Caesars, Eldorado merger gets green light

Eldorado Resorts and Caesars Entertainment Corporation announced that, at separate Special Meetings of Stockholders today, their respective stockholders approved certain actions in connection with Eldorado’s acquisition of Caesars.

The transaction is expected to be consummated in the first half of 2020 and remains subject to the receipt of all required regulatory approvals, and other closing conditions.

Holders of over 99% of the Eldorado shares that voted on the issuance of shares of Eldorado common stock in connection with transactions contemplated by the merger agreement with Caesars cast their votes in favor, representing approximately 87% of Eldorado’s outstanding common stock as of the record date for the Eldorado stockholder meeting.

Holders of over 99% of the Caesars shares that voted on the merger cast their votes in favor, representing approximately 76% of Caesars’ common stock outstanding and entitled to vote as of the record date for the Caesars stockholder meeting. Eldorado and Caesars stockholders also approved each of the other matters on their respective meeting agendas, including the Eldorado stockholders’ approval of the reincorporation of Eldorado from Nevada to Delaware subject to and promptly following the consummation of the merger.

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Eldorado Resorts releases fourth quarter combined net revenues

Eldorado Resorts, Inc. today reported operating results for the three and 12 months ended December 31, 2015. Net revenues and Adjusted EBITDA for all periods summarized below include the operations of Silver Legacy and Circus Circus Reno, which were acquired by ERI on November 24, 2015, as if the acquisition occurred on January 1, 2014, and the operations of MTR Gaming Group, Inc., which merged with the Company on September 19, 2014, as if the merger occurred on January 1, 2014.

“Eldorado’s strong fourth quarter and full year financial results mark the conclusion of another successful and active year for the Company. With fourth quarter revenue and EBITDA gains at all but one of our properties, Eldorado’s consolidated Adjusted EBITDA rose 21.1%. Furthermore, with Adjusted EBITDA growth of more than 10% at six of our seven properties, the strength across our portfolio in the fourth quarter was broad based. Our fourth quarter and full year adjusted EBITDA margin growth reflects the impact of property enhancement initiatives that target product and service offering upgrades across our entire portfolio while exercising cost discipline and extracting operating efficiencies. For example, the opening of The Brew Brothers, our restaurant and microbrewery at Scioto Downs, drove a meaningful increase in traffic and slot revenues. We believe our continued focus on margin expansion combined with the strength of our properties in their respective markets provides a basis for continued near- and long-term financial growth and the enhancement of shareholder value,” said Gary Carano, chairman and chief executive officer of Eldorado.

“During the quarter we closed on the acquisition of the 50% of Silver Legacy and all of the assets of Circus Circus Reno which was immediately accretive to our free cash flow. The acquisition of these properties complements our already strong position in downtown Reno and is consistent with our strategy to expand our scale through strategic, accretive transactions. Eldorado’s Tri-Property Reno complex completed an extraordinary year, with fourth quarter Adjusted EBITDA growth of 55.4%.

“2015 was a transformative year for Eldorado as we fully integrated MTR Gaming’s operations into the Eldorado portfolio and completed significant enhancements through prudent, return-focused capital allocation at each of our properties. At Scioto Downs, we built and opened The Brew Brothers. At Presque Isle Downs and Casino, we completed the $5.0 million five-phase design and facility enhancement program that added a new casino center bar, an improved high limit gaming area and exciting new slot product. At Eldorado Reno, over 200 rooms were remodeled and we completely refurbished the exterior of Eldorado Shreveport. At Mountaineer Casino, Racetrack & Resort, a new smoking patio was added with 261 slot machines and six table games. We are excited as we look forward to 2016, especially in the Reno market as job growth for Northern Nevada is projected to more than double the historical average. We are pleased to report that our operating momentum has continued in the first quarter”.

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Eldorado Resorts announces changes in management

Eldorado Resorts has announced that Chief Operating Officer Joseph Billhimer has left the company effective Jan. 5, 2016.

Billhimer's responsibilities will be assumed by other members of the company's senior management team, including Chairman and CEO Gary Carano.

"We thank Joe for his contributions to Eldorado Resorts and wish him the best in the future," said Mr. Carano.

Additionally, Chief Financial Officer Bob Jones, announced his intention to retire, effective March 15, 2016. Tom Reeg, President of Eldorado Resorts Inc., will assume the additional title and responsibilities of Chief Financial Officer upon Jones' retirement. Stephanie Lepori, the company's Senior Vice President of Finance, was promoted to Chief Accounting Officer effective Jan. 1, 2016.

"Bob has been instrumental helping Eldorado Resorts transform from a small, family-owned business with one property in Reno, Nevada into a diversified public gaming company with seven properties in five states. We thank him for his 30 years of service and wish him well in his retirement," said Carano.

