Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado”) and Isle of
Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle")
announced that, at separate Special Meetings of Shareholders today,
their respective shareholders approved certain actions in
connection with Eldorado’s acquisition of Isle of Capri. The
transaction is expected to be consummated in the second quarter of
2017 and remains subject to the approval of applicable gaming
authorities, and other customary closing conditions.
Holders of over 99% of the Eldorado shares that voted on the
issuance of shares of Eldorado common stock in the merger cast
their votes in favor, representing approximately 85% of Eldorado’s
outstanding common stock as of the record date for the shareholder
meeting. Holders of over 99% of the Isle shares that voted on the
merger cast their votes in favor, representing approximately 84% of
Isle’s outstanding common stock as of the record date for the
shareholder meeting. Both Eldorado and Isle will file a Current
Report on Form 8-K with the respective final results of the votes.
Eldorado and Isle shareholders also approved each of the other
matters on their respective meeting agendas including the Isle
shareholders’ approval, on an advisory basis, of certain payments
to Isle’s executive officers in connection with the merger.
Gary Carano, Chairman and Chief Executive Officer of Eldorado,
commented, “The acquisition of Isle of Capri represents a
significant milestone in our long-term strategy to expand our
regional gaming platform through accretive acquisitions. Upon
completion of the transaction we will substantially increase the
scale of our gaming operations and further diversify the geographic
reach of Eldorado. After giving effect to the planned dispositions
of Isle of Capri Casino Hotel Lake Charles and Lady Luck Casino
Marquette, the combined operations of Eldorado and Isle will
feature approximately 20,290 slot machines and VLTs, more than 550
table games and over 6,550 hotel rooms in ten states. The
transaction is expected to be immediately accretive to our free
cash flow and diluted earnings per share, inclusive of identified
cost synergies of approximately $35 million expected in the first
year following the completion of the transaction.
“Since entering into the agreement, we have made progress
towards the completion of the transaction including dialogue and
meetings with gaming regulators and the development of detailed
plans to optimize the operations of the combined company’s
properties. We expect that our planned initiatives to implement our
margin enhancement strategies across the Isle of Capri property
portfolio while elevating the customer experience by marrying best
practices from both companies will position Eldorado for near and
long-term success.”
Eric Hausler, Chief Executive Officer of Isle of Capri, added,
“Today’s vote is an important step towards providing Isle of Capri
shareholders with substantial and immediate value, as well as the
opportunity to participate in the upside potential of the combined
company through the transaction with Eldorado. I believe Eldorado
has a solid plan in place to quickly integrate the two companies
and I look forward to working closely with the Eldorado team to
bring our companies together to realize the benefits of this
compelling combination and ensure a smooth transition.”
Transaction Details
On September 19, 2016, Eldorado and Isle announced that they
entered into a definitive merger agreement whereby Eldorado will
acquire all of the outstanding shares of Isle of Capri for $23.00
in cash or 1.638 shares of Eldorado common stock, at the election
of each Isle of Capri shareholder, reflecting total consideration
of approximately $1.7 billion, inclusive of $929 million of
long-term debt of Isle of Capri and its subsidiaries. Elections are
subject to proration such that the outstanding shares of Isle
common stock will be exchanged for aggregate consideration
comprised of 58% cash and 42% Eldorado common stock. Upon
completion of the transaction, Eldorado and Isle of Capri
shareholders will hold approximately 62% and 38%, respectively, of
the combined company’s outstanding shares. In addition, subject to
mutual agreement by both companies, two members of the Isle of
Capri Board of Directors, Bonnie Biumi and Gregory J. Kozicz, will
be designated as members of the Eldorado Board of Directors
effective immediately following the closing of the transaction.
Eldorado has received committed financing for the transaction
totaling $2.1 billion from J.P. Morgan.
J.P. Morgan is acting as exclusive financial advisor and Milbank
Tweed Hadley & McCloy LLP is acting as legal counsel to
Eldorado in connection with the proposed transaction. Credit Suisse
is acting as exclusive financial advisor and Mayer Brown LLP is
acting as legal counsel to Isle of Capri in connection with the
proposed transaction.
About Eldorado Resorts, Inc.
Eldorado Resorts is a casino entertainment company that owns and
operates seven properties in five states, including the Eldorado
Resort Casino, the Silver Legacy Resort Casino and Circus Circus
Resort Casino in Reno, NV; the Eldorado Resort Casino in
Shreveport, LA; Eldorado Gaming Scioto Downs 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.
