Item 1.01 Entry into a Material Definitive Agreement. On December 30, 2013 , Florida Gaming Corporation (the "Company") and its wholly-owned subsidiary, Florida Gaming Centers, Inc. ("Centers," and collectively with the Company, the "Debtors") entered into an asset purchase agreement (the "Stalking Horse Agreement") with Silvermark, LLC ("Silvermark"), pursuant to which Silvermark agreed to acquire substantially all of Centers' assets for a cash purchase price of $115,000,000 and assumption of certain liabilities of approximately $17,500,000 . As previously disclosed, on August 19, 2013 , the Debtors each filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Florida (the " Bankruptcy Court "), case no. 13-29598 for the Company and case no. 13-29597 for Centers, seeking relief under the provisions of Chapter 11 ("Chapter 11") of Title 11 of the United States Bankruptcy Code ("Bankruptcy Code"). The Stalking Horse Agreement is subject to receipt by the Debtors of higher or otherwise better bids at an auction conducted under the provisions of Section 363 of the Bankruptcy Code (the "Auction"). On December 30, 2013 , a sales procedures order was entered by the Bankruptcy Court providing that Silvermark was the "stalking horse" bidder for the assets identified in the Stalking Horse Agreement and establishing procedures for the sale of substantially all of the assets of Centers, pursuant to which, among other things, other qualified bidders must submit competing and qualifying bids by March 19, 2014 (the "Sales Procedures Order"). The Stalking Horse Agreement is subject to customary regulatory approvals, including Silvermark's receipt of a Florida gaming license, and other customary regulatory and closing conditions. With limited exceptions, if the Auction results in a party other than Silvermark being the highest bidder and the ultimate purchaser of Centers' assets, the Stalking Horse Agreement will be terminated, and the Debtors will be obligated to pay $4,000,000 to Silvermark as a break-up fee and for expense reimbursement (the "Termination Fee"). As previously disclosed, before the filing of the Chapter 11 cases, the Debtors and Silvermark previously entered into a Stock Purchase Agreement (the "SPA"), dated as of November 25, 2012 and amended from time to time, pursuant to which Silvermark would have purchased all of Centers' equity from the Company. Pursuant to the Stalking Horse Agreement, upon the closing of the Stalking Horse Agreement or the payment of the Termination Fee, the Company and Centers would be released by Silvermark from any obligations or liabilities relating to the SPA. The foregoing descriptions of the Stalking Horse Agreement and the Sales Procedures Order do not purport to be complete and are qualified in their entirety by reference to the Debtors' filings with the Bankruptcy Court and to the full text of the Stalking Horse Agreement and the Sales Procedures Order, copies of which are attached hereto as Exhibits 2.1 and 99.1, respectively, and incorporated herein. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K and the exhibits hereto (collectively, this "Current Report") may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including statements regarding the satisfaction of conditions to the closing of the proposed asset sale, the potential of the proposed asset sale and the expectation that the Chapter 11 filings will enable the Debtors to sell their assets in an orderly manner and other statements regarding the Company's strategy, future operations, future financial positions, future performance, prospects and plans and objectives of management, should be considered forward-looking statements. The Company often uses words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "may," "predict," "will," "would," "could," "should," "target" and similar expressions to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 cases on our liquidity or results of operations, changes in our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, the outcome or timing of the Chapter 11 process and the proposed asset sale, the effect of the Chapter 11 cases or proposed asset sale on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process or the proposed asset sale or conditions to the proposed asset sale, and the timing or amount of any distributions to our stakeholders. Additionally, new risks and uncertainties emerge from time to time, and it is not possible for us to predict or assess the impact of every factor that may cause our actual results or events to differ from those contained in any forward-looking statements. Accordingly, investors should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Cautionary Statement Regarding Bankruptcy Proceedings The Company's security holders and potential investors are cautioned that trading in the Company's securities during the pendency of the Chapter 11 cases will be highly speculative and will pose substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company's Chapter 11 cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. As a result of the Chapter 11 cases, the Debtors are periodically required to file various documents with, and provide certain information to, the Bankruptcy Court , including statements of financial affairs, schedules of assets and liabilities, monthly operating reports and other financial information. Such materials have been and will be prepared according to requirements of federal bankruptcy law. While they would accurately provide then-current information required under federal bankruptcy law, such materials will contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from that used in the Company's consolidated financial statements filed under the federal securities laws. Accordingly, the Company believes that the substance and format of such materials do not allow meaningful comparison with its publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing for comparison with other financial information filed with the Securities and Exchange Commission . Most of the Debtors' filings with the Bankruptcy Court are available to the public at the offices of the Clerk of the Bankruptcy Court or may be obtained through private document retrieval services. The Company undertakes no obligation to make any further public announcement or issue any update with respect to the documents filed with the Bankruptcy Court or any matters referred to therein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: 2.1 Asset Purchase Agreement, dated as of December 17, 2013 , by and among Florida Gaming Corporation , Florida Gaming Centers, Inc. and Silvermark, LLC (Schedules and exhibits have been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K and are not filed herewith. The registrant hereby agrees to furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request. The schedules and exhibits have been filed with the Bankruptcy Court .) 99.1 Sales Procedures Order, dated December 30, 2013 .
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