RENO, Nev.--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) announced today that it has commenced a solicitation of consents (the “Solicitation”) from holders of its outstanding 7% Senior Notes due 2023 (CUSIP Nos. 28470R AA0 and U2829L AA3) (the “Notes”) to approve an amendment (the “Proposed Amendment”) to the indenture relating to the Notes (the “Indenture”) to 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”).
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 has validly delivered a duly executed consent at or prior to the Expiration Time (as defined below) and who has not revoked that consent in accordance with the procedures described in the Consent Solicitation Statement (as defined below), if the conditions to the Consent Payment described in the Consent Solicitation Statement, including receipt of the Requisite Consents (as defined below) 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”), have been satisfied or, where possible, waived. The Consent Payment will be made concurrently with satisfaction of the Merger Condition.
Adoption of the Proposed Amendment to the Indenture requires the consent of holders of a majority in aggregate principal amount of the then outstanding Notes that are not owned by the Company, any guarantor of the Notes or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any guarantor of the Notes (the “Requisite Consents”). As of the date of this press release, there is approximately $375.0 million in aggregate principal amount of the Notes outstanding.
The Company anticipates that, promptly after receipt of the Requisite Consents (at or prior to the Expiration Time), the Company will notify U.S. Bank National Association, as trustee (the “Trustee”) that the Requisite Consents have been obtained and the Company and the Trustee will execute a supplemental indenture with respect to the Indenture (the “Supplemental Indenture” and such time, the “Effective Time”). Although the Supplemental Indenture will become effective at the Effective Time, the Proposed Amendment will only become operative upon satisfaction of the Merger Condition and payment of the Consent Payment by the Company. The Consent Payment will be made concurrently with the satisfaction of the Merger Condition. The Indenture will remain in effect, without giving effect to the Proposed Amendment, until the satisfaction of the Merger Condition and payment of the Consent Payment by the Company.
The Solicitation will expire at 5:00 p.m. New York City time, on March 14, 2017, unless extended (the “Expiration Date”). Only holders of record of the Notes as of the close of business on March 3, 2017, are eligible to deliver consents to the Proposed Amendment in the Solicitation.
The Solicitation is being made upon the terms and is subject to the conditions set forth in the Consent Solicitation Statement, dated March 6, 2017 (as it may be amended or supplemented from time to time, the “Consent Solicitation Statement”). Holders will not be able to revoke their consents after the earlier of (i) 5:00 p.m., New York City time, on March 14, 2017 or (ii) receipt by the Company of the Requisite Consents (the “Withdrawal Deadline”). Holders should note that the Withdrawal Deadline and Effective Time may fall prior to the Expiration Time and holders will not be given prior notice of such Withdrawal Deadline or Effective Time.
The Company has engaged J.P. Morgan Securities LLC (“J.P. Morgan”) to act as solicitation agent in connection with the Solicitation. Questions regarding the Solicitation may be directed to J.P. Morgan at (212) 834-4811 (collect), (866) 834-4666 (US toll-free).
The Company has engaged D.F. King & Co., Inc. as information and tabulation agent in connection with the Solicitation. Requests for documentation may be directed to D.F. King & Co., Inc. at (800) 423-2107 (toll free).
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendment or any securities. No recommendation is being made as to whether holders of Notes should consent to the Proposed Amendment. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities or “blue sky” laws.
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 timing and completion of the consent solicitation and the satisfaction of the conditions thereto, 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, investor response to the consent solicitation 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.