ISLE OF CAPRI CASINOS, INC. (NASDAQ:ISLE) Files An 8-K Termination of a Material Definitive Agreement

Item1.02.

Credit Agreement

In connection with the consummation of the acquisition of the
Company by ERI, on May1, 2017, the Company terminated the Credit
Agreement, dated as of July26, 2007 among the Company, the
Lenders listed therein, Wells Fargo Bank, National Association,
as administrative agent (as successor to Credit Suisse, AG,
Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands
Branch)), as amended, restated, supplemented or otherwise
modified.

In connection with the termination of the Credit Agreement, the
Company repaid all of the outstanding obligations in respect of
principal, interest and fees under the Credit Agreement.

5.875% Senior Notes due 2021

As previously announced, in connection with the consummation of
Mergers (as defined below), on April17, 2017, the Company
commenced a tender offer (the Tender Offer) to purchase for cash
any and all of its outstanding 5.875% Senior Notes due 2021 (the
Isle Senior Notes) issued to that certain indenture dated as of
March5, 2013, among the Company, the subsidiary guarantors party
thereto and U.S. Bank National Association, as trustee (the Isle
Senior Notes Trustee), as amended and supplemented by that
certain Supplemental Indenture, dated as of April19, 2013, and
that certain Supplemental Indenture dated as of April14, 2015 (as
amended and supplemented Isle Senior Notes Indenture). On May1,
2017, the Company announced the early tender results and initial
settlement for the Tender Offer. A copy of the press release
announcing the early tender results and initial settlement is
furnished as Exhibit99.1 and is incorporated herein by reference.
In addition, on May1, 2017, $252,910,000.00 aggregate principal
amount of the Isle Senior Notes were purchased in the Tender
Offer for total consideration of $262,871,351.88, including
accrued interest, leaving $197,090,000 aggregate principal amount
of Isle Senior Notes outstanding (the Remaining Isle Senior
Notes).

In addition, the Company elected to call for redemption all of
the Remaining Isle Senior Notes and satisfy and discharge its
obligations under the Isle Senior Notes Indenture.Accordingly, on
May1, 2017, following the purchase of the tendered Isle Senior
Notes in the Tender Offer, at the direction of the Company, the
Isle Senior Notes Trustee issued a notice of redemption (the Isle
Senior Notes Redemption Notice) to the holders of the Remaining
Isle Senior Notes, notifying such holders that the Remaining Isle
Senior Notes will be redeemed on May31, 2017 (the Isle Senior
Notes Redemption Date) at a redemption price of 102.938% of the
principal amount thereof, together with accrued and unpaid
interest thereon to, but not including, the Isle Senior Notes
Redemption Date (the Isle Senior Notes Redemption Price).
Immediately following the issuance of the Isle Senior Notes
Redemption Notice, the Company satisfied and discharged its
obligations under the Isle Senior Notes Indenture by depositing
with the Isle Senior Notes Trustee funds sufficient to pay the
Isle Senior Notes Redemption Price for the Remaining Isle Senior
Notes in full, such funds to be held in trust for the benefit of
the holders thereof.

The information contained in this Current Report does not
constitute an offer to purchase, the solicitation of an offer to
purchase or a solicitation of tenders or consents with respect to
the Isle Senior Notes.

8.875% Senior Subordinated Notes due 2020

The Company also elected to call for redemption all of its
outstanding 8.875% Senior Subordinated Notes due 2020 (the Isle
Subordinated Notes) and satisfy and discharge its obligations
under the indenture governing the Isle Subordinated Notes (the
Isle Subordinated Notes Indenture).Accordingly, on May1, 2017, at
the direction of the Company, the Trustee for the Isle
Subordinated Notes (the Isle Subordinated Notes Trustee) issued a
notice of redemption (the Isle Subordinated Notes Redemption
Notice) to the holders of the Isle Subordinated Notes, notifying
such holders that the Isle Subordinated Notes will be redeemed on
June15, 2017 (the Isle Subordinated Notes Redemption Date) at a
redemption price equal to 102.219% of the aggregate principal
amount thereof, together with accrued and unpaid interest thereon
to, but not including, the Isle Subordinated Notes Redemption
Date (the Isle Subordinated Redemption Price). Immediately
following the issuance of the Isle Subordinated Notes Redemption
Notice, the Company satisfied and discharged its obligations
under the Isle Subordinated Notes Indenture by depositing with
the Isle Subordinated Notes Trustee funds sufficient to pay the
Isle Subordinated Notes Redemption Price for all outstanding Isle
Subordinated Notes in full, such funds to be held in trust for
the benefit of the holders thereof.

