Eldorado Resorts and Caesars Entertainment Corporation have entered into a definitive merger agreement that, when completed, will create the largest owner and operator of gaming assets in the U.S.
The proposed transaction will combine two leading gaming companies with complementary national operating platforms, strong brands, strategic industry alliances and a collective commitment to enhancing guest service and shareholder value, according to a press release. The combined company will provide its guests with access to approximately 60 domestic casino–resorts and gaming facilities across 16 states. The transaction is transformational for each company’s shareholders, employees and customers, combining Eldorado’s operational expertise with Caesars industry-leading loyalty program, regional network and Las Vegas assets.
Eldorado will acquire all of the outstanding shares of Caesars for a total consideration of approximately $17.3 billion, comprised of $7.2 billion in cash, approximately 77 million Eldorado common shares and the assumption of Caesars’ outstanding net debt (excluding face value of the existing convertible note). Giving effect to the transaction, Eldorado and Caesars shareholders will hold approximately 51 percent and 49 percent of the combined company’s outstanding shares, respectively.
Upon completion of the transaction, which is expected to take place in the first half of 2020, the combined company will retain the Caesars name to capitalize on the value of the iconic global brand and its legacy of leadership in the global gaming industry. The combined company’s board of directors will consist of 11 members, six of whom will come from Eldorado’s board of directors and five of whom will come from Caesars board of directors.
Eldorado also announced that it has entered into a master transaction agreement with VICI Properties in which VICI will acquire the real estate associated with Harrah’s Resort Atlantic City, Harrah’s Laughlin Hotel & Casino, and Harrah’s New Orleans Hotel & Casino for approximately $1.8 billion. This transaction, along with amendments to existing leases, will generate $3.2 billion of gross proceeds to immediately strengthen the combined company’s balance sheet.
“Eldorado’s combination with Caesars… is a strategically, financially and operationally compelling opportunity that brings immediate and long-term value to stakeholders of both companies,” said Tom Reeg, CEO of Eldorado Resorts.
“This announcement is the culmination of a thorough evaluation by the Caesars board of directors,” added Jim Hunt, chairman of Caesars Entertainment. “The board unanimously concluded that the combination of these two companies creating an even stronger entity is a decision for our shareholders’ consideration and vote for immediate and ongoing value.”