On September 19, 2016 the Company announced that it entered into
a definitive merger agreement to acquire Isle of Capri Casinos,
Inc. (NASDAQ: ISLE) for total consideration of $1.7 billion. Upon
completion of the transaction, expected to occur in the second
quarter of 2017, Eldorado will add 12 additional properties to its
portfolio taking into account announced divestitures.
About Isle of Capri Casinos, Inc.
Isle of Capri Casinos, Inc. is a leading regional gaming and
entertainment company dedicated to providing guests with an
exceptional experience at each of the 14 casino properties that it
owns or operates, primarily under the Isle and Lady Luck brands.
Isle currently operates gaming and entertainment facilities in
Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, and
Pennsylvania. More information is available at the Company's
website, www.islecorp.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
statements regarding our strategies, objectives and plans for
future development or acquisitions of properties or operations, 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 are a number of risks and uncertainties that could
cause our actual results to differ materially from those expressed
in the forward-looking statements which are included elsewhere in
this press release. Such risks, uncertainties and other important
factors include, but are not limited to: the timing of consummating
a potential transaction between Eldorado and Isle; the ability and
timing to obtain required regulatory approvals (including approval
from gaming regulators) and satisfy or waive other closing
conditions; the possibility that the merger does not close when
expected or at all or that the companies may be required to modify
aspects of the merger to achieve regulatory approval; Eldorado’s
ability to realize the synergies contemplated by a potential
transaction; Eldorado’s ability to promptly and effectively
integrate the business of Eldorado and Isle; uncertainties in the
global economy and credit markets and its potential impact on
Eldorado’s ability to finance the transaction; the outcome of any
legal proceedings that may be instituted in connection with the
transaction; the ability to retain certain key employees of Isle;
the possibility of a material adverse change affecting Eldorado or
Isle; the possibility that the business of Eldorado or Isle may
suffer as a result of the announcement of the transaction;
Eldorado’s ability to obtain financing on the terms expected, or at
all; changes in value of our common stock between the date of the
merger agreement and the closing of the merger; our substantial
indebtedness and the impact of such obligations on our operations
and liquidity; competition; our geographic concentration;
sensitivity of our operations to reductions in discretionary
consumer spending and changes in general economic and market
conditions; governmental regulations and increases in gaming taxes
and fees in jurisdictions in which we operate; risks relating to
pending claims or future claims that may be brought against us; the
effect of disruptions to our information technology and other
systems and infrastructure; construction factors relating to
maintenance and expansion of operations; our ability to attract and
retain customers; weather or road conditions limiting access to our
properties; the effect of war, terrorist activity, natural
disasters and other catastrophic events; and competition to attract
and retain management and key employees.
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.
Important Information for Investors and Stockholders
The information in this press release is neither an offer to
sell nor the solicitation of an offer to sell, subscribe for or buy
any securities, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. No offer of
securities or solicitation will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. In connection with the proposed
transaction between ERI and Isle, ERI filed a registration
statement on Form S-4 (File No. 333-214422) with the Securities and
Exchange Commission (the “SEC”) that was declared effective on
December 29, 2016 and contains a definitive joint proxy statement
of ERI and Isle that also constitutes a prospectus of ERI, which
was mailed to shareholders of ERI and Isle on or about January 4,
2017. This communication is not a substitute for the joint proxy
statement/prospectus or any other document that ERI or Isle may
file with the SEC or send to their shareholders in connection with
the proposed transaction. SECURITY HOLDERS OF ELDORADO AND ISLE ARE
ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN SUCH MATERIALS
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. The Prospectus/Proxy Statement and other
documents that will be filed with the SEC by Eldorado and Isle will
be available without charge at the SEC’s website, www.sec.gov, or
by directing a request to (1) Eldorado Resorts, Inc. by mail at 100
West Liberty Street, Suite 1150, Reno, Nevada 89501, Attention:
Investor Relations, by telephone at (775) 328-0112 or by going to
the Investor page on Eldorado’s corporate website at
www.eldoradoresorts.com; or (2) Isle of Capri Casinos, Inc. by mail
at 600 Emerson Road, Suite 300, Saint Louis, Missouri 63141,
Attention: Investor Relations, by telephone at (314) 813-9200, or
by going to the Investors page on Isle’s corporate website at
www.islecorp.com.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170125006046/en/
Eldorado Resorts:Eldorado Resorts, Inc.Thomas
ReegPresident and Chief Financial
Officer775-328-0112investorrelations@eldoradoresorts.comorJCIRJoseph
N. Jaffoni, Richard Land212-835-8500eri@jcir.comorIsle of
Capri:Eric HauslerChief Executive Officer314-813-9205orJill
AlexanderSenior Director of Corporate Communication314-813-9368
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