Twin River Worldwide Holdings, Inc. BALY

election_required = True...ther such Shares are owned beneficially or of record, if you validly tender all of these Shares at or below the Purchase Price (including Shares tendered without a price specified) prior to the Expiration Time (and do not validly withdraw such Shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your Shares without subjecting them to proration. This preference is not available to partial tenders or to holders of 100 or more Shares in the aggregate, whether such Shares are owned beneficially o...

expiry = 2019-07-24...regate Purchase Price of Not More Than $75 Million at a Per Share Purchase Price Not Less Than $29.50 Per Share Nor Greater Than $33.00 Per Share ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 24, 2019, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). ​ ​ Twin River Worldwide Holdings, Inc., a Delaware corporation (the “Company,” “Twin River,” “we,” “our” or “us”), is offering to purch...

listed = True...n additional 2% of our outstanding Shares without extending the Expiration Time. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. Our Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “TRWH.” On June 24, 2019, the reported closing price of Shares on the NYSE was $29.17 per Share. You are urged to obtain current market quotations for our Shares before deciding whether, and at what price or prices, to tender your Shares pursuant to the Offer. See Section 8. TABLE OF CONTENTS Our B...

listed = True...apahoe Park racetrack (Aurora, CO). Its casinos range in size from 1,000 slots and 32 table games facilities to properties with over 4,100 slots, approximately 125 table games, and 48 stadium gaming positions, along with hotel and resort amenities. Its shares are traded on the New York Stock Exchange under the ticker symbol “TRWH.” Forward Looking Statements This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including future financial and o...

listed = True...apahoe Park racetrack (Aurora, CO). Its casinos range in size from 1,000 slots and 32 table games facilities to properties with over 4,100 slots, approximately 125 table games, and 48 stadium gaming positions, along with hotel and resort amenities. Its shares are traded on the New York Stock Exchange under the ticker symbol “TRWH.” Forward Looking Statements This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including future financial and o...

mechanism = DUTCH...the Shares, Twin River Worldwide Holdings, Inc., is offering to purchase Shares pursuant to the Offer. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer by means of a procedure commonly called a “modified Dutch auction.” On the terms and subject to the conditions of the Offer, we are offering to purchase for cash Shares at prices not less than $29.50 nor greater than $33.00 per Share. Using cash on hand, we are offering to purchase Shares having an aggregate purchase price of no more than $75 million. Promptly after the end of the day at 5:00 p.m., New...

mechanism = DUTCH...(5)(E) 2 tv525847_exa5e.htm EXHIBIT (A)(5)(E) Exhibit (A)(5)(E) TWIN RIVER ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER Providence, Rhode Island (July 29, 2019) — Twin River Worldwide Holdings, Inc. (NYSE: TRWH) today announced the preliminary results of its modified Dutch auction tender offer (the “Offer”), which expired on July 26, 2019. Based on the preliminary count by the Depositary for the Offer, a total of 35.7 million Shares were validly tendered and not withdrawn at a Purchase Price of $29.50 per share or without specifying a price. In accordance with the terms of the Offer and based on the preliminary co...

mechanism = DUTCHEX-99.(A)(5)(F) 2 tv526098_exa5f.htm EXHIBIT (A)(5)(F) Exhibit (A)(5)(F) TWIN RIVER ANNOUNCES FINAL RESULTS OF TENDER OFFER Providence, Rhode Island (July 31, 2019) — Twin River Worldwide Holdings, Inc. (NYSE: TRWH) today announced the final results of its modified Dutch auction tender offer (the “Offer”), which expired on July 26, 2019. Based on the final count by the Depositary, Twin River has accepted for payment 2,542,373 Shares at a Purchase Price of $29.50 per Share. These Shares represent approximately 6.19% of Shares outstanding. Shares were accepted for purchase on a pro rata basis, and the resulting pr...

must_tender_all = True...m price at which such Shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase Shares: 6 TABLE OF CONTENTS • first, from all holders of “odd lots” (persons who own fewer than 100 Shares) who validly tender all of their Shares at or below the Purchase Price (including Shares tendered without a price specified) and do not validly withdraw them prior to the Expiration Time, except that tenders of less than all of the Shares owned by an “odd lot” holder will not qualify for this preference; ​ • second, subject to the conditional tender provisions described in Sec...

