Eldorado Resorts, Inc. (NASDAQ:ERI) (“Eldorado” or the
“Company”) announced today that it has successfully completed its
merger with MTR Gaming Group, Inc. (“MTR”).
The combined company, which has been renamed Eldorado Resorts,
Inc., will trade on the NASDAQ Global Select Market beginning today
under the ticker symbol “ERI.” Effective immediately, MTR Gaming
will cease to be a publicly traded company and its common stock
will discontinue trading on NASDAQ.
With the completion of the merger, the combined company owns and
operates six properties across Nevada, Ohio, West Virginia,
Louisiana, and Pennsylvania with a combined 3,300 hotel rooms, 280
table games, 32 restaurants, and approximately 10,000 slot machines
and video lottery terminals.
“We are pleased to have completed the merger with MTR and are
excited to embark on a new chapter in Eldorado’s history,” said
Gary Carano, Chairman and Chief Executive Officer of Eldorado.
“Foremost, we are thrilled to welcome the MTR team into the
Eldorado family. With a diversified platform of gaming assets
across the United States and a strengthened balance sheet, we
believe Eldorado is well positioned to take advantage of future
growth opportunities in the industry. In addition, we remain
committed to providing a premier guest experience to our valued
customer base as well as creating long-term value for our
stockholders.”
“With the combined portfolio of Eldorado and MTR, we are better
prepared to face an increasingly competitive regional gaming
landscape,” said Joseph L. Billhimer, Executive Vice President and
Chief Operating Officer of Eldorado and former President and Chief
Operating Officer of MTR Gaming Group, Inc. “We are excited to join
Eldorado and want to thank both the Eldorado and MTR teams, our
customers, stockholders and various regulatory bodies for their
invaluable support throughout the merger process.”
Agreement Information
As previously announced, Eldorado, MTR, Eldorado HoldCo LLC and
certain of their affiliates entered into a merger agreement,
pursuant to which Eldorado HoldCo LLC and MTR became wholly-owned
subsidiaries of Eclair Holdings Company, which was renamed
“Eldorado Resorts, Inc.” Under the merger agreement, MTR
stockholders were entitled to elect to receive one share of
Eldorado common stock or $6.05 of cash for each share of MTR common
stock, subject to a cap of $35 million of total cash consideration.
As previously disclosed on August 13, 2014, the cash election
was oversubscribed. Accordingly, approximately 24.6% of the shares
of MTR common stock for which a cash election was made will be
distributed cash as merger consideration, and approximately 75.4%
of the shares of MTR common stock for which a cash election was
made will receive shares of ERI common stock as merger
consideration.
Former members of Eldorado Holdco LLC will own approximately
50.2% of Eldorado common stock and the former stockholders of MTR
will own approximately 49.8% of Eldorado common stock, subject to a
post-closing adjustment to the number of shares issued to former
members of Eldorado HoldCo LLC (as further described in the merger
agreement).
Leadership and Organization
Gary L. Carano has been appointed to serve as Chairman and Chief
Executive Officer of Eldorado. Thomas Reeg now serves as President
of Eldorado, and Joseph L. Billhimer, former President and Chief
Operating Officer of MTR Gaming, serves as Executive Vice President
and Chief Operating Officer of Eldorado. Robert M. Jones now serves
as the Company’s Executive Vice President and Chief Financial
Officer.
The members of the Board of Directors of Eldorado are Gary
Carano, Frank Fahrenkopf, Jr., James Hawkins, Michael Pegram,
Thomas Reeg, David Tomick and Roger Wagner.
Advisors
Milbank, Tweed, Hadley & McCloy LLP served as legal counsel
to Eldorado Resorts. Macquarie Capital served as MTR Gaming’s
exclusive financial advisor, and Stevens & Lee, P.C. served as
legal counsel to MTR Gaming.
About Eldorado Resorts, Inc.
Eldorado Resorts, Inc. (NASDAQ: ERI) is a casino entertainment
company that owns and operates six properties in five states,
including Eldorado Resort Casino and Silver Legacy Resort Casino (a
50/50 joint venture with MGM Resorts International) in Reno, NV;
Eldorado Resort Casino in Shreveport, LA; Scioto Downs Racino in
Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester,
WV; and Presque Isle Downs & Casino in Erie, PA. For more
information, please visit www.eldoradoresorts.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on current
expectations of management of Eldorado and are subject to
uncertainty and changes in circumstances. These forward-looking
statements include, among others, statements regarding the
completed merger of Eldorado with MTR; the anticipated benefits of
geographic diversity that will result from the merger; expectations
about future business plans, prospective performance and
opportunities. These forward-looking statements may be identified
by the use of words such as “expect,” “anticipate,” “believe,”
“estimate,” “potential,” “should”, “will” or similar words intended
to identify information that is not historical in nature. The
inclusion of such statements should not be regarded as a
representation that such plans, estimates or expectations will be
achieved. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements made herein. These risks and uncertainties include (a)
the ability of Eldorado and MTR to promptly and effectively
integrate their respective businesses; (b) the outcome of any legal
proceedings that may be, or have been, instituted in connection
with the transaction; (c) the ability to retain certain key
employees of Eldorado or MTR; (d) the possibility and impact of any
material adverse change affecting Eldorado or MTR; (e) the risk
factors disclosed in Eldorado’s filings with the Securities and
Exchange Commission (the “SEC”), and; (f) the risk factors
disclosed in the Proxy Statement/Prospectus mailed to MTR
stockholders on or about June 18, 2014. Forward-looking statements
reflect Eldorado’s analysis as of the date of this release.
Eldorado does not undertake to revise these statements to reflect
subsequent developments, except as required under the federal
securities laws. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
Investor RelationsEldorado Resorts Inc.Thomas Reeg,
President, (775)
328-0112investorrelations@eldoradoresorts.comorMedia
RelationsICRPhil Denning, (646)
277-1258phil.denning@icrinc.com
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