On May1, 2017, to the Merger Agreement, Merger Sub A merged with
and into the Company, with the Company continuing as the
surviving entity (the First Step Merger), and immediately
following the First Step Merger, the Company merged with and into
Merger Sub B, with Merger Sub B continuing as the surviving
entity (the Second Step Merger, and together with the First Step
Merger, the Mergers).

to the Merger Agreement, as a result of the First Step Merger,
each share of common stock, par value $0.01 per share, of the
Company (Isle Stock), converted into the right to receive, at the
election of the holders of such shares of Isle Stock, subject to
adjustment and proration and reallocation as described in the
Merger Agreement, $23.00 in cash (the Cash Consideration) or
1.638 shares (the Stock Consideration) of common stock, par value
$0.00001, of ERI (ERI Stock).

Holders of 35,667,371 shares of Isle Stock elected (including
shares tendered via notices of guaranteed delivery) to receive
the Stock Consideration (Stock Election Shares), holders of
6,882,190 shares of Isle Stock (including shares tendered via
notices of guaranteed delivery) elected to receive the Cash
Consideration (Cash Election Shares), and holders of the
remaining shares of Isle Stock did not make any election (No
Election Shares). As a result and in accordance with the
adjustment, proration and reallocation procedures described in
the Merger Agreement, (x)each holder of Cash Election Shares and
No Election Shares will receive Cash Consideration in respect of
such Cash Election Shares and No Election Shares and (y)each
holder of Stock Election Shares will receive Stock Consideration
in respect of a portion of the Stock Election Shares held by such
holder and Cash Consideration in respect of the remaining portion
of the Stock Election Shares held by such holder (such portions
to be finally determined upon expiration of the period for
delivery of shares tendered via notices of guaranteed delivery).

Each option to purchase Isle Stock, whether vested or unvested,
that was outstanding (or deemed outstanding) immediately prior to
the effective time of the First Step Merger (the Effective Time)
was converted into an option or right to purchase that number of
shares ERI Stock equal to the number of shares of Isle Stock
subject to such stock option multiplied the Stock Consideration
at an exercise price equal to the exercise price of such option
to purchase Isle Stock divided by the Stock Consideration. Each
restricted share of Isle Stock that was outstanding (or

deemed outstanding) immediately prior to the Effective Time was
converted into a restricted share of ERI Stock in an amount equal
to the Stock Consideration, with aggregated fractional shares
rounded to the nearest whole share. Each performance stock unit
of the Company that was outstanding immediately prior to the
Effective Time was converted into a number of performance stock
units in respect of ERI Stock in an amount equal to the Stock
Consideration. Each restricted stock unit of the Company,
deferred stock unit or phantom unit (collectively, RSUs) was
converted into a number of restricted stock units, deferred stock
units or phantom units, as applicable, in respect of shares of
ERI Stock in an amount equal to the Stock Consideration, with
aggregated fractional shares rounded to the nearest whole share.
Each converted stock option, restricted share, performance stock
unit and RSU remains subject to the same restrictions and other
terms as are set forth in, and will continue to vest or
accelerate, if unvested, in accordance with, the applicable stock
plan of the Company, award agreement to which the stock option,
restricted share, performance stock unit or RSU, as applicable,
was granted, and any other relevant agreements (such as an
employment agreement).

Based on the closing price of $19.12 per share of ERI Stock on
the NASDAQ Global Select Market (NASDAQ) on April28, 2017, the
aggregate implied value of the consideration paid to former
holders of Isle Stock in connection with the consummation of the
Mergers was approximately $1.096billion, including approximately
$544.3million in ERI Stock and approximately $552.0million in
cash.

The foregoing description of the Merger Agreement and the Mergers
is not complete and is qualified in its entirety by reference to
the Merger Agreement filed as Exhibit 2.1 hereto and incorporated
herein by reference.

