Eldorado’s Premiere Diversified Regional
Gaming Platform Expanded to 19 Gaming Facilities in Ten
States
Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the
Company”) announced today that it completed its previously
announced acquisition of Isle of Capri Casinos, Inc. (NASDAQ: ISLE)
(“Isle of Capri” or "Isle") in a cash and stock transaction. The
combination creates a premiere, diversified regional gaming
platform with combined annual revenue of more than $1.7 billion for
the year ended December 31, 2016 for Eldorado and January 22, 2017
for Isle and adjusted EBITDA (earnings before interest, taxes,
depreciation and amortization) of approximately $394 million for
that period after giving effect to identified cost synergies of
approximately $35 million which are expected to be realized over
the next four quarters. The Company’s shares will continue to trade
on the NASDAQ Global Select Market under the symbol “ERI.”
Pursuant to the terms of the Merger Agreement, Eldorado acquired
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. Isle of Capri shareholder elections were
subject to proration such that the outstanding shares of Isle
common stock were exchanged for aggregate consideration comprised
of 58% cash, or $552.0 million, with the remaining 42% of the
consideration paid to Isle of Capri shareholders in the form of
28.5 million newly issued shares of Eldorado common stock.
Following the consummation of the merger, Eldorado has
approximately 75.6 million common shares outstanding. The
transaction is expected to be immediately accretive to Eldorado’s
free cash flow and diluted earnings per share (after giving effect
to the identified cost synergies as well as Isle’s recently
completed sale of Lady Luck Casino Marquette for $40 million and
previously announced divestiture of Isle of Capri Casino Hotel Lake
Charles for $134.5 million which is expected to be completed later
in 2017).
The Isle transaction adds twelve casino–resorts to Eldorado’s
portfolio and significantly expands its operational and geographic
diversity. Eldorado’s expanded property portfolio includes 19
properties in ten states featuring approximately 20,000 slot
machines and VLTs, more than 550 table games and over 6,500 hotel
rooms.
Gary Carano, Chairman and Chief Executive Officer of Eldorado,
commented, “Our acquisition of Isle of Capri marks a significant
milestone in Eldorado’s history of growth through strategic,
accretive acquisitions. The combination significantly expands the
scale of our gaming operations, further diversifies our geographic
reach into new markets and minimizes market-specific risk.
“We are delighted to welcome the Isle shareholders and team
members to the Eldorado family. We believe that Eldorado is
positioned for continued growth with a portfolio of premiere
regional gaming assets, a solid balance sheet and an attractive
weighted average cost of capital. Our experience in integrating the
MTR assets and Silver Legacy and Circus Circus operations will
serve us well as we add the Isle of Capri assets to our operating
base. We intend to implement our strategy of focusing on margin
enhancement and customer service and experiences across the
portfolio by marrying best practices from both companies. Led by
our gaming, hotel management and food and beverage teams with a
long-term record of operating execution and M&A integration, we
believe that Eldorado Resorts is positioned for near- and long-term
success and the creation of value for our shareholders.”
Tom Reeg, President and Chief Financial Officer of Eldorado,
added, “The financing for the transaction was executed at favorable
rates that should permit us to generate more incremental annual
free cash flow than we originally expected. With our experienced
management team, operating discipline and return-focused approach
to capital expenditures, we believe the acquisition represents
another meaningful opportunity for Eldorado Resorts and our
existing and new shareholders.”
J.P. Morgan acted as exclusive financial advisor and Milbank
Tweed Hadley & McCloy LLP acted as legal counsel to Eldorado in
connection with the transaction. Credit Suisse acted as exclusive
financial advisor and Mayer Brown LLP acted as legal counsel to
Isle of Capri in connection with the transaction.
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that
owns and operates nineteen properties in ten states, including
Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, Nevada,
Ohio, Pennsylvania and West Virginia. In aggregate, Eldorado’s
properties feature approximately 20,000 slot machines and VLTs,
more than 550 table games and over 6,500 hotel rooms. For more
information, please visit www.eldoradoresorts.com.
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP measurement. Eldorado defines
adjusted EBITDA operating income (loss) before depreciation and
amortization, stock based compensation, (gain) loss on the sale or
disposal of property, equity in income of unconsolidated affiliate,
acquisition charges, S-1 expenses, severance expenses and other
regulatory gaming assessments, including the impact of change in
reporting requirements. Isle of Capri defines Adjusted EBITDA as
"earnings from continuing operations before interest and other
non-operating income (expense), income taxes, stock-based
compensation, preopening expenses and depreciation and
amortization.
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. 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. Such risks, uncertainties and other
important factors include, but are not limited to: Eldorado’s
ability to promptly and effectively integrate the business of
Eldorado and Isle and realize synergies resulting from the combined
operations; our substantial indebtedness and the impact of such
obligations on our operations and liquidity; competition;
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; and other risks and
uncertainties described in our reports on Form 10-K, Form 10-Q and
Form 8-K.
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 as a result of new information, future
events or otherwise, except as may be required by law.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170501005913/en/
Eldorado Resorts, Inc.Thomas ReegPresident and Chief Financial
Officer775-328-0112investorrelations@eldoradoresorts.comorJCIRJoseph
N. Jaffoni, Richard Land212-835-8500eri@jcir.com
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