RENO, Nev.--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) announced today that it has obtained the required consents from holders of the Company’s 7% Senior Notes due 2023 (CUSIP Nos. 28470R AC6, 28470R AA0 and U2829L AA3) (the “Notes”) necessary to approve an amendment (the “Proposed Amendment”) to the indenture relating to the Notes (the “Indenture”), as set forth in the consent solicitation statement dated March 6, 2017 (the “Consent Solicitation Statement”).
Having received the requisite consents, holders will no longer be able to revoke their consents. In addition, the Company intends to execute a supplemental indenture with respect to the Notes containing the Proposed Amendment. The supplemental indenture will increase the ability of the Company to incur credit facility debt to permit the Company to fully utilize the borrowing capacity under a new $1.75 billion credit facility that the Company anticipates entering into in connection with its previously announced acquisition of Isle of Capri Casinos, Inc. (“Isle”) and will bind all holders of the Notes, including those that did not give their consent, though non-consenting holders will not receive the Consent Payment (defined below). The consent solicitation will expire at 5:00 p.m., New York City time, on March 14, 2017. The Proposed Amendment will be effective for the Notes upon execution of the supplemental indenture, but will be operative only upon the payment of the Consent Payment and the consummation of the merger of Eagle I Acquisition Corp., a wholly owned subsidiary of the Company, with and into Isle (the “Merger Condition”).
The Company will make a cash payment of $1.50 for each $1,000 principal amount of Notes (the “Consent Payment”) to each holder of record as of the close of business on March 3, 2017 who validly delivered a duly executed consent at or prior to the Expiration Time (as defined in the Consent Solicitation Statement) and who did not revoke that consent in accordance with the procedures described in the Consent Solicitation Statement, if the conditions to the Consent Payment described in the Consent Solicitation Statement, including the Merger Condition, are satisfied or, where possible, waived. The Consent Payment will be made concurrently with satisfaction of the Merger Condition.
This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. The Solicitation was made solely pursuant to the Consent Solicitation Statement, which set forth the complete terms of the Solicitation. Questions regarding the Solicitation may be directed to J.P. Morgan at (212) 834-4811 (collect), (866) 834-4666 (US toll-free) or D.F. King & Co., Inc., at (800) 423-2107 (toll free).
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.
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 satisfaction of the conditions related to the Solicitation, including the satisfaction of the Merger Condition. 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 merger with Isle, our ability to obtain financing required to consummate the merger on terms and conditions satisfactory to us and other matters discussed in 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.