger consideration calculated in accordance with the terms of the Merger Agreement. Upon the closing of the Merger, each share of Class A common stock was converted into the right to receive approximately $11.25, which amount is subject to post-closing adjustment in accordance with the terms of the Merger Agreement.
- [F2]Each of Mr. Alex Yemenidjian, Chairman, Chief Executive Officer and President of the Issuer, Mr. Timothy Duncanson, one of the Issuer's directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owned one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz owned 100% of the outstanding voting securities of Trilliant Gaming. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz set forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, the securities of the Issuer owned by the Onex Armenco Gaming Entities (as defined below).
- [F3]The shares beneficially owned by Mr. Duncanson consisted of an indirect pecuniary interest in shares held by Onex Armenco Gaming I LP, Onex Armenco Gaming II LP, Onex Armenco Gaming III LP, Onex Armenco Gaming IV LP, Onex Armenco Gaming V LP, Onex Armenco Gaming VI LP, Onex Armenco Gaming VII LP, Onex Armenco Gaming IX LP, Onex Armenco Gaming X LP and Onex Armenco Gaming XI LP (collectively, the "Onex Armenco Gaming Entities"). Trilliant Gaming was the general partner of, and controlled all voting and investment decisions of, each of the Onex Armenco Gaming Entities. Mr. Duncanson disclaimed beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F4]There was no expiration date for the conversion of the Preferred Stock.
- [F5]The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock is calculated in accordance with the certificate of designations for each series of Preferred Stock, as applicable, by dividing (A) the sum of (i) the original purchase price of the applicable share of Preferred Stock and (ii) the amount of cumulated dividends with respect to such share of Preferred Stock from the original issue date to the date of conversion, by (B) the applicable conversion price of such share of Preferred Stock.
- [F6]Upon consummation of the Merger on August 25, 2015, each share of the Company's preferred stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right of each holder to receive an amount in cash, without interest, equal to the per share merger consideration calculated in accordance with the terms of the Merger Agreement (calculated as if such share of preferred stock had been converted to shares of Class A common stock in accordance with its terms immediately prior to the effective time of the Merger).
- [F7](Continued from footnote 6) Upon the closing of the Merger, each share of Class A common stock was converted into the right to receive approximately $11.25, subject to post-closing adjustment in accordance with the terms of the Merger Agreement (the "Common Stock Price") and each share of preferred stock was converted into the right to receive an amount equal to the product of the Common Stock Price multiplied by the number of shares of Class A common stock into which such share of preferred stock was convertible at such time.
Documents
Issuer
Tropicana Las Vegas Hotel & Casino, Inc.
CIK 0001479046
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001479046
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 7:34 PM ET
- Size
- 19.0 KB