Item2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

Notes Supplemental Indenture

On March29, 2017, Merger Sub B issued $375million aggregate
principal amount of 6% Senior Notes due 2025 (the Notes) to an
indenture, dated as of March29, 2017 (the Indenture), between
Merger Sub B and U.S. Bank National Association, as Trustee (the
Trustee). On May1, 2017, in connection with consummation of the
acquisition of the Company by ERI, ERI, Merger Sub B, the Trustee
and certain subsidiaries of ERI and the Company (the Guarantors)
entered into a Supplemental Indenture (the Notes Supplemental
Indenture), to which (i)ERI assumed the obligations of Merger Sub
B under the Notes and the Indenture and (ii)each of the
Guarantors agreed to become a guarantor of ERIs obligations under
the Notes and the Indenture.

Guaranty Agreement

On April17, 2017, Merger Sub B entered into a Credit Agreement
with JPMorgan Chase Bank, N.A., as administrative agent (the
Administrative Agent), and the lenders party thereto (the Credit
Agreement), consisting of a $1.45billion term loan facility and a
$300million revolving credit line. On May1, 2017, in connection
with the consummation of the acquisition of the Company by ERI,
ERI, Merger Sub B, the Administrative Agent and certain
subsidiaries of the Company (the Isle Guarantors) entered into a
Guaranty Agreement, to which the Isle Guarantors agreed to become
a guarantor of ERIs obligations under the Credit Agreement.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing.

In connection with the consummation of the Mergers, the Company
notified NASDAQ on May1, 2017 that, in the First Step Merger,
each issued and outstanding share of Isle Stock would be
converted into the right to receive, at the election of the
stockholders of the Company, subject to the proration and
reallocation provisions in the Merger Agreement, either the Cash
Consideration or the Stock Consideration, and requested that
trading in Isle Stock be suspended following the close of trading
on May1, 2017.Also on May1, 2017, the Company requested that
NASDAQ file with the SEC a notificationon Form 25 to effect the
delisting of Isle Stock on NASDAQ and the deregistration of
Shares under Section 12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act). The Company intends to file
with the SEC a certification on Form 15 under the Exchange Act
requesting the suspension of the Companys reporting obligations
under Sections 13 and 15(d) of the Exchange Act.

The information set forth under Item 2.01 above is incorporated
herein by reference.

The information set forth under Item 2.01 above is incorporated
herein by reference.

ERIs source of funds for the aggregate Merger Consideration and
related transaction expenses included shares of ERI Stock, cash
on hand, borrowings under ERIs term loan, borrowings under ERIs
revolving credit facility and proceeds of from ERIs issuance of
senior notes in March 2017.

The information set forth under Item 2.01 above is incorporated
herein by reference.

Item5.02. Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers.

As a result of the Mergers, and effective as of the Effective
Time, each of the current directors of the Company resigned from
the board of directors of the Company and all committees thereof
on which they served. Upon completion of the Mergers and to the
terms of the Merger Agreement, Bonnie Biumi and Gregory J. Kozicz
have been appointed to the board of directors of ERI.

In addition, effective as of the Effective Time, all of the
individuals who were serving as officers of the Company
immediately prior to the Effective Time ceased serving in such
capacities.

These resignations were not a result of any disagreements between
the Company and its directors or officers on any matter relating
to the Companys operations, policies or practices.

At the Effective Time, the amended and restated certificate of
incorporation of the Company was amended and restated to read in
its entirety (other than the name of the Company) as the
Certificate of Incorporation of Merger Sub A in effect
immediately prior to the Effective Time (as amended and restated,
the Second Amended and Restated Certificate of Incorporation). At
the effective time of the Second Step Merger, the Second Amended
and Restated Certificate of Incorporation and the bylaws of the
Company ceased to be in effect and the Certificate of Formation
of Merger Sub B, as amended by the Certificate of Merger merging
the Company, as the survivor of the First Step Merger, with and
into Merger Sub B and changing the name of Merger Sub B to Isle
of Capri Casinos LLC (the Certificate of Formation) and the
Limited Liability Company Agreement of Merger Sub B (the Limited
Liability Company Agreement) became the Certificate of Formation
and Limited Liability Company Agreement of Merger Sub B, the
survivor of the Second Step Merger.

The Second Amended and Restated Certificate of Incorporation is
attached hereto as Exhibit 3.1, and the Certificate of Formation
and the Limited Liability Company Agreement are attached hereto
as Exhibit 3.2 and Exhibit 3.3, respectively, and each of these
documents is incorporated herein by reference.

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.

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ISLE OF CAPRI CASINOS, INC. (NASDAQ:ISLE) Recent Trading Information

ISLE OF CAPRI CASINOS, INC. (NASDAQ:ISLE) closed its last trading session at with 1,475,640 shares trading hands.