Caesars Entertainment, Eldorado Resorts Investors Save The Date November 15 to Mull Casino Mega Marriage

Posted on: October 13, 2019, 04:30h. 

Last updated on: October 13, 2019, 10:24h.

Todd Shriber @etfgodfather Read More
Expertise: Financial, Gaming Business, Mergers and Acquisitions.

Eldorado Resorts, Inc. (NASDAQ:ERI) shareholders and their counterparts invested in Caesars Entertainment Corp. (NASDAQ:CZR) will both meet on Nov. 15 to vote on the regional gaming company’s proposed $17.3 billion takeover of the Caesars Palace operator.

With Carl Icahn already on board, Caesar and Eldorado Resorts investors will meet next month to discuss the casino companies’ marriage. (Image: Fortune)

In a deal formally announced on June 24, Reno-based Eldorado offered $8.5 billion in cash and stock for the gaming company behind the Harrah’s and Horseshoe brands, among others. The buyer will also take on $8.8 billion in Caesars debt.

The acquirer will hold a special meeting for investors on Nov. 15 at the Eldorado Resort Casino in Reno, while the target is holding a similar meeting on the same day at the Tuscana Chapel inside Caesars Palace on the Las Vegas Strip, according to company filings with the Securities and Exchange Commission (SEC).

ERI stockholders will be asked to approve the issuance of ERI common stock in connection with the transactions contemplated by the Merger Agreement,” according to that company’s SEC document.

The cash portion of Eldorado’s offer for Caesar’s is $8.40 per share, and with the equity component, that figure rises to roughly $13 a share, a price tag some on Wall Street felt was too steep for Caesars.

Eldorado is acquiring more than 682.1 million shares outstanding in the operator of three Atlantic City, N.J. casinos, and there is incentive for the regional company’s investors to expedite the transaction. Every day after March 25, 2020 that the transaction isn’t finalized, Eldorado must pay $0.003333, according to the SEC filing.

Icahn Already Signed Off

Billionaire Carl Icahn, who amassed a 28.5 percent stake in Caesars and angled for the company to pursue a sale, has already given his seal of approval on the deal.

“This merger is the quintessential example of how an activist shareholder, working collaboratively with the Board, can greatly enhance value for all stockholders,” said Icahn in a June 24 statement. “As a combined company, Caesars and Eldorado will be America’s preeminent gaming company. It is rare that you see a merger where, because of the great synergies, ‘one plus one equals five.’”

The financier has already entered into an agreement with Eldorado to vote in favor of the takeover.  The company’s filing dubs Icahn as the “Caesars Significant Stockholder.” The document notes that as of Oct. 4, Icahn owned 114.25 million shares, or 16.83 percent, of Caesars outstanding equity, and that he “has also agreed to certain restrictions on the sale of its shares of Caesars common stock prior to the Merger.”

A Giant In The Making

The combined company, which will be run by Eldorado management under the Caesars name, will have more than 60 US casinos with 71,000 slot machines, nearly 3,700 table games and over 51,000 guest rooms, making it the largest in the country in terms of gaming properties.

While Eldorado has announced the sale of eight venues leading up to and since the deal was announced – and even with Caesars recently selling the Rio Las Vegas – significant pruning of the companies’ combined portfolio could still be required to realize the $500 million or more in cost savings Eldorado management is targeting.

It appears likely that the combined company could divest one or two Caesars’ Strip assets, with market observers forecasting other sales in markets where the operators currently overlap, including Atlantic City and Northern Nevada.

The boards of Eldorado and Caesars both unanimously recommend that shareholders approve the acquisition agreement.