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Eldorado Resorts and Vista Host establish joint venture for Scioto Downs hotel

 Eldorado Resorts, Inc. announced today that it has established Columbus Southeast Hotel Group LLC, a joint venture with Vista Host, Inc. to develop a new 118-room Hampton Inn & Suites hotel that will be attached to Eldorado’s Scioto Downs Racino in Columbus, OH. Construction of the new hotel is expected to begin this month with a targeted completion date in late 2016.

Pursuant to the terms of the joint venture agreement, Eldorado is contributing $1 million of cash and 2.4 acres of land immediately adjacent to the The Brew Brothers microbrewery and restaurant at Scioto Downs Racino. Columbus Southeast Hotel Group, LLC will be responsible for the construction of the $15 million hotel and Vista Host, Inc. will operate it upon its completion.

Scioto Downs Racino, Ohio’s first racino, features more than 2,100 video lottery terminals, with a smoking patio that contains 82 video lottery terminals, seasonal live harness racing, year-round simulcast wagering and an array of dining options and live entertainment. Eldorado is in the final stages of a $9.5 million Phase II expansion of Scioto Downs Racino that further extends the property’s guest amenities and entertainment offerings and includes the The Brew Brothers microbrewery and restaurant, a new bakery and a refresh of the Dash Cafe that are expected to open in the fourth quarter of 2015. Along with the Phase II property expansion, Scioto Downs will be rebranded as “Eldorado Scioto Downs” in the fourth quarter of 2015 with new signage added throughout the property.

The planned four-story, 118-room Hampton Inn & Suites will feature amenities such as 4,000 square feet of meeting space, a free hot breakfast, a state-of-the-art fitness center and an indoor pool. All guestrooms will be equipped with the Clean and Fresh Hampton bed™ and free high-speed internet access. The hotel will also offer suites featuring a sleeper sofa, bar sink, under-the-counter refrigerator and microwave oven.

Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, “Providing our guests with the highest level of amenities at our properties continues to be a strategic priority for Eldorado and we believe the addition of a new hotel at Scioto Downs will fulfill the guest demand we have for lodging while further differentiating the property in the Columbus market. This planned new hotel is an excellent extension of the property’s Phase II development project as it brings yet another unique amenity to Scioto Downs. By partnering with Michael Harrell and the team at Vista Host for the development of this new hotel, we expect to deliver a quality hospitality offering for our guests while maintaining our financial discipline and focus on generating solid returns on investments.”

“Hampton is known for quality, innovation, comfort and value-added extras, making it the brand of choice in the marketplace today,” said Michael Harrell, Vista Host, Inc. “We are very excited to partner with Gary and the team at both Eldorado and Scioto Downs to bring a new hotel to a leading entertainment and gaming destination in Columbus.”

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Eldorado Resorts announces proposal to sell senior notes

Eldorado Resorts, Inc. announced today that it intends to offer $375 million in aggregate principal amount of senior notes due 2023 (the “Notes”).

The Company intends to apply the net proceeds of the sale of the Notes, together with borrowings under a proposed new $425 million term loan, proceeds from the proposed sale of equity securities, borrowings under a proposed new $150 million revolving credit facility and cash on hand, to (i) purchase or otherwise redeem or discharge (a) all of the outstanding 8.625 percent Senior Secured Notes due 2019 issued by Eldorado Resorts LLC and Eldorado Capital Corp. and (b) all of the outstanding 11.50 percent Senior Secured Second Lien Notes due 2019 issued by MTR Gaming Group, Inc., (ii) pay the purchase price for the purchase of all of the assets of Circus Circus Reno and the 50 percent interest in the Silver Legacy joint venture (the “Silver Legacy Joint Venture”) that is currently owned by a subsidiary of MGM Resorts International and repay all amounts outstanding under the Silver Legacy Joint Venture credit facility, and (iii) pay fees and costs associated with such transactions.

The Notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States under Regulation S of the Securities Act. The Notes will not be registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Eldorado Resorts completes merger with MTR Gaming Group

RENO -- Eldorado Resorts, Inc. (NASDAQ:ERI) announced today that it has successfully completed its merger with MTR Gaming Group, Inc.

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.”

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Lucky Player hits jackpot at Eldorado Resort Casino in Shreveport

IGT's legendary MegaJackpots slot machine, Wheel of Fortune, created another millionaire! The lucky player, who wishes to remain anonymous, was caught by surprise with a life-changing $1,034,027.50 jackpot at Eldorado Resort Casino in Shreveport, LA.

The new millionaire said that when he realized he'd struck it rich on a Wheel of Fortune Five Times Pay slot machine, he jumped up and down with excitement and a feeling of "complete joy." He said that he plans to keep working because he "loves his job" and will use some of his winnings for travel and charities and invest most of the money in his and his family's future.

IGT launched the MegaJackpots progressive product line in 1986 and has since produced thousands of winners with jackpots ranging from $1 million to the world-record slot jackpot of more than $39 million.

MegaJackpots games, including Wheel of Fortune slots, are created by IGT, a leader in the design, development and manufacture of gaming machines and systems products in casinos worldwide.

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