RENO, Nev. and ST. LOUIS, Mo., Jan.
25, 2017 /PRNewswire/ -- 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.
Eldorado Resorts
Contacts:
|
|
Thomas
Reeg
|
Joseph N. Jaffoni,
Richard Land
|
President and Chief
Financial Officer
|
JCIR
|
Eldorado Resorts,
Inc.
|
(212)
835-8500
|
(775)
328-0112
|
eri@jcir.com
|
investorrelations@eldoradoresorts.com
|
|
|
|
Isle of Capri
Contacts:
|
|
Eric
Hausler
|
Jill
Alexander
|
Chief Executive
Officer
|
Senior Director of
Corporate Communication
|
(314)
813-9205
|
(314)
813-9368
|
|
|
www.islecorp.com
|
|
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SOURCE Isle of Capri Casinos, Inc.