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Section 1: 8-K (8-K)

8-K
false 0001590895 0001590895 2020-01-10 2020-01-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2020

 

Eldorado Resorts, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-36629

 

46-3657681

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 West Liberty Street, Suite 1150

Reno, NV

 

89501

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (775) 328-0100 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.00001, par value

 

ERI

 

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 8.01 Other Events

On January 10, 2020, Eldorado Resorts, Inc., a Nevada corporation (the “Company”) and its wholly-owned subsidiaries Eldorado Shreveport #1, LLC, a Nevada limited liability company (“Seller 1”), and Eldorado Shreveport #2, LLC, a Nevada limited liability company (“Seller 2” and, together with Seller 1, collectively the “Sellers”), entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Maverick Shreveport #1, LLC, a Nevada limited liability company (“Buyer 1”), Maverick Shreveport #2, LLC, a Nevada limited liability company (“Buyer 2” and, together with Buyer 1, collectively the “Buyer”), and, solely for purposes of Section 8.19 of the Equity Purchase Agreement, Maverick Gaming LLC, a Nevada limited liability company, pursuant to which Buyer will purchase all of the outstanding equity interests in Eldorado Casino Shreveport Joint Venture, a Louisiana partnership (the “Joint Venture”) for aggregate consideration of $230,000,000, subject to a working capital adjustment (the “Sale”).

The Equity Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations. Consummation of the Sale is subject to customary conditions, including, among other things, (i) the absence of any injunction or order preventing the transactions contemplated by the Equity Purchase Agreement, (ii) approval of the transaction by the Federal Trade Commission, (iii) receipt of regulatory approvals, including applicable gaming regulatory approvals, (iv) accuracy of the respective parties’ representations and warranties and (v) compliance by the parties with their respective covenants and obligations. In addition, the Sellers’ obligation to consummate the Sale is subject to the prior or concurrent closing of the Company’s previously announced merger with Caesars Entertainment Corporation. The obligation of the Buyer to consummate the Sale is not subject to a financing condition.

On January 13, 2020, the Company issued a press release announcing the transactions described in this Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
No.

   

Description

         
 

99.1

   

Press Release dated January 13, 2020

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

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

 

 

ELDORADO RESORTS, INC.,

a Nevada corporation

             

Date: January 13, 2020

 

 

By:

 

/s/ Thomas R. Reeg

 

 

 

Name: Thomas R. Reeg

 

 

 

Title: Chief Executive Officer

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

ELDORADO RESORTS ENTERS INTO DEFINITIVE AGREEMENT TO DIVEST

THE ELDORADO SHREVEPORT RESORT AND CASINO FOR $230 MILLION IN CASH

Reno, Nevada (January 13, 2020) – Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) announced today that it has entered into a definitive agreement to sell the Eldorado Resort and Casino in Shreveport, Louisiana to Maverick Gaming LLC for $230 million in cash, subject to a working capital adjustment.

The transaction is subject to regulatory approvals, the prior or concurrent closing of Eldorado’s previously announced merger with Caesars Entertainment Corporation, and other customary closing conditions and is expected to close in 2020.

Tom Reeg, Chief Executive Officer of Eldorado, commented, “The agreement to divest the Eldorado Shreveport is consistent with our continued focus on reducing debt ahead of the expected closing for the Caesars transaction in the first half of 2020.”

Macquarie Capital is acting as exclusive financial advisor and Milbank LLP is acting as legal counsel to Eldorado in connection with the proposed transactions.

About Eldorado Resorts, Inc.

Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorado’s properties feature approximately 24,800 slot machines, VLTs and e-tables and approximately 820 table games, and over 11,800 hotel rooms. For more information, please visit www.eldoradoresorts.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among others, statements regarding required regulatory approvals and the expected timing of the completion of the proposed transaction with Maverick Gaming and the completion of the Caesars transaction, as well as expectations, future operating results and other information that is not historical information. When used in this press release, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There is no assurance that the proposed transaction will be consummated and there are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements made herein. Such risks, uncertainties and other important factors include, but are not limited to: (a) the possibility that the transaction with Maverick Gaming or the Caesars transaction and related transactions do not close when expected or at all because required regulatory or other approvals are not received or other conditions to the consumption thereof are not satisfied on a timely basis or at all; (b) the risk that the financing required to fund the Caesars transaction and related transactions is not obtained on the terms anticipated or at all; (c) litigation challenging the Caesars transaction; (d) conditions imposed on us or Caesars in order to obtain required regulatory approvals; (e) uncertainties in the global economy and credit markets and its potential impact on our ability to finance the Caesars transaction; (f) uncertainties as to the timing of the consummation of the Caesars transaction and the ability of us and Caesars to consummate the Caesars transaction; and (g) other risks and uncertainties described in our reports on Form 10-K, Form 10-Q and Form 8-K.

In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.

Contact:

Brian Agnew

Eldorado Resorts

775-328-0112

[email protected]

Joseph N. Jaffoni, Richard Land, James Leahy

JCIR

212-835-8500

[email protected]

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