Subsequent Event	12 Months Ended
Subsequent Event	Dec. 31, 2017
Subsequent Event.
Subsequent Event	NOTE 16 – Subsequent Event On March 2, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FEC Overseas Investment (UK) Limited, a limited company formed under the laws of the United Kingdom (the “Parent”), and FEC Investment (US) Limited, a Nevada corporation and wholly-owned subsidiary of Parent (the “Merger Sub”), and Far East Consortium Limited, a Cayman Islands limited company that is party solely for the limited purposes set forth in the Merger Agreement. The Merger Agreement provides that, upon the satisfaction of the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation (the ‘‘Merger’’). Pursuant to the terms of the Merger Agreement, subject to the satisfaction of the terms and conditions set forth therein, Parent has agreed to pay an aggregate cash consideration of $42.0 million (the “Purchase Price”), plus the assumption of outstanding net indebtedness of the Company determined five (5) business days prior to the closing date up to $11,025,000 (the “Closing Net Indebtedness”). The Purchase Price is subject to adjustment for certain Company transaction expenses, including the cost paid at or after closing with respect to a director and officer “tail” insurance policy, as more thoroughly described in the Merger Agreement (such as-adjusted amount, the “Merger Consideration”). In the event that the Closing Net Indebtedness, as finally determined in accordance with Merger Agreement, is less than $11,025,000, then there will be no adjustment to the Purchase Price. In the event that the Closing Net Indebtedness, as finally determined in accordance with Merger Agreement (i) is greater than $11,025,000, then the Parent may decrease the Purchase Price, dollar for dollar, by an amount equal to the difference by which the Closing Net Indebtedness exceeds $11,025,000, up to amount not greater than $525,000; or (ii) is greater than $11,550,000, then the Parent may terminate the Merger Agreement. At the effective time of the Merger (the “Effective Time”), each share of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time (except those shares (i) held by any of the Company’s shareholders who are entitled to and who properly demand appraisal rights and comply with the requirements of Section 92A.440 Section 262 of the Nevada Revised Statutes and (ii) owned by the Company, Parent or Merger Sub and/or any of their respective subsidiaries (the “Exception Shares”), will be canceled and converted automatically into and constitute the right to receive, without interest and subject to any applicable withholding taxes required by law, an amount in cash calculated as (x) the total Merger Consideration, divided by (y) the sum of (1) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (but excluding the Exception Shares), (2) the number of shares of Common Stock issuable upon the exercise of exercisable in-the-money options (calculated as if such options were exercised on a cashless basis), and (3) number of shares Company Common Stock classified as Company restricted or deferred stock outstanding immediately prior to the Effective Time, in each case without interest and less any required withholding taxes. The Merger Agreement contains customary representations and warranties for a transaction of this type. None of the representations and warranties contained in the Merger Agreement will survive the Effective Time. In addition, the Company has agreed to various covenants in the Merger Agreement, including, among other things, covenants to continue to conduct its business in the ordinary course and in accordance with past practices and not to take certain actions prior to the closing of the Merger without the prior written consent of Parent. The Merger Agreement contains certain conditions that must be satisfied or waived by the parties to the Merger Agreement prior to the closing of the Merger. Among other conditions set forth in the Merger Agreement, the obligations of each of Parent, Merger Sub and the Company to effect the Merger are subject to the satisfaction or waiver at or prior to closing of the Merger of (i) receiving the required approval of holders of a majority of the outstanding shares of Common Stock of the Company, which approval was effected after execution of the Merger Agreement, by written consent of certain principal shareholders of the Company owning approximately 88% of the outstanding shares of the Company’s common stock, (ii) 20 days having elapsed since the mailing to the Company’s stockholders of a definitive information statement with respect to adoption of the Merger Agreement; (iii) the Company’s permits, registrations and other approvals necessary for or relating to the conduct of gaming and related activities being in full force and effect as of the Effective Time, and (iv) the absence of legal prohibitions on the consummation of the Merger. In addition, Parent and Merger Sub will not be obligated to effect the Merger unless the following additional conditions, among others described in the Merger Agreement, are satisfied or waived at or prior to the closing of the Merger: (i) the accuracy of the representations and warranties of the Company and compliance by the Company with its covenants and obligations under the Merger Agreement, unless such non-compliance would not have a “Material Adverse Effect” (as defined in the Merger Agreement) on the Company; and (ii) since the date of the Merger Agreement, there must not have occurred a “Material Adverse Effect” (as defined in the Merger Agreement). The Merger Agreement contains customary termination provisions, including, without limitation, that the Merger Agreement may be terminated, subject to certain limitations set forth in the Merger Agreement, by either the Company or Parent if the Merger has not been consummated by June 30, 2018, other than due to the failure of the terminating party to fulfill its obligations under the Merger Agreement. The Merger Agreement requires the Company to pay to the Parent a fee equal to $1,500,000 (the “Termination Fee”) or transaction expenses up to $700,000 in the aggregate, if the Merger Agreement is terminated under certain limited circumstances more thoroughly described in the Merger Agreement. The Merger Agreement also requires the Parent to pay to the Company a Termination Fee or transaction expenses up to $700,000 in the aggregate, if the Merger Agreement is terminated under certain limited circumstances more thoroughly described in the Merger Agreement. The foregoing description of the Merger Agreement does not purport to be a complete description and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2018.

TRANS WORLD CORP 10-K