Eldorado Resorts, Inc. Announces Pricing of Senior Notes Offering
September 06 2018 - 9:00PM
Business Wire
Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or
the “Company”) announced today that Delta Merger Sub, Inc. (the
“Escrow Issuer”), a wholly owned subsidiary of ERI, priced its
previously announced offering of $600 million in aggregate
principal amount of senior notes due 2026 (the “Notes”) at an
interest rate of 6.000% per annum and an issue price equal to 100%
of the principal amount of the Notes. The offering is expected to
close on or about September 20, 2018, subject to customary closing
conditions.
The proceeds of the offering initially will be placed in escrow
pending satisfaction of certain conditions, including consummation
of ERI’s pending acquisition (the “Tropicana Acquisition”) of
Tropicana Entertainment Inc. (“Tropicana”). Upon satisfaction of
such conditions, ERI will assume Escrow Issuer’s obligations under
the Notes and the indenture that will govern the Notes, and certain
of ERI’s subsidiaries (including Tropicana and certain of its
subsidiaries) will guarantee ERI’s obligations under the Notes.
Upon satisfaction of the escrow conditions, ERI intends to apply
the net proceeds of the sale of the Notes, together with borrowings
under its revolving credit facility, its cash on hand and
Tropicana’s cash on hand, to (i) pay the cash portion of the
consideration payable in the Tropicana Acquisition, (ii) repay all
of the debt outstanding under Tropicana’s existing credit facility
and (iii) pay fees and costs associated with the Tropicana
Acquisition.
The Notes will be offered to persons reasonably believed to be
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.
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that
owns and operates twenty one properties in eleven states, including
Colorado, Florida,
Illinois, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio,
Pennsylvania and West Virginia. In aggregate, Eldorado’s properties
feature approximately 22,000 slot machines and VLTs and 600 table
games, and over 7,000 hotel rooms.
On April 15, 2018 the Company entered into a definitive merger
agreement to acquire Tropicana Entertainment, Inc. (OTCQB:TPCA) for
consideration of approximately $640 million. Upon completion of the
transaction, expected to occur in the fourth quarter of 2018,
Eldorado will add 5 additional properties to its portfolio taking
into account announced divestitures.
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
the timing and completion of the offering and the other financing
transactions described herein and the timing and completion of the
Tropicana Acquisition and our previously announced dispositions of
Presque Isle Downs and Lady Luck Nemacolin (the “Dispositions”).
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. Factors that may cause actual results
to vary from our expectations include our ability to obtain
regulatory approvals that are required for the consummation of the
Tropicana Acquisition and the Dispositions, our ability to obtain
financing required to consummate the Tropicana Acquisition on terms
and conditions satisfactory to us and other matters discussed
documents we file with the Securities and Exchange Commission
(SEC). More information on potential risks and uncertainties is
available in our recent filings with the SEC, including 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180906005998/en/
Eldorado Resorts, Inc.Thomas Reeg,
775-328-0112Presidentinvestorrelations@eldoradoresorts.comorJCIRJoseph
N. Jaffoni / Richard Land, 212-835-8500eri@jcir.com
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