price = USD 29.5-33.0...vided herein. After the Expiration Time, we will, on the terms and subject to the conditions of the Offer, determine a single price per Share (the “Purchase Price”), which will be not less than $29.50 and not more than $33.00 per Share, that we will pay for Shares validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per Share of not less than $29.50 and not more than $33.00 per Share that will...

price = USD 29.5...ffer”), which expired on July 26, 2019. Based on the preliminary count by the Depositary for the Offer, a total of 35.7 million Shares were validly tendered and not withdrawn at a Purchase Price of $29.50 per share or without specifying a price. In accordance with the terms of the Offer and based on the preliminary count by the Depositary, Twin River expects to accept for payment and pay for an aggregate of approximately 2,542,373...

price = USD 29.5...ied Dutch auction tender offer (the “Offer”), which expired on July 26, 2019. Based on the final count by the Depositary, Twin River has accepted for payment 2,542,373 Shares at a Purchase Price of $29.50 per Share. These Shares represent approximately 6.19% of Shares outstanding. Shares were accepted for purchase on a pro rata basis, and the resulting proration factor, after giving effect to the priority for odd lot Shares, was 6...

priority = True...g an aggregate purchase price in excess of $75 million, measured at the maximum price at which such Shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase Shares: 6 TABLE OF CONTENTS • first, from all holders of “odd lots” (persons who own fewer than 100 Shares) who validly tender all of their Shares at or below the Purchase Price (including Shares tendered without a price specified) and do not validly withdraw them prior to the Expiration Time, except that tenders of less than all of the Shares owned by an “odd lot” holder will not qualify for this preference; ​ • second, subject to the...

threshold = 100...e in excess of $75 million, measured at the maximum price at which such Shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase Shares: 6 TABLE OF CONTENTS • first, from all holders of “odd lots” (persons who own fewer than 100 Shares) who validly tender all of their Shares at or below the Purchase Price (including Shares tendered without a price specified) and do not validly withdraw them prior to the Expiration Time, except that tenders of less than all of the Shares owned by an “odd lot” holder will not qualify for this preference; ​ • second, subject to the condit...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 tv524062_exa1a.htm EXHIBIT (A)(1)(A) tv524062_scoti_DIV_03-exa1a - none - 3.2725866s TABLE OF CONTENTS Exhibit (a)(1)(A)​ TWIN RIVER WORLDWIDE HOLDINGS, INC. Offer to Purchase for Cash Shares of its Common Stock for an Aggregate Purchase Price of Not More Than $75 Million at a Per Share Purchase Price Not Less Than $29.50 Per Share Nor Greater Than $33.00 Per Share ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 24, 2019, UNLESS THE OFFER IS EXTENDED...

txn_type = TENDER_OFFER...e in cash, without interest. General Information Moelis & Company LLC is acting as the Dealer Manager for the Offer. MacKenzie Partners, Inc. is serving as the Information Agent and American Stock Transfer & Trust Company, LLC is acting as the Depositary. The Offer to Purchase, the Letter of Transmittal and the other Offer materials have been filed with the SEC. Shareholders should read these materials carefully because they contain important information, including the terms and conditions of the Offer. Requests for documents may be directed to MacKenzie Partners, Inc. at (800) 322-2885 (toll free) or tender o...

txn_type = TENDER_OFFEREX-99.(A)(5)(F) 2 tv526098_exa5f.htm EXHIBIT (A)(5)(F) Exhibit (A)(5)(F) TWIN RIVER ANNOUNCES FINAL RESULTS OF TENDER OFFER Providence, Rhode Island (July 31, 2019) — Twin River Worldwide Holdings, Inc. (NYSE: TRWH) today announced the final results of its modified Dutch auction tender offer (the “Offer”), which expired on July 26, 2019. Based on the final count by the Depositary, Twin River has accepted for payment 2,542,373 Shares at a Purchase Price of $29...